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EXHIBIT 10.10(c)
FIRST AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This First Amendment of Amended and Restated Loan and Security
Agreement (this "Amendment") is made as of September 11, 1998 by and between
SKECHERS U.S.A., INC., a California corporation ("Borrower") and XXXXXX
FINANCIAL, INC., a Delaware corporation, ("Agent") as Agent for the Lenders
under that certain First Amended and Restated Loan and Security Agreement dated
September 4, 1998 (the "Loan and Security Agreement"). All capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such
terms in the Loan and Security Agreement.
Whereas, Borrower and Agent entered into the Loan and Security
Agreement; and
Whereas, Borrower and Agent desire to amend certain terms of the Loan
and Security Agreement as set forth below;
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENT
The first paragraph of subsection 2.1(B) and the entirety of subsection
2.1(B)(1) are deleted in their entirety and are replaced with the following:
"(B) Revolving Loan: Each Lender, severally, agrees to lend to
Borrower from time to time its Pro Rata Share of each Revolving
Advance. The aggregate amount of all Revolving Loan Commitments
shall not exceed at any time $120,000,000 as reduced by
sub-section 2.4(B). Amounts borrowed under this subsection
2.1(B) may be repaid and reborrowed at any time prior to the
earlier of (i) the termination of the Revolving Loan Commitment
pursuant to subsection 8.3 or (ii) the Termination Date;
provided, however, that Borrower shall reduce the Revolving Loan
to an amount not greater than the Cleanup Amount for at least
one Business Day each consecutive twenty-one (21) day period.
Except as otherwise provided herein, no Lender shall have any
obligation to make a Revolving Advance to the extent such
Revolving Advance would cause the Revolving Loan (after giving
effect to any immediate application of the proceeds thereof) to
exceed the Maximum Revolving Loan Amount.
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(1) 'Maximum Revolving Loan Amount' means, as of any date
of determination, the lesser of (a) the Revolving Loan
Commitment(s) of all Lenders less (i) the Letter of Credit
Reserve, (ii) the unpaid amount of Term Loan A, and (iii)
unpaid amount of Term Loan B and (b) the Borrowing Base
less (i) the Letter of Credit Reserve (ii) the unpaid
amount of Term Loan A and Term Loan B plus (iii) the
amount of any outstanding Discretionary Advances; and"
SECTION 2. RATIFICATION OF AGREEMENT
Except as expressly set forth in this Amendment, the terms, provisions
and conditions of the Loan and Security Agreement and the other Loan Documents
are unchanged, and said agreements, as amended, shall remain in full force and
effect and are hereby confirmed and ratified.
SECTION 3. COUNTERPARTS; EFFECTIVENESS
This Amendment may be executed in any number of counterparts, and all
such counterparts taken together shall be deemed to constitute one and the same
instrument. Signature pages may be detached from counterpart documents and
reassembled to form duplicative executed originals. This Amendment shall become
effective as of the date hereof upon the execution of the counterparts hereof by
Borrower and Agent.
SECTION 4. GOVERNING LAW
THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.
Witness the execution hereof by the respective duly authorized officers
of the undersigned as of the date first above written.
XXXXXX FINANCIAL, INC., AS AGENT SKECHERS U.S.A., INC.
By: /s/ XXXX XXXX By: /s/ XXXXX XXXXXXXX
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Title: AVP Title: CFO
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