THIRD AMENDMENT TO LEASE

Exhibit 10.15(c)

THIRD AMENDMENT TO LEASE

          This THIRD AMENDMENT TO LEASE (“Third Amendment”) is dated for reference purposes JAN 29 2009, and is entered into by and between ProLogis California I LLC, a Delaware limited liability company (“Landlord”), and Skechers USA, Inc., a Delaware corporation (“Tenant”).

RECITALS

          WHEREAS Landlord and Tenant are parties to that certain Lease dated as of November 21, 1997, as amended by that certain First Amendment to Lease dated April 26, 2002 and that Second Amendment to Lease dated December 10, 2007 (collectively, as amended, the “Lease”) whereby Landlord leased to Tenant that certain Premises containing approximately 127,799 rentable square feet of that certain building commonly known as Ontario Distribution Center #4 located at 0000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 (the “Premises”), all as more particularly described in the Lease. All capitalized terms used and not otherwise defined herein shall have the meanings given those terms in the original Lease, and or subsequent amendments, as applicable.

          WHEREAS Tenant and Landlord desire to amend the Lease, including but not limited to the extension of the Lease Term, pursuant to this Third Amendment.

          NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree to amend the Lease as follows:

     1. The Term of the Lease is extended for seven (7) months (“Third Extension Term”) which shall commence on June 1, 2009 and shall terminate December 31, 2009. All of the terms and conditions of the Lease shall remain in full force and effect during the Third Extension Term except that the Monthly Base Rent shall be as follows:

Period		Monthly Base Rent
June 1, 2009 — December 31, 2009		$	48,563.62

     2. Landlord shall provide Tenant with one (1) Renewal Option at a Fixed Rate per the terms and conditions outlined in Addendum 1 attached to this Third Amendment.

     3. Tenant shall accept the Premises and all systems serving the Premises in an “AS-IS” condition and Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Third Extension Term.

     4. All Options outlined in Paragraph 39 of the Lease shall be considered null and void and shall have no further force or effect.

     5. Except as modified herein, the Lease, and all of the terms and conditions thereof, shall remain in full force and effect.

     6. Any obligation or liability whatsoever of ProLogis, a Maryland real estate investment trust, which may arise at any time under the Lease or this Agreement or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction or undertaking contemplated hereby, shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its trustees, directors, shareholders, officers, employees, or agents regardless of whether such obligation or liability is in the nature of contract, tort or otherwise.

          IN WITNESS WHEREOF, the parties hereto have signed this Fourth Amendment to Lease as of the day and year first above written.

TENANT:						LANDLORD:
Skechers USA, Inc.,						ProLogis California I LLC, a Delaware limited
a Delaware corporation						liability company
						By:		ProLogis Management Incorporated a Delaware corporation its Agent
By:		/s/ Xxxxx Xxxxxxxx				By:		/s/ W. Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxxxx						Name: W. Xxxxx Xxxxxx
		Title: Chief Operating Officer						Title: Senior Vice President

ADDENDUM 1

ONE RENEWAL OPTION AT A FIXED RATE

ATTACHED TO AND A PART OF THE FIRST AMENDMENT
DATED JAN 29, 2009 BETWEEN

ProLogis California I LLC
and
Skechers USA. Inc.

          (a) Provided that as of the time of the giving of the Fourth Extension Notice and the Commencement Date of the Fourth Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default exists or would exist but for the passage of time or the giving of notice, or both; then Tenant shall have the right to extend the Lease Term for an additional term of two (2) months (such additional term is hereinafter called the “Fourth Extension Term”) commencing on the day following the expiration of the Third Extension Term (hereinafter referred to as the “Commencement Date of the Fourth Extension Term”). Tenant shall give Landlord notice (hereinafter called the “Fourth Extension Notice”) of its election to extend the term of the Lease Term at least four (4) months (not later than August 31, 2009), but not more than six (6) months (not sooner than July 1, 2009), prior to the scheduled expiration date of the Third Extension Term.

          (b) The Base Rent payable by Tenant to Landlord during the Fourth Extension Term shall be $48,563.62 per month on a NNN basis.

          (c) The determination of Base Rent does not reduce the Tenant’s obligation to pay or reimburse Landlord for operating expenses and other reimbursable items as set forth in the Lease, and Tenant shall reimburse and pay Landlord as set forth in the Lease with respect to such operating expenses and other items with respect to the Premises during the Fourth Extension Term without regard to any cap on such expenses set forth in the Lease.

          (d) Except for the Base Rent as determined above, Tenant’s occupancy of the Premises during the Fourth Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the initial Lease Term; provided, however, Tenant shall have no further right to any allowances, credits or abatements or any options to expand, contract, renew or extend the Lease.

          (e) If Tenant does not give the Fourth Extension Notice within the period set forth in paragraph (a) above, Tenant’s right to extend the Lease Term for the Fourth Extension Term shall automatically terminate. Time is of the essence as to the giving of the Fourth Extension Notice.

          (f) Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Fourth Extension Term. The Premises shall be tendered on the Commencement Date of the Fourth Extension Term in “as-is” condition.

          (g) If the Lease is extended for the Fourth Extension Term, then Landlord shall prepare and Tenant shall execute an amendment to the Lease confirming the extension of the Lease Term and the other provisions applicable thereto (the “Amendment”).

          (h) If Tenant exercises its right to extend the term of the Lease for the Fourth Extension Term pursuant to this Addendum, the term “Lease Term” as used in the Lease, shall be construed to include, when practicable, the Fourth Extension Term, as applicable, except as provided in (d) above.