EXHIBIT 10.10(m)
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Eleventh Amendment to that certain Amended and Restated Loan and
Security Agreement ("Amendment") is made and entered into as of June 25, 2004,
by and between Skechers U.S.A., Inc. ("Borrower") and The CIT Group/Commercial
Services, Inc. ("CIT"), as Agent and as Lender ("Agent"). All capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such
terms in the Amended and Restated Loan and Security Agreement.
WHEREAS, Agent and Borrower are parties to a certain Amended and
Restated Loan and Security Agreement, dated September 4, 1998 and all amendments
thereto (the "Agreement"); and
WHEREAS, Borrower and Agent desire to amend the Agreement as hereinafter
set forth;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. AMENDMENT
1.1 Delete the third paragraph at the end of subpart (A) of subsection
2.2 and substitute the following:
"Commencing June 1, 2004 and ending June 30, 2004, Interest will
be credited as of the last day of the month based on the daily credit balances
in your account for that month, at a rate two and one-half of one percent
(2.50%) per annum below the Base Rate being used to calculate interest for the
period. Commencing July 1, 2004 and each month thereafter, Interest will be
credited as of the last day of each month based on the daily credit balances in
your account for that month, at a rate two and three-quarters of one percent
(2.75%) per annum below the Base Rate being used to calculate interest for the
period."
SECTION 2. RATIFICATION OF AGREEMENT
2.1 To induce CIT to enter into this Amendment, Borrower represents and
warrants that after giving effect to this Amendment, no violation of the terms
of the Agreement exist and all representations and warranties contained in the
Agreement are true, correct and complete in all material respects on and as of
the date hereof.
2.2 Except as expressly set forth in this Amendment, the terms,
provisions and conditions of the Agreement are unchanged, and said Agreement, as
amended, shall remain in full force and effect and is 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 duplicate executed originals. This Amendment shall become
effective as of the date hereof upon the execution of the counterparts hereof by
Borrower, Guarantor and CIT.
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.
SECTION 5. ACKNOWLEDGMENT AND CONSENT BY GUARANTORS
Each Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms thereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor under its respective guaranty shall not be impaired or affected and
the guaranties are, and shall continue to be, in full force and effect and are
hereby confirmed and ratified in all respects.
Witness the execution hereof by the respective duly authorized officers
of the undersigned as of the date first above written.
THE CIT GROUP/COMMERCIAL SERVICES,
INC., as Agent and as Lender
By: /S/ XXXXXX BEER
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Title: Vice President
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SKECHERS U.S.A., INC.
ATTEST:
/S/ XXXXXX X. XXXXXXXX By: /S/ XXXXX XXXXXXXX
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Corporate Secretary Title: Executive Vice President,
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Chief Financial Officer
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GUARANTOR:
SKECHERS USA, INC. II,
a Delaware corporation
By: /S/ XXXXX XXXXXXXX
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Title: Executive Vice President,
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Chief Financial Officer
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SKECHERS BY MAIL, INC.,
a Delaware corporation
By: /S/ XXXXX XXXXXXXX
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Title: Executive Vice President,
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Chief Financial Officer
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