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EXHIBIT 10.10(f)
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Fourth Amendment to that certain Amended and Restated Loan and
Security Agreement ("Amendment") is made and entered into as of June 1, 2000, by
and between Skechers U.S.A., Inc. ("Borrower") and The CIT Group/Commercial
Services, Inc. ("CIT"), successor by purchase to the Commercial Services
Division of Xxxxxx Financial, Inc., as Agent and as Lender ("Agent"). All
capitalized terms used herein and not otherwise defined shall have the meanings
set forth 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 agree as
follows:
SECTION 1. AMENDMENT
1.1 Throughout the Agreement and in any other agreement between the parties
thereto, any reference to Xxxxxx shall be deleted and CIT shall be
inserted in lieu thereof.
1.2 Delete the first paragraph of subpart (A) to subsection 2.2 and
substitute the following new paragraph:
(A) Rate of Interest. All Loans shall be Base Rate Loans. The Loans and
all other Obligations shall bear interest from the date such Loans are
made or such other Obligations become due to the date paid at a rate
per annum equal to: (a) the Base Rate minus 0.50% with respect to the
Revolving Loan, Swingline Loan and other Obligations for which no other
interest rate is specified, and (b) The Base Rate plus 1.0% with
respect to Term Loan A (collectively, the "Interest Rate"). Any
publicly announced change in the Base Rate shall result in an
adjustment to the Interest Rate as of the first of the month following
such change in the Base Rate.
1.3 Add the following new definition to subsection 11.1:
"CIT" means The CIT Group/Commercial Services, Inc.
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 previously 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.
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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/ XXXXXXX X. XXXXXXX
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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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Title:
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GUARANTOR:
SKECHERS USA, INC. II,
a Delaware corporation
By: /s/ XXXXX XXXXXXXX
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Title:
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SKECHERS BY MAIL, INC.,
a Delaware corporation
By: /s/ XXXXX XXXXXXXX
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Title:
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