EXHIBIT 10.3
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST Amendment to Credit Agreement (the "Amendment") is made and
entered into as of October 8, 2004, by and between BANK OF THE WEST (the "Bank")
and STONE BOARDWEAR, INC. (the "Borrower") with respect to the following:
This Amendment shall be deemed to be a part of and subject to that certain
Credit Agreement dated as of August 12, 2003, as it may be amended from time to
time, and any and all addenda and riders thereto (collectively the "Agreement").
Unless otherwise defined herein, all terms used in this Amendment shall have the
same meanings as in the Agreement. To the extent that any of the terms or
provisions of this Amendment conflict with those contained in the Agreement, the
terms and provisions contained herein shall control.
WHEREAS, the Borrower and the Bank mutually desire to extend and/or modify
the Agreement.
NOW THEREFORE, for value received and hereby acknowledged, the Borrower
and the Bank agree as follows:
1. EXTENSION OF EXPIRATION DATE. The Expiration Date provided for in Section
1.1.15 of the Agreement shall be extended to May 31,2006.
2. MODIFICATION OF CERTAIN DEFINED TERMS/"FX LIMIT". The dollar amount
provided for in Section 1.1.19 of the Agreement shall be changed to
$750,000.00.
3. CHANGE IN LINE OF CREDIT DOLLAR AMOUNT. The dollar amount for Line of
Credit provided for in Section 2.1.1 of the Agreement shall be changed to
$10,000,000.00.
4. MODIFICATION OF REPORTING AND CERTIFICATION REQUIREMENTS/FINANCIAL
STATEMENTS. Section 6.1 (i) of the Agreement is modified and amended as
follows: The number of days contained in this Section 6.1 (i) which is
currently 90 days is hereby amended to be 120 days.
5. MODIFICATION OF FINANCIAL CONDITION/EFFECTIVE TANGIBLE NET WORTH. Section
6.2 (i) of the Agreement is modified and amended as follows: The dollar
amount contained in this Section 6.2 (i) which is currently $8,000,000.00
is hereby amended to be $12,000,000.00.
6. MODIFICATION OF FINANCIAL CONDITION/MINIMUM NET PROFIT. Section 6.2 (iii)
of the Agreement is modified and amended as follows: The dollar amount
contained in this Section 6.2 (iii) which is currently $500,000.00 is
hereby amended to be $500,000.00 through December 31, 2004 and
$2,000,000.00 thereafter.
7. MODIFICATION OF ADDITIONAL INDEBTEDNESS. Section 6.11 of the Agreement is
modified and amended as follows: The dollar amount contained in this
Section 6.11 which is currently $500,000.00 is hereby amended to be
$1,000,000.00.
8. REPRESENTATIONS AND WARRANTIES. The Borrower hereby reaffirms the
representations and warranties contained in the Agreement and represents
that no event, which with notice or lapse of time, could become an Event
of Default, has occurred or is continuing.
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9. CONFIRMATION OF OTHER TERMS AND CONDITIONS OF THE AGREEMENT. Except as
specifically provided in this Amendment, all other terms, conditions and
covenants of the Agreement unaffected by this Amendment shall remain
unchanged and shall continue in full force and effect and the Borrower
hereby covenants and agrees to perform and observe all terms, covenants
and agreements provided for in the Agreement, as hereby amended.
10. GOVERNING LAW. This Amendment shall be governed and construed in
accordance with the laws of the State of California to which jurisdiction
the parties hereto hereby consent and submit.
11. COUNTERPARTS. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of the date first hereinabove written.
BANK: BORROWER:
BANK OF THE WEST STONE BOARDWEAR, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
and CEO
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
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NAME: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CFO and
Secretary
ADDRESS:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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