AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER

Exhibit 10.3

AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER

THIS AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of March 4, 2010, is entered into by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and XXXXX FARGO CAPITAL FINANCE, LLC (formerly known as Xxxxx Fargo Foothill, LLC), a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”) in light of the following:

W I T N E S S E T H

WHEREAS, Parent, Borrowers, Lenders, Agent, BANK OF AMERICA, N.A., as syndication agent, and BANC OF AMERICA SECURITIES LLC, as a joint lead arranger are parties to that certain Credit Agreement, dated as of June 30, 2009, as amended by that certain Amendment Number One to Credit Agreement and Waiver dated as of November 5, 2009 (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);

WHEREAS, Parent is a party to that certain Lease Agreement, dated September 25, 2007 (as amended, the “Distribution Facility Lease”), with HF Logistics I, LLC, a Delaware limited liability company (“HF Logistics”), for the lease of a build-to-suit distribution center of approximately 1.8 million square feet at Rancho Belago Corporate Center in the City of Moreno Valley, California (the “Rancho Belago Distribution Facility”);

WHEREAS, Borrowers have informed Agent that Parent has formed a new wholly-owned Domestic Subsidiary, Skechers R.B., LLC, a Delaware limited liability company (“Skechers RB”), in order to enter into a joint venture arrangement (the “JV Arrangement”) with HF Logistics for the purpose of owning, developing and constructing the Rancho Belago Distribution Facility, and in furtherance of the foregoing, Skechers RB and HF Logistics have entered into that certain Limited Liability Company Agreement of HF Logistics-SKX, LLC, dated January 30, 2010 (the “JV LLC Agreement”);

WHEREAS, pursuant to the JV LLC Agreement, Skechers RB and HF Logistics have formed HF Logistics-SKX, LLC, a Delaware limited liability company (the “JV Entity”), the Stock of which is held 50% by Skechers RB and 50% by HF Logistics, and the parties intend that Skechers RB make an initial capital contribution to the JV Entity of $30,000,000 in cash and that HF Logistics convey, as its initial capital contribution, all of its interest in the property constituting the Rancho Belago Distribution Facility;

WHEREAS, the JV Entity is expected to enter into certain construction loans in the amount of approximately $50,000,000, which together with the $30,000,000 initial capital contribution provided by Skechers RB will fund the development and construction of the Rancho Belago Distribution Facility, and upon completion of construction, the JV Entity will refinance the construction loans under a permanent financing arrangement;

WHEREAS, in connection with the formation of Skechers RB and the JV Entity, and the execution and delivery of the JV LLC Agreement and certain related documents by Skechers RB, prior to

the date hereof, the Defaults and Events of Default listed on Exhibit A hereto may have occurred and may be continuing under the Credit Agreement (each a “Designated Event of Default” and collectively the “Designated Events of Default”);

WHEREAS, Borrowers have requested that Agent and Lenders (i) make certain amendments to the Credit Agreement to permit the JV Arrangement and (ii) waive the Designated Events of Default; and

WHEREAS, upon the terms and conditions set forth herein, Agent and the undersigned Lenders are willing to accommodate Borrowers’ requests.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended hereby.

2. Amendments to Credit Agreement.

(a) Schedule 1.1 of the Credit Agreement is hereby amended and modified by amending and restating or adding (as applicable) the following definitions in the appropriate alphabetical order:

“Distribution Facility Lease” means that certain Lease Agreement, dated September 25, 2007, between Parent and HF Logistics, as amended by that certain Amendment to Lease Agreement, dated December 18, 2009, and as further amended from time to time to the extent permitted by Section 6.7(b)(ii) of the Agreement.

“HF Logistics” means HF Logistics I, LLC, a Delaware limited liability company.

“Permitted Skechers/HF JV Acquisition” means the Acquisition by Skechers RB of the Stock of the Skechers/HF JV Entity held by HF Logistics pursuant to either (x) the buy-sell provisions of Article 8 of the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date), or (y) the right of first offer set forth in Section 11.1.3 of the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date), in either such case, so long as:

(a) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition,

(b) Borrowers shall have Excess Availability in an amount equal to or greater than $50,000,000 immediately after giving effect to the consummation of the proposed Acquisition, and

(c) Borrowers have provided Agent with written notice of the proposed Acquisition at least 10 Business Days prior to the exercise by Skechers RB of its option to purchase the Stock of the Skechers/HF JV Entity held by HF Logistics in accordance with the relevant provisions of the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date), and not later than 10 Business Days prior to the anticipated closing date of the proposed Acquisition, copies of the acquisition agreement or other material documents relative to

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the proposed Acquisition in substantially final form, which agreement and documents must be reasonably satisfactory to Agent.

“Second Amendment Date” means March 4, 2010.

“Skechers/HF JV Entity” means HF Logistics-SKX, LLC, a Delaware limited liability company.

“Skechers/HF JV Construction Loan” means the “Construction Loan” as such term is defined in the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date).

“Skechers/HF JV LLC Agreement” means that certain Limited Liability Company Agreement of HF Logistics-SKX, LLC, dated January 30, 2010, between Skechers RB and HF Logistics, as in effect on the Second Amendment Date and as amended in compliance with the terms of the Agreement.

“Skechers/HF JV Note” means that certain Unsecured Promissory Note, dated January 30, 2010, issued by the Skechers/HF JV Entity to the order of Skechers RB in the original principal amount of $1,000,000, as amended from time to time to the extent permitted by Section 6.7(b)(ii) of the Agreement.

“Skechers/HF JV Permanent Loan” means the “Permanent Loan” as such term is defined in the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date).

“Skechers RB” means Skechers R.B., LLC, a Delaware limited liability company.

“Skechers RB Initial Capital Contribution” means the initial capital contribution in the Skechers/HF JV Entity made by Skechers RB in cash in the amount of $30,000,000.

(b) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by inserting the parenthetical “(other than any Permitted Skechers/HF JV Acquisition)” after the term “Acquisition” in the introductory paragraph to the definition of “Permitted Acquisition”.

(c) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by (i) deleting the term “or” at the end of clause (s) of the definition of “Permitted Dispositions”, (ii) replacing the period at the end of clause (t) of such definition with a comma, and (iii) inserting the following immediately after clause (t) of such definition:

“(u) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the sale of all of the Stock of the Skechers/HF JV Entity held by Skechers RB to HF Logistics pursuant to the buy-sell provisions of Article 8 of the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date), or

“(v) the disposition of all of the Stock of the Skechers/HF JV Entity held by Skechers RB in connection with the dissolution and wind-up of the Skechers/HF JV Entity pursuant to Section 13.3 of the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date).”

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(d) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by (i) deleting the term “and” at the end of clause (t) of the definition of “Permitted Indebtedness”, (ii) replacing the semi-colon at the end of clause (u) of such definition with a comma, and (iii) inserting the following immediately after clause (u) of such definition:

“(v) the guarantee by Parent pursuant to Section 4.1.1(a) of the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date) of the obligation of Skechers RB to fund the Skechers RB Initial Capital Contribution, provided that (x) the amount payable under such guarantee shall not exceed $30,000,000 in the aggregate, and (y) such guarantee shall be of no further force or effect upon the termination of the Skechers/HF JV LLC Agreement, and

“(w) Capitalized Lease Obligations owing to the lessor pursuant to the Distribution Facility Lease in an aggregate principal amount outstanding not in excess of $160,000,000, less the aggregate amount of principal payments made in respect of such Indebtedness during the term of the Agreement;”

(e) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by (i) deleting the term “and” at the end of clause (l) of the definition of “Permitted Investments”, (ii) replacing the period at the end of clause (m) of such definition with a comma, and (iii) inserting the following immediately after clause (m) of such definition:

“(n) so long as the Skechers/HF JV LLC Agreement remains in effect, any Permitted Skechers/HF JV Acquisition, and

“(o) so long as the Skechers/HF JV LLC Agreement remains in effect, Investments by Skechers RB in the Skechers/HF JV Entity composed of (i) the Skechers RB Initial Capital Contribution, (ii) a loan by Skechers RB to the Skechers/HF JV Entity in the aggregate principal amount of $1,000,000, as evidenced by the Skechers/HF JV Note, and (iii) so long as immediately before and after giving effect to such Investment, (x) no Event of Default has occurred and is continuing or would result therefrom and (y) Parent and its Subsidiaries have Excess Availability of not less than $50,000,000, additional capital contributions or loans by Skechers RB to the Skechers/HF JV Entity in an aggregate amount not to exceed $10,000,000 during the term of the Agreement.”

(f) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by adding the following sentence at the end of the definition of “Permitted Joint Ventures”:

“Notwithstanding anything to the contrary contained in the foregoing, the Skechers/HF JV Entity shall not constitute a Permitted Joint Venture for purposes of this definition.”

(g) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by (i) deleting the term “and” at the end of clause (w) of the definition of “Permitted Liens”, (ii) replacing the period at the end of clause (x) of such definition with a comma, and (iii) inserting the following immediately after clause (x) of such definition:

“(y) Liens in favor of HF Logistics on the Stock in the Skechers/HF JV Entity held by Skechers RB arising as a result of (i) the buy-sell provisions set forth in Article 8 of the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date), and (ii) the right of first offer set forth in Section 11.1.3 of the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date),

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“(z) the interests of the lessor under the Distribution Facility Lease to the extent that such interests secure Indebtedness permitted under clause (w) of the definition of Permitted Indebtedness, and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures the obligations of Parent in its capacity as tenant under the Distribution Facility Lease, and

“(aa) Liens on the Stock in the Skechers/HF JV Entity held by Skechers RB securing the Skechers/HF JV Construction Loan or the Skechers/HF JV Permanent Loan, in each such case, to the extent required by the applicable lenders thereunder.”

(h) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by adding the following sentence at the end of the definition of “Subsidiary”:

“Notwithstanding anything to the contrary contained in the foregoing, neither the Skechers/HF JV Entity nor any of its Subsidiaries shall constitute Subsidiaries of Parent or any other Loan Party for purposes of the Agreement and the other Loan Documents; provided, however, for purposes of the calculation of EBITDA as of any date of determination, such calculation shall be made on a cost method assuming that all Investments made by Skechers RB in the Skechers/HF JV Entity had been made in a non-Affiliate; provided further, however, that Parent may elect to have all (but not less than all) of the Skechers/HF JV Entity and its wholly-owned Subsidiaries treated as Subsidiaries of Parent for all purposes of the Agreement and the other Loan Documents, so long as (A) Parent shall then own, directly or indirectly, 100% of the issued and outstanding Stock of the Skechers/HF JV Entity, (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (C) Parent shall have given to Agent at least 30 days’ irrevocable prior written notice of such election, and (D) on or prior to the effective date of such election, Parent, the Skechers/HF JV Entity and the Subsidiaries of the Skechers/HF JV Entity shall be in compliance with the requirements of Section 5.11(a) of the Agreement.”

(i) Section 1.2 of the Credit Agreement is hereby amended and modified by adding the following sentence at the end of such Section:

“For the avoidance of doubt, notwithstanding any requirements to the contrary under GAAP, any reference to financial performance of Parent and its Subsidiaries being determined on a consolidated basis in this Agreement or the other Loan Documents shall be deemed not to include the financial performance of the Skechers/HF JV Entity and its Subsidiaries so long as such Persons are not considered Subsidiaries of Parent by operation of the final sentence of the definition of Subsidiary.”

(j) Section 5.11(a) of the Credit Agreement is hereby amended and modified by adding the following proviso at the end of clause (b) in the first sentence of such Section:

“, provided further that Skechers RB shall not be required to pledge any of its Stock in the Skechers/HF JV Entity during the period prior to the closing of the Skechers/HF JV Construction Loan, or during any period thereafter during which such Stock is required to be pledged as collateral for either the Skechers/HF JV Construction Loan or the Skechers/HF JV Permanent Loan, so long as within 10 days of (x) the closing of the Skechers/HF JV Construction Loan if the Stock of the Skechers/HF JV Entity held by Skechers RB is not required to be pledged as collateral for the Skechers/HF JV Construction Loan, or (y) the release of the Lien on such Stock securing the Skechers/HF JV Construction Loan if such Stock is not required to be pledged as collateral for the Skechers/HF JV Permanent Loan, or (z) the release of the Lien on such Stock securing the Skechers/HF JV Permanent Loan, Skechers RB shall provide to Agent a pledge

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agreement and appropriate certificates and powers or financing statements, each reasonably satisfactory to Agent, hypothecating all of the direct or beneficial ownership interest in the Skechers/HF JV Entity held by it, provided further that if Skechers RB owns less than 100% of the Skechers/JV Entity, Skechers RB shall not be required to pledge any of its Stock in the Skechers/HF JV Entity pursuant to this Section 5.11(a) unless it has obtained the consent of HF Logistics pursuant to Section 11.1 of the Skechers/HF JV LLC Agreement, if necessary, which consent Skechers RB shall request upon the occurrence of any of conditions (x), (y) or (z) above,”

(k) Section 5.15 of the Credit Agreement is hereby amended and modified by inserting “(provided that a Collateral Access Agreement shall not be required for any new retail store location that is owned or operated by a Loan Party)” immediately prior to the period at the end of such Section.

(l) Section 6.12 of the Credit Agreement is hereby amended and modified by (i) deleting the term “and” at the end of clause (e) of such Section (ii) replacing the period at the end of clause (f) of such Section with “, and”, and (iii) inserting the following immediately after clause (f) of such Section:

“(g) (i) subject to clause (w) of the definition of Permitted Indebtedness, transactions contemplated by the Distribution Facility Lease, (ii) transactions contemplated by the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date and as amended in accordance with Section 6.7(b)(ii) of the Agreement), and (iii) transactions contemplated by the Skechers/HF JV Note.”

(m) Schedules 4.1(c), 4.6(a), 4.6(b), 4.6(c), 4.12, 4.17, 4.30(b) and 5.1 to the Credit Agreement are each hereby amended in their entirety and replaced with the corresponding Schedules attached hereto as Exhibit B.

3. Waiver of Designated Events of Default. Anything in the Credit Agreement to the contrary notwithstanding, and subject to the satisfaction or waiver of the conditions precedent set forth in Section 4 hereof, Agent and Lenders hereby (i) waive the Designated Events of Default; provided, however, nothing herein, nor any communications among Parent, any Borrower, any Guarantor, Agent, or any Lender, shall be deemed a waiver with respect to any Events of Default, other than the Designated Events of Default, or any future failure of Parent, any Borrower or any Guarantor to comply fully with any provision of the Credit Agreement or any provision of any other Loan Document, and in no event shall this waiver be deemed to be a waiver of enforcement of any of Agent’s or Lenders’ rights or remedies under the Credit Agreement and the other Loan Documents, at law (including under the Code), in equity, or otherwise including, without limitation, the right to declare all Obligations immediately due and payable pursuant to Section 9.1 of the Credit Agreement, with respect to any other Defaults or Events of Default now existing or hereafter arising. Except as expressly provided herein, Agent and each Lender hereby reserves and preserves all of its rights and remedies against Parent, any Borrower and any Guarantor under the Credit Agreement and the other Loan Documents, at law (including under the Code), in equity, or otherwise including, without limitation, the right to declare all Obligations immediately due and payable pursuant to Section 9.1 of the Credit Agreement.

4. Conditions Precedent to Amendment. The satisfaction or waiver of each of the following shall constitute conditions precedent to the effectiveness of this Amendment:

(a) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.

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(b) Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit C, duly executed and delivered by an authorized official of each Guarantor.

(c) Agent shall have received the following: (i) a joinder to the Guaranty and a supplement to the Security Agreement, together with appropriate financing statements, all in form and substance reasonably satisfactory to Agent and duly executed and delivered by Skechers RB, in satisfaction of the requirements set forth in Section 5.11(a) of the Credit Agreement; (ii) a certificate from the Secretary of Skechers RB (A) attesting to the resolutions of Skecher RB’s board of directors authorizing its execution, delivery, and performance of the Loan Documents to which Skechers RB is a party, (B) authorizing specific officers of Skechers RG to execute the same, and (C) attesting to the incumbency and signatures of such specific officers of Skechers RB; and (iii) copies of Skechers RB’s Governing Documents, as amended, modified, or supplemented to the Second Amendment Date, certified by the Secretary of Skechers RB, and a certificate of status with respect to Skechers RB, dated within 10 Business Days of the Second Amendment Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Skechers RB, which certificate shall indicate that Skechers RB is in good standing in such jurisdiction.

(d) Agent shall have received copies of each of (i) the Skechers/HF JV LLC Agreement, (ii) that certain Amendment to Lease, dated December 18, 2009, between HF Logistics, as landlord, and Parent, as tenant, and (iii) any other documents executed in connection therewith, duly executed and delivered by each party thereto, as in effect on the Second Amendment Date, which documents shall be in full force and effect, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof.

(e) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).

(f) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender.

(g) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.

5. Representations and Warranties. Each of Parent and each Borrower hereby represents and warrants to Agent and the Lenders as follows:

(a) It (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business in all material respects as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

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(b) The execution, delivery, and performance by it of this Amendment and the performance by it of each Loan Document to which it is or will be a party (i) have been duly authorized by all necessary action on the part of such Borrower or Parent, as the case may be and (ii) do not and will not (A) violate any material provision of federal, state or local law or regulation applicable to it or its Subsidiaries, the Governing Documents of it or its Subsidiaries, or any order, judgment or decree of any court or other Governmental Authority binding on it or its Subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of it or its Subsidiaries, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Borrower or any Guarantor, other than Permitted Liens, or (D) require any approval of any Borrower’s or any Guarantor’s interestholders or any approval or consent of any Person under any Material Contract of any Borrower or any Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change.

(c) No registration with, consent, or approval of, or notice to, or other action by, any Governmental Authority, other than registrations, consents approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the Closing Date, is required in connection with the due execution, delivery and performance by it of this Amendment or any other Loan Document to which it is or will be a party.

(d) This Amendment is, and each other Loan Document to which it is or will be a party, when executed and delivered by each Loan Party that is a party thereto, will be the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(e) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein has been issued and remains in force by any Governmental Authority against any Borrower, any Guarantor, or any member of the Lender Group.

(f) No Default or Event of Default has occurred and is continuing as of the date of the effectiveness of this Amendment, and no condition exists which constitutes a Default or an Event of Default.

(g) The representations and warranties set forth in this Amendment, the Credit Agreement, as amended by this Amendment and after giving effect hereto, and the other Loan Documents to which it is a party are true, correct, and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).

(h) This Amendment has been entered into without force or duress, of the free will of each of Parent and each Borrower, and the decision of each of Parent and each Borrower to enter into this Amendment is a fully informed decision and such Person is aware of all legal and other ramifications of each decision.

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(i) It has read and understands this Amendment, has consulted with and been represented by independent legal counsel of its own choosing in negotiations for and the preparation of this Amendment, has read this Amendment in full and final form, and has been advised by its counsel of its rights and obligations hereunder and thereunder.

6. Release by Each Borrower and Each Guarantor.

(a) Effective on the date hereof, each Borrower and each Guarantor, for itself and on behalf of its successors and assigns, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent and each Lender, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom any member of the Lenders would be liable if such persons or entities were found to be liable to such Borrower or such Guarantor (each a “Releasee” and collectively, the “Releasees”), from any and all past, present and future claims (provided that, future claims are hereby waived, released, remised and forever discharged solely to the extent such future claims relate, directly or indirectly, to acts or omissions that occurred on or prior to the date of this Amendment), suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which such Borrower or such Guarantor ever had from the beginning of the world, now has, or might hereafter (provided, that, claims that might arise hereafter are hereby waived, released, remised and forever discharged solely to the extent such claims relate, directly or indirectly, to acts or omissions that occurred on or prior to the date of this Amendment) have against any such Releasee which relates, directly or indirectly, to any acts or omissions of any such Releasee that occurred on or prior to the date of this Amendment, which relate directly or indirectly, to the Credit Agreement, any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every Claim released hereunder, each Borrower and each Guarantor hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

As to each and every Claim released hereunder, each Borrower and each Guarantor also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.

Each Borrower and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Borrower and each Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and

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complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(b) Each Borrower and each Guarantor, for itself and on behalf of its successors and assigns, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any claim released, remised and discharged by such Person pursuant to the above release. Each Borrower and each Guarantor further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Agent’s Lien on any item of Collateral under the Credit Agreement or the other Loan Documents. If each Borrower and each Guarantor or any of its respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

7. Choice of Law. THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AMENDMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH PARTY HERETO WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 7.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

8. Amendments. This Amendment cannot be altered, amended, changed or modified in any respect or particular unless each such alteration, amendment, change or modification is made in accordance with the terms and provisions of Section 14.1 of the Credit Agreement.

- 10 -

9. Counterpart Execution. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

10. Expenses. Each Borrower shall pay to the Agent and the Lenders all costs, all out-of-pocket expenses, and all fees and charges of every kind in connection with the preparation, negotiation, execution and delivery of this Amendment any documents and instruments relating thereto. In addition thereto, each Borrower agrees to reimburse Agent and the Lenders on demand for its costs arising out of this Amendment and all documents or instruments relating hereto (which costs may include the reasonable fees and expenses of any attorneys retained by Agent or any Lender).

11. Effect on Loan Documents.

(a) The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. The waivers, consents and modifications herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall not excuse any non-compliance with the Loan Documents (except as expressly stated herein), and shall not operate as a consent to any matter under the Loan Documents. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and other Loan Documents shall remain unchanged and in full force and effect. The execution, delivery and performance of this Amendment shall not operate as a waiver (except as expressly stated herein) of or, except as expressly set forth herein, as an amendment of, any right, power or remedy of the Lenders in effect prior to the date hereof. The amendments and waivers set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, and except as expressly set forth herein, shall neither excuse any future non-compliance with the Credit Agreement, nor operate as a waiver of any Default or Event of Default (other than the Designated Event of Default). To the extent any terms or provisions of this Amendment conflict with those of the Credit Agreement or other Loan Documents, the terms and provisions of this Amendment shall control.

(b) Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

(c) To the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

(d) This Amendment is a Loan Document.

- 11 -

(e) Unless the context of this Amendment clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.

12. Entire Agreement. This Amendment, and terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

13. Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

14. Reaffirmation of Obligations. Each of Parent and each Borrower hereby reaffirms its obligations under each Loan Document to which it is a party. Each of Parent and each Borrower hereby further ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof.

15. Ratification. Each of Parent and each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof and as amended hereby.

16. Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[signature pages follow]

- 12 -

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.


SKECHERS U.S.A., INC., a Delaware corporation, as Parent and as a Borrower
By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Chief Operating Officer

SKECHERS U.S.A., INC. II, a Delaware corporation, as a Borrower
By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Chief Financial Officer

SKECHERS BY MAIL, INC., a Delaware corporation, as a Borrower
By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Chief Financial Officer

310 GLOBAL BRANDS, INC., a Delaware corporation, as a Borrower
By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Chief Executive Officer

[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER)


XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as Agent and as a Lender
By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER]


BANK OF AMERICA, NA., as a Lender
By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	SVP

[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER]


PNC BANK, N.A., as a Lender
By:	/s/ XXXXX X. XXXXXXX
	Name:	XXXXX X. XXXXXXX
	Title:	VICE PRESIDENT

[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER]


UNION BANK, N.A, as a Lender
By:	/s/ XXXXX XXXXXXXX
	Name:	XXXXX XXXXXXXX
	Title:	VICE PRESIDENT

[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER]


HSBC BUSINESS CREDIT (USA) INC., as a Lender
By:	/s/ Xxxxx X. Xxxxxx-Xxxxx
	Name:	Xxxxx X. Xxxxxx-Xxxxx
	Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER]


CIT BANK, as a Lender
By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER]


	CAPITAL ONE LEVERAGE FINANCE CORPORATION, as a Lender
	By:
		Name:
		Title:

[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER]


U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx Xxxx Xxxxxxx
	Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER]

EXHIBIT A

Designated Events of Default

1.		an Event of Default under Section 8.2(a) of the Credit Agreement which may have occurred as a result of Parent’s failure to comply with the requirements of Section 5.11(a) of the Credit Agreement in connection with the formation of Skechers RB and the Skechers/HF JV Entity

2.		an Event of Default under Section 8.2(a) of the Credit Agreement which may have occurred as a result of Parent’s failure to provide Agent with copies of new Material Contracts (including the Skechers/HF JV LLC Agreement), and amendments to existing Material Contracts (including the Amendment to Lease Agreement, dated December 18, 2009 (the “Distribution Facility Lease Amendment”), with respect to the Distribution Facility Lease), in connection with the formation of the Skechers/HF JV Entity and the transactions contemplated by the Skechers/HF LLC Agreement, at the time specified for delivery of such copies in Section 5.14 of the Credit Agreement

3.		an Event of Default under Section 8.2(a) of the Credit Agreement which may have occurred as a result of Parent’s failure to comply with Section 6.1 and Section 6.2 of the Credit Agreement caused by the execution of Distribution Facility Lease Amendment and the resulting existence of Capitalized Lease Obligations under the Distribution Facility Lease, and Liens securing such Capitalized Lease Obligations, in excess of amounts permitted under the definitions of Permitted Indebtedness and Permitted Liens

4.		an Event of Default under Section 8.2(a) of the Credit Agreement which may have occurred as a result of Parent’s failure to comply with Section 6.7(b) of the Credit Agreement in connection with the execution and delivery of certain Material Contracts, and the amendment of certain existing Material Contracts (including the Distribution Facility Lease Amendment), in connection with the formation of the Skechers/HF JV Entity

5.		an Event of Default under Section 8.2(a) of the Credit Agreement which may have occurred as a result of the making of Investments by Parent and Skechers RB in the Skechers/HF JV Entity which were not permitted by Section 6.11 of the Credit Agreement

6.		an Event of Default under Section 8.2(c) of the Credit Agreement which has occurred as a result of Borrower’s failure to deliver Collateral Access Agreements with respect to new retail store locations opened between June 30, 2009 and the Second Amendment Date as required by Section 5.15 of the Credit Agreement

7.		an Event of Default under Section 8.2(d) of the Credit Agreement which may have occurred as a result of Parent’s failure to comply with Section 5.9 of the Credit Agreement arising from the Parent’s obligation under the Distribution Facility Lease to comply with the terms of a certain settlement agreement entered into by the lessor under the Distribution Facility Lease in settlement of certain pending litigation with the Sierra Club, entitled Sierra Club, a California not-for-profit corporation v. City of Xxxxxx Valley, Riverside County, California Superior Court Case No. RIC519566 (the “Sierra Club Settlement Agreement”), in connection with Parent’s lease and operation of the Rancho Belago Distribution Facility

an Event of Default under Section 8.8 of the Credit Agreement which may have occurred as a result of the representations and warranties set forth in Sections 4.1(c), 4.5, 4.6, 4.12 and 4.17 being incorrect when made or deemed made as a result of (i) the formation of Skechers RB, the Skechers/HF JV Entity and Skechers Guangzhou Co. Ltd., a Chinese company, (ii) the execution and delivery of certain new Material Contracts and amendments to certain existing Material Contracts in connection with the formation of the Skechers/HF JV Entity and the execution and delivery of the Skechers/HF JV LLC Agreement and Parent’s entering into of the transactions contemplated thereunder, (iii) the making of certain Investments by Parent in the Skechers/HF JV Entity prior to the Second Amendment Date, and (iv) the existence of Parent’s obligations in respect of the Sierra Club Settlement Agreement

EXHIBIT B

Schedules

[See attached]

Schedule 5.1

Deliver to Agent, with sufficient copies for the Lenders, each of the financial statements, reports, or other items set forth below at the following times in form reasonably satisfactory to Agent:


as soon as available, but in any event within 30 days (or, in the case of any month that is also the end of a fiscal quarter, 45 days) after the end of each month during each of Parent’s fiscal years,		(a) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow (which statements of cash flow are not required to be prepared in accordance with GAAP) covering Parent’s, its Subsidiaries’ and the Skechers/HF JV Entity’s operations for such period and for the period commencing at the end of the immediately preceding fiscal year and ending with the end of such month, and a report comparing the figures in such financial statements with the figures in Parent’s Projections for the corresponding periods and the figures for the corresponding periods of the immediately preceding fiscal year, and

		(b) a Compliance Certificate.

as soon as available, but in any event within 90 days after the end of each of Parent’s fiscal years,		(c) consolidated and consolidating financial statements of Parent, its Subsidiaries and the Skechers/HF JV Entity for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (i) “going concern” or like qualification or exception, (ii) qualification or exception as to the scope of such audit, or (iii) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7 of the Agreement), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), and

		(d) a Compliance Certificate.

as soon as available, but in any event within 30 days prior to the start of each of Parent’s fiscal years,		(e) copies of Parent’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of Parent as being such officer’s good faith estimate of the financial performance of Parent, its Subsidiaries and the Skechers/HF JV Entity during the period covered thereby.

if and when filed or provided,		(f) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports filed by Parent,

		(g) any other filings made by Parent or any Borrower with the SEC, and

		(h) any other information that is provided by Parent to its shareholders generally.


promptly, but in any event within 5 days after a Borrower has Knowledge of any event or condition that constitutes a Default or an Event of Default,		(i) notice of such event or condition and a statement of the curative action that the Borrowers propose to take with respect thereto.

promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Parent or any of its Subsidiaries,		(j) notice of all actions, suits, or proceedings brought by or against Parent or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Change.

promptly after receipt thereof by Parent or any of its Subsidiaries,		(k) copies of all material financial information received by Parent or any of its Subsidiaries in respect of the Skechers/HF JV Entity and copies of all information received by Parent or any of its Subsidiaries regarding any material deviations from the projected timing and budget for completion of the distribution facility contemplated under the Skechers/HF JV LLC Agreement (as in effect on the Second Amendment Date).

upon the request of Agent,		(l) any other information reasonably requested relating to the financial condition of Parent or its Subsidiaries.

EXHIBIT C

REAFFIRMATION AND CONSENT

All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Agreement dated as of June 30, 2009, as amended by that certain Amendment Number One to Credit Agreement and Waiver dated as of November 5, 2009 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO CAPITAL FINANCE, LLC (formerly known as Xxxxx Fargo Foothill, LLC), a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by that certain Amendment Number Two to Credit Agreement and Waiver, dated as of March 4, 2010 (the “Amendment”), by and among the Borrowers, the Lenders signatory thereto, and Agent. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and will not violate of any material provisions of federal, state, or local law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documents, or any order, judgment, or decree of any court or other Governmental Authority binding on it or its Subsidiaries, (iv) do not and will not in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Guarantor except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Guarantor, other than Permitted Liens, and (vi) do not and will not require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change; (b) consents to the amendment of the Credit Agreement as set forth in the Amendment and any waivers granted therein, including, without limitation, and agrees to the terms of the release granted in Section 6 thereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understand that neither any Agent nor any Lender has any obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this

Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent.

This Reaffirmation and Consent is a Loan Document.

THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have each caused this Reaffirmation and Consent to be executed as of the date of the Amendment.


SKECHERS COLLECTION, LLC, a California limited liability company

	By:	SKECHERS U.S.A., INC, Its sole member and manager

	By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Chief Operating Officer

SKECHERS SPORT, LLC, a California limited liability company

	By:	SKECHERS U.S.A., INC, Its sole member and manager

	By:	/s/ Xxxxx Xxxxxxxx

		Name: Xxxxx Xxxxxxxx
		Title: Chief Operating Officer

XXXXXX INVESTMENTS, LLC, a California limited liability company

	By:	SKECHERS U.S.A., INC, Its sole member and manager

	By:	/s/ Xxxxx Xxxxxxxx

		Name: Xxxxx Xxxxxxxx
		Title: Chief Operating Officer

XXXXXXXXX BLVD. PROPERTIES, LLC, a California limited liability company

	By:	SKECHERS U.S.A., INC, Its sole member and manager

	By:	/s/ Xxxxx Xxxxxxxx

		Name: Xxxxx Xxxxxxxx
		Title: Chief Operating Officer

[SIGNATURE PAGE TO REAFFIRMATION AND CONSENT]


SKX ILLINOIS LLC, an Illinois limited liability company

	By:	SKECHERS U.S.A., INC, Its sole member and manager

	By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Chief Operating Officer

[SIGNATURE PAGE TO REAFFIRMATION AND CONSENT]

Schedule 4.30(b)

Locations of Inventory and Equipment

Domestic warehouse locations

The following warehouse locations are all leased by Skechers U.S.A., Inc. from third parties with
the exception of 0000 Xxxxxxxxx Xxxxxx, which is leased from Yale Investments, LLC.

	1.		0000 Xxxx Xxxxxxx Xxxx., Xxxxxxx, XX 00000

	2.		0000 Xxxxxxxxx Xxx., Xxxxxxx, XX 00000

	3.		0000 X. Xxxxxxx Xxx., Xxxxxxx, XX 00000

	4.		0000 X. Xxxxxxx Xxx., Xxxxxxx, XX 00000

	5.		0000 X. Xxxxxxxxx Xxx., Xxxxxxx, XX 00000

Domestic retail store locations

See attached list of domestic stores, which includes five stores (nos. 291, 294, 295, 307 and 308)
that are expected to open within the next month. All of the domestic retail store locations are
leased by Skechers U.S.A., Inc.

STORE NO.

STORE TYPE

SQ.FT.

LOCATION NAME

ADDRESS

CITY

STATE

ZIP

PHONE

FAX

OPEN DATE

EXP. DATE

2,200

Manhattan Beach

0000 Xxxxxxxxx Xxx

Xxxxxxxxx Xxxxx

00000

310.318.3116

310.406.2946

6/1/95

2/15/15

WHS

10,140

Gardena

00000 X. Xxxxxxx Xxxxxx

Xxxxxxx

00000

310.327.4600

310.327.5274

9/1/95

8/31/10

OTL

4,490

Camarillo Promenade

000 Xxxxxxx Xxxx., #0000

Xxxxxxxxx

00000

805.388.1029

805.388.9603

4/23/09

1/31/20

1,531

Galleria at South Bay

0000 Xxxxxxxxx Xxxx., #000

Xxxxxxx Xxxxx

00000

310.370.7769

310.370.0490

6/1/96

6/30/16

OTL

2,768

Ontario Xxxxx Outlet Mall

0 Xxxxx Xxxxxx, #000

Xxxxxxx

00000

909.484.8733

909.484.8525

11/1/96

1/31/17

OTL

2,375

Gllroy Premium Outlets

0000 Xxxxxx Xxxxxx, #X000

Xxxxxx

00000

408.847.6485

408.847.6885

3/28/97

3/31/17

3,422

Xxxxxxxxx Xxxx

000X Xxxxxxxxx Xxxx, #E206

Xxxxxxx

00000

925.691.5877

925.691.5878

7/1/97

1/31/11

10R

OTL

4,001

Arizona Xxxxx

0000 Xxxxxxx Xxxxx Xxxxxx, #000

Xxxxx

00000

480.755.7888

480.755.1261

6/28/07

4/30/17

OTL

2,300

Woodbury Common Premium
Outlets

000 Xxxxxxxxx Xxxxx

Xxxxxxx Xxxxxx

00000

846.928.1459

845.928.1456

3/27/98

1/31/19

1,562

Garden Xxxxx Xxxxx

0 Xxxxxx Xxxxx Xxxxx, #0000

Xxxxxxx

00000

201.281.4128

201.291.4134

8/15/97

1/31/18

16R

OTL

6,000

Tanger Outlet. Riverhead II

Long Island Expressway, Exlt
00 Xxxxxx Xxxxx, Xxxxx #0000

Xxxxxxxxx

00000

631.369.5525

000.000.0000

8/7/03

1/31/13

18R

3,108

Xxxxxxx Center

0000 Xxxxxxx Xxxx., #000

Xxx Xxxxxxx

00000

310.552.5185

310.662.5037

4/30/03

1/31/13

OTL

3,197

Mllpitas Xxxxx

000 Xxxxx Xxxx Xxxxx

Xxxxxxxx

00000

408.719.8165

408.719.8255

4/1/98

4/30/15

21R

2,019

Irvine Spectrum

00 Xxxxxxx Xxxxx, #000

Xxxxxx

00000

949.450.0994

949.450.0995

5/1/08

4/30/18

2,093

The Block at Orange

00 Xxxx Xxxx. X0, Xxxxx #000

Xxxxxx

00000

714.978.2951

714.939,6979

11/19/98

1/31/19

WHS

11,000

Tarzana

00000 Xxxxxxx Xxxx.

Xxxxxxx

00000

818.345.1024

818.345.0662

5/1/98

1/31/13

OTL

3,000

Wrentham Village Premium
Outlets

0 Xxxxxxx Xxxxxxx Xxxx., #000

Xxxxxxxx

00000

508.384.8001

508.384.1418

5/22/98

5/31/15

WHS

5,600

Anahelm

0000 X. Xxxxx Xxxxxxx Xxxx.

Xxxxxxx

00000

714.956.2477

714.956.2506

8/1/98

7/31/13

STORE NO.

STORE TYPE

SO.FT.

LOCATION NAME

ADDRESS

CITY

STATE

ZIP

PHONE

FAX

OPEN DATE

EXP. DATE

WHS

9,110

Van Nuys

0000 Xxx Xxxx Xxxx.

Xxx Xxxx

00000

818.989.2189

818.989.2171

6/1/98

6/25/13

OTL

1,898

Waikele Premium Outlets

00-000 Xxxxxxx Xxxxxx, Xxxx. 0, #000

Xxxxxxx

00000

808.880.9711

808.680.9239

7/23/98

7/31/15

29R

1,972

Bridgewater Commons

000 Xxxxxxx Xxx, #0000

Xxxxxxxxxxx

00000

908.685.5808

908.252.1779

11/21/08

9/30/18

OTL

3,166

Fashion Outlets

00000 Xxx Xxxxx Xxxx., #000

Xxxxx

00000

702.874.1890

702.874.1895

7/15/98

1/31/19

31R

3,194

The Oaks

000X. Xxxxxxxxx Xxxxx, #XXX0

Xxxxxxxx Xxxx

00000

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1,995

Bayside Marketplace

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OTL

2,970

Dolphin Mall

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1,982

Glendale Galleria

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WHS

7,100

San Diego

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OTL

4,073

Xxxx Xxxxx

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OTL

3,846

Concord Xxxxx

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704.979.8333

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1/31/18

4,261

Universal City Walk

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WHS

10,317

Norwalk

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562.868.7747

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WHS

10,400

EI Monte

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626.454.3600

626.454.3657

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XXX

0,000

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000 Xxxxxxxxx Xxxx., #0000

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908.820.8825

908.820.8826

12/4/99

1/31/20

OTL

3,682

Opry Xxxxx

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4,724

New York

000 X. 00xx Xxxxxx

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3,817

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407.477.0029

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OTL

4,267

Arundel Xxxxx

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443.755.888

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XXX

0,000

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619.934.7340

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OTL

3,792

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OTL

2,011

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951.922.9301

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WHS

8,932

Westhelmer Square Center

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OTL

2,389

Folsom Premium Outlets

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WHS

9,596

Huntington Park

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WHS

12,000

Halleah

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WHS

7,200

San Francisco

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WHS

10,000

Houston

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WHS

12,669

Xxxx Valley

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WHS

10,400

The Edgewood Center

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3,783

Grapevine Xxxxx

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WHS

10,000

San Antonio

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210.927.7664

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WHS

8,681

Long Beach

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XXX

0,000

Xxxxxxxxx Xxxxx Xxxx Center

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3,389

Discover Xxxxx

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7,910

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WHS

9,853

Mlami Gateway

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3,858

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London. SHECHERS USA, LTD

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Paris. SKECHERS USA FRANCE SAS

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Colorado Xxxxx

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Third Street Promenade

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Xxxx Canovanaa

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Las Vegas Outlet Center

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3,500

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9,666

Los Angeles

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WHS

13,305

EI Cerrito

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3,500

Tanger Outlet Center Kittery II

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2,400

Twelve Oaks

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ZIP

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FAX

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6,000

Queens Place

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OTL

3,511

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2,995

The Plaza at the King of Prussia

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WHS

10,512

Fresno

00 X. Xxxx Xxxxxx

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559.221.0399

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0,000

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952.854.3000

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OTL

3,414

Carlsbad Premium Outlets

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760.918.0040

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OTL

3,500

Tanger Outlet Center Wisconsin
Dells

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608.253.2024

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3,019

Florida Mall

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407.851.0900

407.851.6773

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OTL

4,527

Tanger Outlet, Myrtle Beach

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843.449.7473

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6/28/02

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WHS

8,000

Washington Square

0000 X. Xxxxx Xxx.

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773.489.9901

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OTL

4,550

Xxxxxxxx Xxxxxx

00.00 Xxxxxxxx Xxxxxx

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00000

718.204.0040

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4/11/02

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100

6,372

Times Square, Reuters Building

0 Xxxxx Xxxxxx

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212.869.9550

212.869.9548

1/11/03

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102

WHS

8,000

El Paso

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103

2,781

Houston Galleria II

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104

3,165

Tyson’s Corner

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703.790.5520

000.000.0000

10/4/02

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105

2,650

The Trafford Centre

153 Regent Crescent Xxxx 00

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X00 0XX

00.00.000.0000

11/18/02

11/17/17

107

3,247

Ala Moana Shopping Center

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00000

808.941.0660

808.941.664

10/4/02

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109

3,358

Toronto Xxxxx Centre

000 Xxxxx Xxxxxx, Xxxxx X.000

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Xxxxxx

X0X 0X0

416.351.9449

416.351.9229

11/21/02

10/31/12

STORE NO.

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SQ.FT.

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CITY

STATE

ZIP

PHONE

FAX

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111

OTL

3,001

Prime Outlets at
Grove City

Grove City Factory Shops #1020 0000
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724.748.3647

724.748.4674

11/14/02

11/30/12

112

2,846

Xxxxxxxxx Xxxxxx

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516.873.7267

516.873.8028

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113

WHS

7,200

XxXxxxxx Plaza

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281.988.5796

281.999.0317

5/1/03

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114

OTL

3,155

Las Vegas Premium
Outlet

000 X. Xxxxx Xxxxxxx Xxxxxxx, #0000

Xxx Xxxxx

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702.383.4081

702.383.4063

8/1/03

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115

3,600

Bull Ring

Unit SU722 Upper Mall East, The
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X0 0XX

44.0121.643.5686

8/4/03

8/3/18

116

2,500

Town Center at Boca
Raton

0000 Xxxxxx Xx. #0000

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561.368.1622

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2/13/03

2/28/13

000

XXX

3,200

Cheshire Oaks Outlet

Cheshire Oaks Outlet Village,
Block A Xxxx 00 Xxxxxx Xxxx,
XXXXX XXXXXX Xxxxxxxxx Xxxx

Xxxxxxxxxx

Xxxxxxx

XX00 0XX

44.0151.358.8105

7/17/03

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119

WHS

11,250

Southgate Mall

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916.424.8783

916.424.8744

6/20/03

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120

WHS

10,251

Pavillions at San Mateo

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505.884.1191

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000

XXX

3,894

Tanger Outlet Center
Five Oaks

0000 Xxxxxxx, #0000

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865.453.9911

865.453.9916

8/14/03

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122

WHS

8,196

Pine Trail Square Mall

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581.881.6831

581.881.8841

8/7/03

8/31/13

123

OTL

3,200

Xxxxxxx Outlet Village

000 Xxxxxxxx Xxxx, Xxxxx 000X, Xxxxx 000

Xxxxxxx

00000

732.928.3636

732.928.6906

11/20/03

5/31/13

000

XXX

3,000

St. Augustine Outlet Center

0000 Xxxxx Xxxx 00, #000

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904.819.9376

904.819.9381

7/17/03

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125

OTL

3,718

Carolina Premium
Outlets

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919.989.2133

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126

2,486

Fashion Show Las Vegas

0000 Xxx Xxxxx Xxxxxxxxx, Xxxxx,
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702.696.9906

702.696.1247

11/15/03

1/31/14

127

3,276

Amsterdam

Xxxxxxxxxxxx 000.000

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Xxxxxxxxxxx

0000 XX

31 20 528 7272

31205285011

1/15/03

1/14/13

128

3,197

Skechers USA

C.C. Xanadu —Local 340 Xxxxxxx X0, XX 00,000 00000 Xxxxxxxxxxxxx

Xxxxxx

Xxxxx

34 91 647 9771

34 91 647 9776

2/1/03

5/15/13

129

WHS

8,624

Clearwater Mall

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727.791.4048

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10/30/03

10/31/13

STORE NO.

STORE TYPE

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ADRESS

CITY

STATE

ZIP

PHONE

FAX

OPEN DATE

XXX.XXXX

130

OTL

3,500

Tanger Outlet Center Charieston

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843,554,8175

843.554.8177

8/4/06

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132

WHS

5,512

Aurora City Place

000 X. Xxxxxxx Xx., SM.3

Xxxxxx

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303,334.5767

303.367.2552

7/24/03

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133

2,553

The Corner Mail

000 Xxxxxxxxxx Xx.

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9/26/03

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134

WHS

6,150

Xxxx Xxxxx

0000 X.Xxxxxxxxx Xxx.,
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Xxxxx

00000-0000

813.265.9133

813.960.9385

11/3/03

10/31/13

000

XXX

3,065

Fashion Outlets of Niagara

0000 Xxxxxxxx Xxxx, #00

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716.297.5484

716.297.4275

7/31/03

7/31/13

137

OTL

3,100

Xxxxxxx Xxxxx

1Bass Pro Xxxxx Xxxxx, #000 Xxxxxxx

Xxxxxxx

Xxxxxx

X0X0X0

905.760.0101

905.760.8077

6/1/05

5/31/15

138

4,005

Dusseldorf

Xxxxxxxxxxxxx 00

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00000

49.211.1365686

49.211.1365687

9/9/03

5/31/13

000

XXX

3,380

Silver Sands Factory Stores

00000 Xxxxxxx Xxxxx Xxxxxxx Xxxx, #000

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00000

850.650.0387

850.650.0951

7/2/03

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140

WHS

8,891

North Creek Plaza

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Xxxxxx

00000

956.796.1531

956.729.1862

3/1/07

2/29/12

000

XXX

3,399

Potomac Xxxxx

0000 Xxxxxxx Xxxxx Xxxxxx, #000

Xxxxxx Xxxxxxx

00000

703.490.5546

703.490.5760

5/28/04

1/31/15

000

XXX

3,748

Sawgrass Xxxxx

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00000

954.838.9337

954-838.0162

7/23/04

1/31/15

000

XXX

3,159

St. Xxxxx Xxxxx

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314.227.5868

314.227.5870

5/21/04

1/31/15

144

OTL

3,287

Jersey Shore Premium Outlets

1 Premium Outlets Bivd., #000

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00000

732.695.1919

732.695.1994

11/13/08

1/31/14

145

OTL

3,214

Seattle Premium Outlets

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360.716.3886

360.716.3888

5/5/05

5/31/15

000

XXX

3,500

Tanger Outlet Center Foley

0000 X Xxxxxxxx Xx., #000

fotey

36535

251-943-9101

000-000-0000

11/18/05

11/30/10

000

XXX

4,000

Rehoboth I Tanger Outlets

00000 Xxxxxx Xxxxxx Xxxxx, #000

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302.644.6834

302.644.6836

7/1/05

6/30/16

000

XXX

4,000

Locust Grove Tanger Outlet Center

0000 Xxxxxx Xxxxx, #000

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770.288.2011

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8/31/15

000

XXX

3,380

Great Lakes Crossing

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Xxxxx Xxxxx

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248.972.0807

248.972.0829

6/8/05

1/31/15

STORE NO.

STORE TYPE

SQ.FT.

LOCATION NAME

ADDRESS

CITY

STATE

ZIP

PHONE

FAX

OPEN DATE

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150

OTL

2,498

North Georgia Premium
Outlets

000 Xxxxxxx 000 Xxxxx, #0000

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706.216.1262

706.216.1362

7/15/05

7/31/10

000

XXX

3,168

Clinton Crossing Premium
Outlets

00-X Xxxxxxxxxxxx Xxxxxxx, #000

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00000

860.664.3833

860.664.3848

8/4/05

7/31/15

152

3,045

Bellevue Square

000 Xxxxxxxx Xxxxxx, #000

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00000

000.000.0000

426.688.7606

7/29/05

6/30/15

000

XXX

3,350

Tllton

000 Xxxxxxx Xxxx, #000

Xxxxxx

00000

603.286.1247

603.286.9314

8/19/05

8/31/10

000

XXX

3,320

Round Rock Premium
Outlets

0000 Xxxxx XX-00, Xxxxx #000

Xxxxx Xxxx

00000

512.8690.3090

512.819.9080

8/3/06

8/31/10

155

2,700

Gaslamp

000 0xx Xxxxxx, #0-000 and 0-000

Xxx Xxxxx

00000

619.238.0912

619.238.4749

6/29/06

8/31/16

156

1,995

Burbank Colleotlon

000 X. Xxxx Xxxxxx, #000

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00000

818.524.2108

818.524.2106

2/26/09

1/31/19

000

XXX

3,569

Branson Tanger Outlet
Center

000 Xxxxxx Xxxxxxxxx, #000

Xxxxxxx

00000

417.339.1304

417,339.1308

8/31/05

8/31/15

158

2,012

The Pier at Ceasars

One Atlantic Ocean, #BW-236

Xxxxxxxx Xxxx

00000

609.345.7980

609.449.0369

10/19/06

12/31/16

159

2,370

Westfield Topanga Plaza

0000 Xxxxxxx Xxxxxx Xxxx., #00X

Xxxxxx Xxxx

00000

818.887.1827

818.887.5740

3/1/07

6/30/17

160

2,360

Vegas Town Square

0000 Xxxxx Xxx Xxxxx Xxxx, #X-000

Xxx Xxxxx

00000

702.361.8958

702.407.8463

11/14/07

11/30/17

161

2,456

North Park Center

0000 XxxxxXxxx Xxxxxx

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00000

214.360.9303

214.360..9609

4/7/06

4/30/16

000

XXX

4,250

Rio Grande Outlet Center

0000 Xxxx Xxxxxxxxxx 00, Xxxxx #000

Xxxxxxxx

00000

959.595.2011

956.565.2034

11/2/06

11/30/11

000

XXX

3,600

Park City Factory Outlets Tanger

0000 Xxxxx Xxxxxxxx Xx.

Xxxx Xxxx

00000

436.655.3912

435.655.3917

1/20/06

1/31/11

000

XXX

3,075

Osage Beach Premium
Outlets

4540 Highway 54 Space Q1

Xxxxx Xxxxx

00000

573.348.1883

573.348.4425

5/19/06

5/31/11

165

2,531

Hollywood & Highland
Center

0000 Xxxxxxxxx Xxxxxxxxx, #X0-000X

Xxxxxxxxx

00000

323.382.0108

323.382.0124

6/28/06

4/30/16

166

2,700

Summlt Slerra

00000 X Xxxxxxxx Xx, #000

Xxxx

00000

775.853.3330

775.853.3371

10/4/06

10/31/16

STORE NO.

STORE TYPE

SQ.FT.

LOCATION NAME

ADDRESS

CITY

STATE

ZIP

PHONE

FAX

OPEN DATE

XXX.XXXX

167

1,803

Del Amo Fashion Center

0 Xxx Xxx Xxxxxxx Xxxxxx, #00

Xxxxxxxx

00000

310.793.2474

310.793.2484

9/14106

1/31/17

168

2,466

Tempe Market Place

0000 X. Xxx Xxxxxx Xxxxxxx, #0000

Xxxxx

00000

480.966.2663

480.966.2664

8/23/07

8/31/17

169

2,708

Queens Center Mall

00-00 Xxxxxx Xxxx, #0000

Xxxxxxxx

00000

718.592.4073

718.592.2418

7/20/06

1/31/17

170

2,322

Woodbridge Center

0000 Xxxxxxxxxx Xxxxxx

Xxxxxxxxxx

00000

732.726.0920

732.726.0938

8/30/06

1/31/17

000

0,000

Xxxx Xxxxxxxx Mall

0000-000 Xxxxxx Xxxx X-000, Xxxxxxxx

Xxxxxxx

Xxxxxx

X0X 0X0

780.481.1277

780.481.8012

7/12/06

8/30/16

172

OTL

3,515

Atlantic City Outlets

000 X. Xxxxxxxx, #000

Xxxxxxxx Xxxx

00000

609.344.2850

609.344.2852

8/30/07

7/31/17

000

XXX

3,500

Prlme Orlando

0000 Xxxxxxxxxxxxx Xx., Xxxxx 0X-0.0

Xxxxxxx

00000

407.370.2945

000.000.0000

8/11/07

8/31/17

174

2,500

Cherry Creek

0000 Xxxx Xxxxx Xxx., #000

Xxxxxx

00000

303.333.1864

303.333.1871

9/28/06

1/31/16

175

2,247

International Plaza

0000 X. Xxxx Xxxxx Xxxx., #000

Xxxxx

00000

813.871.5970

813.871.5973

10/05/06

1/31/16

176

2,483

Promenade Shops at Dos Lagos

0000 Xxxxx Xxxxx, #0-000

Xxxxxx

00000

951.277.0484

951.277.1255

1/18/07

1/31/17

177

2,687

Arrowhead Towne Center

0000 Xxxx Xxxxxxxxx Xxxxx Xxxxxx, #0000

Xxxxxxx

00000

623.979.9040

623.979.9628

10/11/06

10/31/16

178

2,184

Xxxxxx Square

0000 00xx Xxxxxx Xxxxx, #000X

Xx. Xxxxxxxxxx

00000

727.345.1061

727.346.3630

12/7/08

1/31/17

179

OTL

3,600

Albertville Premium Outlets

0000 Xxxxxxx Xxx XX Xxxxx X000

Xxxxxxxxxxx

00000

763.488.1556

763.488.1557

9/21/06

9/30/11

180

2,359

Northshore Mall

000 Xxxxxxx Xx. #X000

Xxxxxxx

00000

978.531.7019

978.531.7046

4/24/08

1/31/19

181

1,735

Mall at Rockingham

00 Xxxxxxxxxx Xxxx Xxxx., #X-000

Xxxxx

00000

603.893.1697

000.000.0000

1/10/07

1/31/17

000

0,000

Xxxx xx Xxx Xxxxxxxxx

0000 X. Xxxxxx Xxxxxx, #X-000

Xxxxxxxxxx

00000

603.629.9647

603.629.9659

11/29/06

1/31/17

183

1,858

Xxxxxxx Xxxx

000 Xxxxxx Xxxxx Xxxx., #X-000

Xxxxxxxxxxx

00000

508.481.8042

508.481.8627

1/17/07

1/31/17

184

2,009

Anahelm Gardenwalk

000 Xxxx Xxxxxxx Xxx., #000

Xxxxxxx

00000

714.533.9621

714.533.3779

5/29/08

5/31/18

STORE NO.

STORE TYPE

SQ.FT.

LOCATION NAME

ADDRESS

CITY

STATE

ZIP

PHONE

FAX

OPEN DATE

XXX.XXXX

185

OTL

3,066

Hilton Head Factory
Outlet Center

1414 Fording Island
Road, #A130

Xxxxxxxx

00000

843.837.2344

843.837.2347

3/15/07

3/31/12

186

OTL

3,500

Xxxxxxxx Outlet
Center

0000 X. Xxxxxx Xxxx., #000

Xxxxxxxx

00000

225.644.4555

225.644.3248

11/20/07

11/30/12

000

XXX

0,000

Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx,
XX

0000 Xxxxxx Xxxx., #000

Xxxxxxxxxx

00000

724.228.8823

724.228.8825

8/29/08

8/31/13

188

WHS

7,087

Valley Plaza
Shopping Center

0000 Xxxx Xxxx Xxxxxx, Xxxxx X

Xx Xxxxxx

00000

760.353.8873

760.353.5911

12/7/06

12/31/16

189

2,499

Freehold Raceway
Mall

0000 Xxxxx 0, Xxxxx
#X-000

Xxxxxxxx

00000

732.625.1451

732.625.1458

2/21/07

12/31/16

190

OTL

3,000

Chicago Premium
Outlets

0000 Xxxxxxx Xxxxxxx Xxxx., #000

Xxxxxx

00000

630.236.1118

630.236.1120

6/21/07

4/30/17

000

XXX

3,302

Prime Outlets at
Pleasant Prairie

00000 000^xx Xxx., #000

Xxxxxxxx Xxxxxxx

00000

262.857.9250

262.857.9470

3/22/07

3/31/17

193

1,920

Xxxxxx Creek Square

0000 Xxxxxxx xx Xxxxx Xxxxxxx, #X00X

Xxxxxx

00000

512.732.1882

512.732.1821

8/23/07

1/31/18

000

0,000

Xxxxxxxx Xxxx Xxxx

000 Xxxxxx Xxxxxxx
Xxxxxxx, #X000X

Xxxxxx

00000

603.891.1031

603.891.1045

4/5/07

1/31/18

195

2,412

Edison Mall

0000 Xxxxxxxxx Xxx., #0000X

Xxxx Xxxxx

00000

239.939.4911

239.939.2533

5/24/07

1/31/18

000

XXX

3,000

Leesburg Corner
Premium Outlets

000 Xxxx Xxxxx Xxxx,
XX, #0000

Xxxxxxxx

00000

703.779.2650

703.779.8497

5/17/07

4/30/17

197

OTL

3,497

Philadelphia
Premium Outlets

00 Xxxxxxxx Xxxx,
#0000

Xxxxxxxxx

00000

000.000.0000

610.326.9735

11/8/07

11/30/12

000

XXX

3,500

Tanger Outlet
Center Barstow

0000 Xxxxxx Xxx,
#000

Xxxxxxx

00000

760.253.3707

760.253.3708

12/13/07

12/31/12

199

1,992

Arden Fair

0000 Xxxxx Xxx,
#0000

Xxxxxxxxxx

00000

916.925.0980

916.925.8122

5/24/07

5/31/17

200

2,658

Aventura Mall

00000 Xxxxxxxx Xxxx., #0000

Xxxxxxxx

00000

305.682.9221

305.682.9224

6/28/07

3/31/17

201

2,414

Northgate Mall

000 XX Xxxxxxxxx
Xxx, #000X

Xxxxxxx

00000

206.362.2930

206.362.3865

10/30/07

1/31/18

202

2,000

The Shops at
Mission Viejo

555 The Shops at
Xxxxxxx Xxxxx,
#000X

Xxxxxxx Xxxxx

00000

949.365.1258

949.365.0734

8/15/07

1/31/18

203

2,132

Plaza Xxxxxx

0000 Xxxxxx Xxxxx
Xxxx, #0000

Xxxxxxxx Xxxx

00000

619.267.8053

619.267.2384

7/1/08

1/31/19

STORE NO.

STORE TYPE

SQ.FT.

LOCATION NAME

ADDRESS

CITY

STATE

ZIP

PHONE

FAX

OPEN DATE

XXX.XXXX

204

2,259

South Park Center

000 Xxxxxxxxx Xxxxxx Xxxxx, #XX00

Xxxxxxxxxxxx

00000

440.238.6517

440.238.6533

5/24/07

1/31/18

206

1,986

Great Northern Mall

0000 Xxxxx Xxxxxxxx Xxxx Xxxx., #000

Xxxxx Xxxxxxxx

00000

440.734.3465

440.734.3630

8/16/07

1/31/18

000

XXX

2,750

North Bend Factory Stores

000 Xxxxx Xxxx Xxx. #000X0

Xxxxx Xxxx

00000

425.888.8860

425.888.8863

5/24/07

5/31/17

000

XXX

2,426

Factory Store at Camarillo Outlet

000 X. Xxxxxxx Xxxx, #000

Xxxxxxxxx

00000

806.389.7424

805.389.7430

6/21/07

6/30/17

210

2,527

Dadeland Mall

0000 Xxxxxxxx Xxxx, #0000

Xxxxx

00000

786.268.1088

786.268.1168

8/9/07

1/31/18

211

2,003

Clelo Vista Mall

0000 Xxxxxxx Xxxx. Xxxx, #X00X

Xx Xxxx

00000

915.781.7766

915.781.7765

5/8/08

1/31/19

212

WHS

8,998

Hillside Plaza

000 Xxxxxxxx (Xxxxx 0 Xxxxx)

Xxxxxx

00000

781.231.1000

781.231.1162

10/16/07

8/31/17

213

WHS

6,000

Pacific Town Center

000 x. Xxxxxx Xxxx

Xxxxxxxx

00000

209.952.4519

209.952.5861

9/22/07

8/31/12

215

2,310

Annapolls Mall

0000 Xxxxxxxxx Xxxx, #0000

Xxxxxxxxx

00000

410.573.9229

000.000.0000

11/1/07

1/31/18

216

2,707

Altamonte Mall

000 Xxxxxxxxx Xxx., #0000

Xxxxxxxxx Xxxxxxx

00000

407.332.7362

407.332.7908

5/15/08

1/31/19

217

2,186

Riverchase Galleria

0000 Xxxxxxxxxx Xxxxxxxx, #000

Xxxxxx

00000

205.560.0695

205.560.0697

10/21/07

1/31/18

218

2,164

North Point Mall

0000 Xxxxx Xxxxx Xxxxxx, #0000

Xxxxxxxxxx

00000

770.667.2253

770.667.2071

11/15/07

1/31/18

219

2,381

Augusta Mall

0000 Xxxxxxxxxxx Xxxx, #0000

Xxxxxxx

00000

706.736.1070

706.736.1072

10/19/07

1/31/18

220

2,080

Meadowood Mall

0000 Xxxxxxxxx Xxxx Xxxxxx, #X000

Xxxx

00000

775.828.9400

776.828.9403

3/13/08

1/31/18

221

1,997

Xxxxxxxx Fashion Center

0000X. Xxxxxxxx Xxxx. #0000

Xxxxxxxx

00000

480.963.8600

480.963.8610

11/8/07

11/30/17

222

7,800

San Francisco

000 Xxxxxx Xxxxxx

Xxx Xxxxxxxxx

00000

415.986.7044

415.986.7056

10/16/08

10/31/18

223

WHS

7,102

Xxxxxxxxx Commons

000 X. Xxxxxx Xxxx, Xxxxxx 000, 207, 208, & 209

Xxxxxxxx

00000

623.932.2027

623.932.3770

4/17/08

1/31/13

224

OTL

3,196

Houston Premium Outlets

00000 Xxxxxxxxx Xxxx, #0000

Xxxxxxx

00000

281.758.1830

281.758.1639

3/27/08

1/31/14

STORE

LOCATION

OPEN

NO.

TYPE

SQ.FT

NAME

ADDRESS

CITY

STATE

ZIP

PHONE

FAX

DATE

XXX.XXXX

225

2,569

Perimeter Mall

0000 Xxxxxxx-Xxxxxxxx Xx., #0000

Xxxxxxx

00000

770.396.4221

770.398.4082

4/3/08

1/31/19

226

2,002

The Oaks Mall Florida

0000 Xxxxxxxx Xxxx, #X0

Xxxxxxxxxxx

00000

352.332.2473

352.332.2708

9/18/08

1/31/19

227

2,500

Pembroke Lakes Mall

00000 Xxxxx Xxxx., #000

Xxxxxxxx Xxxxx

00000

954.447.1449

954.447.1491

6/13/09

1/31/20

228

2,174

Coastlnad Center

0000 Xxxxx Xxxxxxx Xxxxx, #X0

Xxxxxx

00000

239.261.3449

239.262.2692

6/12/08

1/31/19

229

3,035

The Xxxxxx House Hilton
Retail Development

00 Xxxx Xxxxxx Xx., #X-0
SHIPPING ADDRESS:
000 X. Xxxxx Xx.

Xxxxxxx

00000

312.346.2302

312.346.2387

5/1/08

6/30/23

230

2,623

Westfield Southcenter

000 Xxxxxxxxxxx Xxxx, #0000

Xxxxxxx

00000

206.246.2459

206.246.0662

7/25/08

1/31/18

231

OTL

3,500

Prime Outlets Williamsburg

0000 Xxxxxxxx Xx., #X000

Xxxxxxxxxxxx

00000

757.220.3813

757.220.4824

4/17/08

4/30/18

000

XXX

3,500

Prime Outlets Xxxxxx Xxxx

0 Xxxxx Xxxxxxx Xxxx., #000

Xxxxxxxxxxx

00000

787.970.0134

787.970.0136

11/14/08

11/30/18

233

OTL

3,542

Prime Outlets Hagerstown

000 Xxxxx Xxxxxxx Xxxx., #000

Xxxxxxxxxx

00000

240.420.0050

240.420.0052

3/13/09

3/31/19

000

XXX

3,195

Prime Outlets Birch Run

00000 Xxxxx Xxxxx Xx., #X000

Xxxxx Xxx

00000

989.624.9336

989.624.9526

4/10/08

4/30/18

236

2,500

Xxxxxxxx Xxxx Xxxxxx

0000 X. Xxxxxxxx Bivd., #C107

Xxxxxxxx

00000

623.772.1717

623.772.1919

1/18/08

1/31/19

237

2,694

SanTan Village

0000 Xxxx Xxxxxxxx Xxxxx Xxxx, #000

Xxxxxxx

00000

480.857.2442

480.857.8227

3/27/08

3/31/18

000

0,000

Xxxxxxxxx Xxxx Xxxx

0000 X.X. Xxxxxxx 00 X, #X00X

Xxxxxxxxx

00000

317.885.9470

317.885.9471

4/17/08

1/31/19

239

2,600

The Avenues

00000 Xxxxxxxxx Xxxx., #0000X

Xxxxxxxxxxxx

00000

904.363.2838

904.363.2928

5/22/08

1/31/19

000

XXX

2,227

Livingston Designer Outlet

Xxxxxxxxxx Xxxxxx, Xxxx 000
Xxxx Xxxxxxx, XX00 0XX

Xxxxxxxxxx

Scotland

441506465605
Sales floor

441506465604
office number

4/25/08

3/31/18

241

3028 Ground
Floor 1728
Basement 0000

Xxxxx Xxxxxx

00 Xxxxx Xxxxxx Xxxx, Xxxxx X

Xxx Xxxx

00000

212.647.8891

212.647.8893

12/6/08

4/30/19

242

2,300

Westfield Galleria at
Roseville

0000 Xxxxxxxx Xxxx., #0000

Xxxxxxxxx

00000

916.782.1404

916.782.1462

7/11/09

1/31/20

000

XXX

3,000

Preferred Outlets at Tulare

0000 Xxxxxxxxxx Xx., #X000

Xxxxxx

00000

559.684.7478

559.684.7495

11/6/09

1/31/11

STORE

LOCATION

TYPE

SQ.FT.

NAME

ADDRESS

CITY

STATE

ZIP

PHONE

FAX

OPEN DATE

EXP. DATE

244

OTL

3,401

Crossiron Xxxxx

261055 Crossiron Bivd,#433 Rocky View

Alberta

canada

T4AOG3

403.275.8013

403.275.8037

8/19/09

8/31/19

000

XXX

3,040

The Legends at Xxxxxx Xxxxxx

0000, Xxxxxxx Xxxxx, #000

Xxxxxx

00000

775.358.4082

775.358.7528

6/18/09

1/31/20

000

XXX

3,361

Lighthouse Place Premium Outlets

000 Xxxxxx Xx, #X000

Xxxxxxxx Xxxx

00000

219.878.0526

219.878.0527

8/28/08

1/31/20

000

XXX

4,000

The Crossing Factory Outlets

0000 Xxxxx 000, Xxxxx #X00

Xxxxxxxxxxxx

00000

570.629.4210

670.629.5017

9/25/08

1/31/19

000

XXX

3,000

Tanger Factory Outlets at

000 Xxxxxx X Xxxxxx Xxxx,#0000

Xxxxxxxx

00000

706.336.8471

706.336.8483

4/24/09

4/30/14

Commerce

252

OTL

3,727

Tanger Factory Outlets at Myrtle Beach Hwy 501

4633 Factory Stores Xxxx,#000

Xxxxxx Xxxxx

00000

843.236.8085

843.236.6650

9/4/08

9/30/13

255

OTL

3,154

Prime Outlet Jeffersonville

8000 Factory Shops Bivd,#620

Xxxxxxxxxxxxxx

00000

740.948.2048

740.948.2036

9/4/08

9/30/18

257

WHS

6,000

Xxxxxx Plaza

000 X.Xxxxxx Xxxx,#000

XxxXxxxx

00000

702.437.7676

702.437.7141

11/28/08

1/31/14

258

2,312

Tucson Mall

0000 X.Xxxxxx Xxxx, #000

Xxxxxx

00000

520.293.2355

520.293.2257

3/20/09

3/31/19

259

2,500

Lincoin Road

000 Xxxxxxxx Xxxx

Xxxxx

00000

305.673.9601

305.674.8268

8/1/09

3/31/19

260

3,252

Natick Collection

0000 Xxxxxxxxx Xxxxxx, #0000

Xxxxxx

00000

508.661.0569

508.651.4174

11/26/08

10/31/18

261

2,227

Park Xxxxxxx

0000 Xxxx Xxxxxxx Xxxxxx Xx, #0000 (mall should be sent to #1081)

Xxxx Xxxx

00000

720.873.2800

720.873.2819

11/13/08

11/30/18

262

OTL

3,678

Prime Outlet Xxxxxxx

0 Xxxxxxx Xxxxx Xxxx.,#000

Xxxxxxx

00000

864.487.9536

864.487.9537

3/13/09

3/31/19

000

XXX

3,780

The Shoppes at Prime Outlets

0000 Xxxxxxxxxxxxx Xx,#X

Xxxxxxx

00000

407.351.2902

407.351.2964

2/13/09

2/28/14

International–Orlando.

264

OTL

3,000

Tanger Outlets Xxxxxx

0000 X.Xxxxxxxx Xxxx, #X00X

Xxxxxx

00000

517.545.5715

517.546.5717

3/19/09

3/31/14

266

OTL

3,500

Edinburgh Premium Outlets

00000 Xxxxx Xxxxxxxxx Xxxxx,#000

Xxxxxxxxx

00000

812.526.6044

812.526.5147

3/27/09

1/31/20

000

XXX

3,848

Citadel Outlets

000 Xxxxxxx Xxxxx, #000

Xxxxxxxx

00000

323.832.9884

323.832.9870

5/22/09

5/31/19

269

OTL

2,850

Vacaville Premium Outlats

000 Xxx Xxxx Xxxx, #000X

Xxxxxxxxx

00000

000.000.0000

707.451.3785

5/22/09

1/31/20

STORE NO.

STORE TYPE

SQ.FT.

LOCATION NAME

ADDRESS

CITY

STATE

ZIP

PHONE

FAX

OPEN DATE

EXP. DATE

270

OTL

2,073

Ashford Designer Outlet Centre

Xxxxxxxxx Way, Space #00-00X, Xxxxxxx, Xxxx, XX00 XXX, XX

Xxxxxxx

XX00 XXX

0044 1233 664995

0044 1233 632278

3/13/09

1/18/19

272

2,382

Richmond Centre

6551 No. 3 Road, #1648A Richmond, B.C., Canada

Xxxxxxxx

Xxxxxx

X0X 0X0

604.278.2712

604.278.2749

8/15/09

7/31/19

274

OTL

3,265

Cincinnati Premium Outlets

000 Xxxxxxx Xxxxxx Xxxxx

Xxxxxx

00000

513.539.9116

513.539.9126

8/6/09

1/31/20

275

1,608

Florida Center

Xx. Xxxxxx Xxxxxxxx 0000 Xx Xxxxxxx xxxxx 0000

Xxxxxxxx

Xxxxx

(00 0) 0000000

5/1/09

7/23/11

276

1,223

Alto Las Condes

Xx. Xxxxxxx 0000 Xxx Xxxxxx xxxxx 0000

Xxxxxxxx

Xxxxx

(00 0) 0000000

5/1/09

10/9/13

277

1,073

Portal Temuco

Av. Alemania 0671 Temuco store 2025

Temuco

Chile

(56 45) 451439

5/1/09

10/19/13

278

1,303

Mall Plaza Vespucio

Avenida Xxxxxx Xxxxxxxx Oriente No. 7110 La Florida store 279

Xxxxxxxx

Chile

(00 0) 0000000

5/1/09

9/30/16

279

786

Plaza Antofagasta

Av. Xxxxxxxxx Interior (recinto portuario) local 241

Antofagasta

Chile

(56 55) 533234

5/1/09

8/31/14

280

1,303

Plaza Oeste Shopping Center

Av. Xxxxxxx Xxxxxxxx 1501 Cerrillos local D-302/D-306/D-310

Santiago

Chile

(00 0) 0000000

5/1/09

12/1/10

281

1,162

Xxxxxx Xxxxxx Xxxx

Xx. Xxxxxxxx 0000 Xiña del Mar local 212

Viña del Mar

Chile

(00 00) 0000000

5/1/09

1/31/11

282

947

Parque Arauco Shopping Center

Av. Xxxxxxx 5118 Las Condes local 180

Santiago

Chile

(00 0) 0000000

5/1/09

2/20/12

283

1,017

Maxx Xxxxx Xxxxx

Xx. Xxxxxxx Xxxxxxxx 0000 Xuechuraba local 2098-2102-2106

Santiago

Chile

(00 0) 0000000

5/1/09

11/5/11

284

1,388

Mall Plaza del Trebol

Av. Xxxxx Xxxxxxxxxx 3177 No. 7110 Talcahuano local A-126/128

Xxxxxxxxxx

Chile

(00-00) 0000000

5/1/09

10/20/16

286

OTL

3,506

The Outlets at Zion

250 North Red Cliffs Drive, #25

St. Xxxxxx

84790

435.673.2160

435.688.2084

7/24/09

7/10/10

287

WHS

12,000

Rosedale Highway

6951 Rosedale Highway

Bakersfield

93308

661.325.1683

661.325.0644

8/8/09

7/15/10

288

3,469

Covent Garden

2/3 Xxxxx St. Covent Garden

London

England

WC2 E8BH

00.000.000.0000

12/18/09

9/24/19

289

2,301

The Strand at Huntington Beach

180 Fifth St., #110

Huntington Beach

92648

714.969.2101

714.969.2123

11/21/09

11/30/19

291

OTL

2,200

Factory Vila do Conde

Avenida Fonte Cova, Space #000 0000-000 Modivas, Vila do Conde

Vila do Conde

Portugal

n/a

March 2010

n/a

293

OTL

2,840

The Outlets at Hershey

116 Outlet Square

Hershey

17033

713.633.8700

713.633.8702

2/18/10

2/28/15

294

2,276

Easton Town Center

3992 Gramercy Street, #724

Columbus

43219

614.470.6889

000.000.0000

March 2010

n/a

STORE NO.

STORE TYPE

SQ.FT.

LOCATION NAME

ADDRESS

CITY

STATE

ZIP

PHONE

FAX

OPEN DATE

XXX.XXXX

295

2,497

Westfield Vaiencia Town Center

24201 West Valercia Blvd., #1050

Vaiencia

91335

661.284,6137

661.0284.7752

March 2010

n/a

296

WHS

9,600

Rosemead Place

3518 Rosemead Blvd.

Rosemead

81770

626.572.9301

626.572.8507

11/27/09

5/15/10

297

WHS

5,520

College Town Plaza

4702 S. Maryland Parkway

Las Vegas

89119

702.597.1159

702.597.1635

11/20/09

11/30/10

298

WHS

10,000

Center City,Paterson

301 Main Street, #124.#132

Paterson

07505

873.278.1021

973.278.1404

1/7/10

1/31/2011

305

WHS

8,900

Route 22

115 route 22 East

Springfield

07081

973.376.1791

973.376.1792

2/19/10

2/28/11

307

OTL

3,550

Xxxxxxx Creek Premium Outlets

575 W. Linmar Lane, #B-169

Xxxxxxx Creek

53038

n/a

March 2010

n/a

308

OTL

4,033

Aurora Farms Premium Outlets

549 South Chillicothe Road, #260

Aurora

44202

n/a

March 2010

n/a

520

Fashion Show Las Vegas cart

3200 Las Vegas Boulevard, South #5576

Las Vegas

89109

000.000.0000

n/a

5/15/09

6/30/10

Schedule 4.1(c)
Capitalization of Parent’s Subsidiaries


								Percentage of
								Outstanding Shares
					Number of			Owned directly or
	Authorized Shares		Authorized Shares		Outstanding Shares			indirectly by
Name of Entity	of Common Stock		of Preferred Stock		Owned by Parent			Parent
Skechers U.S.A., Inc. II		1,000		0		1,000			100	%
Skechers By Mail, Inc.		10,000		0		100			100	%
310 Global Brands, Inc.		100,000		0		9,500			100	%
Skechers USA Canada, Inc.	Unlimited			0		100			100	%
Skechers USA, Ltd.									100	%(1)
Skechers USA Iberia, S.L.									100	%(1)
Skechers USA Deutschland GmbH									100	%(1)
Skechers USA France S.A.S.									100	%(1)
Skechers EDC SPRL									100	%(2)
Skechers USA Benelux B.V.									100	%(2)
Skechers USA Italia S.r.l									100	%(1)
Skechers S.a.r.l.									100	%(2)
Skechers Holdings Jersey Limited									100	%
Skechers International									100	%(4)
Skechers International II									100	%(5)
Skechers Do Brasil Calcados LTDA									100	%(6)
Comercializadora Skechers Chile Limitada									100	%(3)
Skechers Footwear (Dongguan) Co., Ltd.									100	%(7)
Skechers Japan YK									100	%(1)
Skechers USA Mauritius 10									100	%(8)
Skechers USA Mauritius 90									100	%(8)
Skechers China Business Trust									100	%(9)
Skechers Holdings Mauritius									100	%(10)
Skechers Trading (Shanghai) Co. Ltd.									50	%(11)
Skechers China Limited		10,000		0		500	(12)		50	%
Skechers Hong Kong Limited		1,800,000		0		630,000	(13)		35	%
Skechers Southeast Asia Limited		10,000		0		500	(12)		50	%
Skechers Malaysia Sdn Bhd		500,000		0		250,000	(14)		50	%
Skechers Singapore Pte. Limited		200,000		0		100,000	(14)		50	%
Skechers (Thailand) Limited		58,824		0		29,999			51	%
Skechers Collection, LLC									100	%(15)


				Percentage of
				Outstanding Shares
			Number of	Owned directly or
	Authorized Shares	Authorized Shares	Outstanding Shares	indirectly by
Name of Entity	of Common Stock	of Preferred Stock	Owned by Parent	Parent
Skechers Sport, LLC					100	%(15)
Xxxxxx Investments, LLC					100	%(15)
Yale Investments, LLC					100	%(15)
Xxxxxxxxx Blvd. Properties, LLC					100	%(15)
SKX Illinois, LLC					100	%(15)
Skechers Guangzhou Co. Ltd.					50%	(11)
Skechers R.B., LLC					100	%


(1)		100% owned by Skechers S.a.r.l.

(2)		100% owned by Skechers International

(3)		99% owned by Skechers S.a.r.l. and 1% owned by Skechers International, with nominee agreement granting control of latter’s interest to Skechers S.a.r.l.

(4)		No shares issued. Percentage represents partnership interest, of which Parent owns 90% directly and 10% via Skechers U.S.A. Inc. II.

(5)		No shares issued. Percentage represents partnership interest, of which Parent owns 8.6% directly and 91.4% via Skechers International.

(6)		Skechers S.a.r.l. owns 99.99% of the shares and Skechers U.S.A., Inc. holds .01% of the shares

(7)		100% owned by Skechers Holdiings Mauritius, Ltd.

(8)		100% owned by Skechers Holdings Jersey Limited

(9)		90% owned by Skechers USA Mauritius 90, Ltd. and 10% owned by Skechers USA Mauritius 10, Ltd.

(10)		100% owned by Skechers China Business Trust

(11)		100% owned by Skechers China Limited

(12)		Shares issued to Skechers S.a.r.l., which is a 50% owner

(13)		Shares issued to Skechers China Limited, which is a 70% owner

(14)		Shares issued to Skechers Southeast Asia Limited, which is a 100% owner

(15)		No shares issued. Percentage represents membership interest in limited liability company.

Schedule 4.6(a)
Jurisdction of Organization


		Jurisdiction of
Name of Entity		Organization
SKECHERS U.S.A., INC.		Delaware
Skechers U.S.A., Inc. II		Delaware
SKECHERS BY MAIL, INC.		Delaware
310 Xxxxxx Xxxxxx, Xxx.		Xxxxxxxx
Xxxxxxxx XXX Xxxxxx Xnc.		Canada
Skechers USA Ltd.		England
Skechers USA Iberia, S.L.		Spain
Skechers USA Deutschland GmbH		Germany
Skechers USA France SAS		France
Skechers EDC SPRL		Belgium
Skechers USA Benelux B.V		Netherlands
Skechers USA Italia S.r.l		Italy
Skechers S.a.r.l.		Switzerland
Skechers Holdings Jersey Limited		Jersey
Skechers International		Jersey
Skechers International II		Jersey
Skechers Do Brasil Calcados LTDA		Brazil
Comercializadora Skechers Chile Limitada		Chile
Skechers Footwear (Dongguan) Co., Ltd.		China
Skechers Japan YK		Japan
Skechers USA Mauritius 10		Mauritius
Skechers USA Mauritius 90		Xxxxxxxxx
Xxxxxxxx Xxxxx Xusiness Trust		China
Skechers Holdings Mauritius		Mauritius
Skechers Trading (Shanghai) Co. Ltd.		China
Skechers China Limited		Hong Kong
Skechers Hong Kong Limited		Hong Kong
Skechers Southeast Asia Limited		Hong Kong
Skechers Malaysia Sdn. Bhd.		Malaysia
Skechers Singapore Pte. Limited		Singapore
Skechers (Thailand) Limited		Thailand
SKECHERS COLLECTION, LLC		California
SKECHERS SPORT, LLC		California
Xxxxxx Investments, LLC		California
Yale Investments, LLC		Delaware
Xxxxxxxxx Blvd. Properties, LLC		California
SKX ILLINOIS, LLC		Illinois
Skechers Guangzhou Co. Ltd.		China
Skechers R.B., LLC		Delaware

Schedule 4.6(b)
Chief Executive Offices


Name of Entity	Address	City, State, Zip Code, Country
Skechers U.S.A., Inc.	220 Xxxxxxxxx Xxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX
Skechers U.S.A., Inc. II	220 Xxxxxxxxx Xxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX
Skechers By Mail, Inc.	220 Xxxxxxxxx Xxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX
310 Global Brands, Inc.	220 X. Xxxxxxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX
Skechers USA Canada Inc.	2400 Xxxxxxxx Xxxxxxxxx Xxxx # 000	Xxxxxxxxxxx XX X0X 0X0, Xxxxxx
Skechers USA Ltd.	Kaxxxxxxx Xxxxx Xxxxxx Xxxx	Xxxxxxxxxxxxx XX0 0XX, Xxxxxx Xxxxxxx
	9/00 Xxxxxxxxx Xxxxx, Potters Bar
Skechers USA Iberia, S.L.	C/ Xxxxxxx 00, 0 — xxxx, 0xx Xxxxx	00000 Xxxxxx, Xxxxx
Skechers USA Deutschland GmbH	Waxxxxxxxxx 00	00000 Xxxxxxxxxxx, Xxxxxxx
Skechers USA France SAS	20 xxx xxx Xxxxxxxxx	00000 Xxxxx, Xxxxxx
Skechers EDC SPRL	Parc Industriel Hauts-Sarts, zone 3	4000 Xxxxxxx, Xxxxxxx
	Avenue du parc industriel 159
Skechers USA Benelux B.V	Caxxxxxxxxxxxxx 00	0000 XX Xxxxxxxx, Xxxxxxx, Xxx Xxxxxxxxxxx
Skechers USA Italia S.r.l	Vix Xxxxxxx Xxxxxxxxx, 0	00000 Xxxxxx, Xxxxx
Skechers S.a.r.l.	Rue de la Mercerie 12, 0xx Xxxxx	XX-0000 Xxxxxxxx, Xxxxxxxxxxx
Skechers Holdings Jersey Limited	Texxxxx Xxxxx, Xxx Xxxx	Xx. Xxxxxx, Xxxxxxx Xxxxxxx XX0 0XX, Jersey
Skechers International	Texxxxx Xxxxx, Xxx Xxxx	Xx. Xxxxxx, Xxxxxxx Xxxxxxx XX0 0TR, Jersey
Skechers International II	Texxxxx Xxxxx, Xxx Xxxx	Xx. Xxxxxx, Xxxxxxx Xxxxxxx XX0 0TR, Jersey
Skechers Do Brasil Calcados LTDA	Rux Xxxxxxx Xxxx, 0000, 00xx Xxxxx, Xx-000	Xxxxxxxxx Xxxxx, Sao Paulo, 01000-000, Xxxxxx
Comercializadora Skechers Chile Limitada	Avenue Kennedy 5118	Tercer Piso, Vitacura, Santiago, Chile
Skechers Footwear (Dongguan) Co., Ltd.	Building S Development Zone of Chi-Xxxx Xxx	Dongguan City, Guangdong Province, 523940, PRC
Skechers Japan YK	7-0 Xxxxx Xxxxxxxxx, 0-Xxxxx, Xxxxx	Xxxxx, Xxxxx
Skechers USA Mauritius 10	0xx Xxxxx, XXX Xxxxx, Xxxxxx	Xxxx Xxxxx, Xxxxxxxxx
Skechers USA Mauritius 90	4tx Xxxxx, XXX Xxxxx, Xxxxxx	Xxxx Xxxxx, Xxxxxxxxx
Skechers China Business Trust	Texxxxx Xxxxx, Xxx Xxxx	Xx. Xxxxxx, Xxxxxxx Xxxxxxx XX0 0TR, Jersey
Skechers Holdings Mauritius	4tx Xxxxx, XXX Xxxxx, Xxxxxx	Xxxx Xxxxx, Xxxxxxxxx
Skechers Trading (Shanghai) Co. Ltd.	Red House 3/F, No. 00 Xxxxx Xxxxxx Xxxx	Xxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx
Skechers China Limited	Red House 3/F, No. 00 Xxxxx Xxxxxx Xxxx	Xxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx
Skechers Hong Kong Limited	Blxxx X, 00/X, Xxxx Xxxxxxxxxx Xxxxxx	Xxxx Xxxxx, Xxxx Xxxx
	58-00 Xxx Xxx Xxx Xxxx
Xxxxxxxx Xxxxxxxxx Xsia Limited	Blxxx X, 00/X, Xxxx Xxxxxxxxxx Xxxxxx	Xxxx Xxxxx, Xxxx Xxxx
	58-00 Xxx Xxx Xxx Xxxx
Xxxxxxxx Xxxxxxxx Xdn. Bhd.	Suite B-14-1 & @ Wisma Paxxx, Xxxxx Xxxxxx,	00000 Xxxxx Xxxxxx, Xxxxxxxx
	No. 0 Xxxxx 0/00X Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxxx Xxxxxxxxx Xte. Limited	45 Xxx Xxxx 0 #00-00/00, Xxxxxx Xxxxxxxx	Xxxxxxxxx 000000
Skechers (Thailand) Limited	1 Xxxxx Xxxx, Xxxxx 0 Xxxxxxx Xxxxx	Xxxxxxx 00000, Xxxxxxxx
Skechers Collection, LLC	220 Xxxxxxxxx Xxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX
Skechers Sport, LLC	220 Xxxxxxxxx Xxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX
Xxxxxx Investments, LLC	220 Xxxxxxxxx Xxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX
Yale Investments, LLC	220 Xxxxxxxxx Xxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX
Xxxxxxxxx Blvd. Properties, LLC	220 Xxxxxxxxx Xxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX
SKX Illinois, LLC	220 Xxxxxxxxx Xxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX
Skechers Guangzhou Co. Ltd.	Red House 3/F, No. 00 Xxxxx Xxxxxx Xxxx	Xxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx
Skechers R.B., LLC	220 Xxxxxxxxx Xxxxx Xxxx.	Xxxxxxxxx Xxxxx, XX 00000, XXX

Schedule 4.6(c)
Tax & Organizational ID Numbers


			Organizational ID
Name of Entity	Federal Tax ID Number		Number
Skechers U.S.A., Inc.		00-0000000	2902395 (DL)
Skechers U.S.A., Inc. II		00-0000000	3056393 (DL)
Skechers By Mail, Inc.		00-0000000	2934535 (DL)
310 Global Brands, Inc.		00-0000000	3636174 (DL)
Skechers USA Canada Inc.	none		none
Skechers USA Ltd.		00-0000000	none
Skechers USA Iberia, S.L.		00-0000000	none
Skechers USA Deutschland GmbH		00-0000000	none
Skechers USA France SAS		00-0000000	none
Skechers EDC SPRL		00-0000000	none
Skechers USA Benelux B.V		00-0000000	none
Skechers USA Italia S.r.l		00-0000000	none
Skechers S.a.r.l.		00-0000000	none
Skechers Holdings Jersey Limited	none		none
Skechers International		00-0000000	none
Skechers International II	none		none
Skechers Do Brasil Calcados LTDA		00-0000000	none
Comercializadora Skechers Chile Limitada		00-0000000	none
Skechers Footwear (Dongguan) Co., Ltd.		00-0000000	none
Skechers Japan YK		00-0000000	none
Skechers USA Maxxxxxxx 00	xxxx		xxxx
Skechers USA Maxxxxxxx 00		00-0000000	xxxx
Xxxxxxxx Xxxxx Xusiness Trust		00-0000000	none
Skechers Holdings Mauritius		00-0000000	none
Skechers Trading (Shanghai) Co. Ltd.		00-0000000	none
Skechers China Limited		00-0000000	none
Skechers Hong Kong Limited		00-0000000	none
Skechers Southeast Asia Limited		00-0000000	none
Skechers Malaysia Sdn. Bhd.		00-0000000	none
Skechers Singapore Pte. Limited		00-0000000	none
Skechers (Thailand) Limited		00-0000000	none
Skechers Collection, LLC	none		200001310034 (CA)
Skechers Sport, LLC	none		200001310032 (CA)
Xxxxxx Investments, LLC		00-0000000	200103210004 (CA)
Yale Investments, LLC		00-0000000	3312951 (DL)
Xxxxxxxxx Blvd. Properties, LLC		00-0000000	200809810243 (CA)
SKX Illinois, LLC		00-0000000	03130428 (IL)
Skechers Guangzhou Co. Ltd.	pending		none
Skechers R.B., LLC	none		4778094 (DL)

Credit Agreement
Schedule 4.12
Environmental Matters

In January 2000, Xxxxxxxx Xxxxxxxx, X, Xxxxxxxx Xxxxxxxx, II, Highland Fairview, III, Highland Fairview, IV and HF Logistics I, LLC (collectively, “Highland Fairview”) and the City of Xxxxxx Valley entered into a Settlement Agreement with the Sierra Club. Pursuant to the Settlement Agreement, Highland Fairview agreed that (i) the distribution facility in Rancho Belago, California would use certain low environmental impact procedures and equipment, including solar cells, solar water heaters and trucks of a particular classification, and certain equipment would be prohibited in the construction of the facility (ii) certain roads and highways adjacent to or near the facility would be designed in certain physical configurations with specified signage, (iii) the facility would be designed to obtain LEED certification and (iv) certain payments shall be made to the Sierra Club and its attorneys. The Company, as the operator of the distribution facility, will be responsible for implementing certain mandates of the Settlement Agreement. The Settlement Agreement is not expected to result in a Material Adverse Change.

Schedule 4.17
Material Contracts

1.		Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan of Skechers U.S.A., Inc.

2.		Amendment No. 1 to Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan of Skechers U.S.A., Inc.

3.		Amendment No. 2 to Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan of Skechers U.S.A., Inc.

4.		Amendment No. 3 to Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan of Skechers U.S.A., Inc.

5.		2006 Annual Incentive Compensation Plan of Skechers U.S.A., Inc.

6.		2007 Incentive Award Plan of Skechers U.S.A., Inc.

7.		Form of Restricted Stock Agreement under 2007 Incentive Award Plan of Skechers U.S.A., Inc.

8.		2008 Employee Stock Purchase Plan of Skechers U.S.A., Inc.

9.		Indemnification Agreement dated June 7, 1999 between Skechers U.S.A., Inc. and its directors and executive officers.

10.		Registration Rights Agreement dated June 9, 1999, between Skechers U.S.A., Inc., the Xxxxxxxxx Family Trust and Xxxxxxx Xxxxxxxxx.

11.		Tax Indemnification Agreement dated June 8, 1999, between Skechers U.S.A., Inc. and certain shareholders.

12.		Promissory Note, dated December 27, 2000, between Skechers U.S.A., Inc. and Washington Mutual Bank, FA, for the purchase of property located at 220 Xxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxxx.

13.		Loan Agreement, dated December 21, 2000, between Yale Investments, LLC, and MONY Life Insurance Company, for the purchase of property located at 1600 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

14.		Promissory Note, dated December 21, 2000, between Yale Investments, LLC, and MONY Life Insurance Company, for the purchase of property located at 1600 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

15.		Agreement dated August 25, 2005 between Xxxxxx Investments, LLC, a wholly owned subsidiary of Skechers U.S.A., Inc., and Xxxxxx Construction Company regarding 330 Xxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxxx.

16.		Lease Agreement, dated November 21, 1997, between Skechers U.S.A., Inc. and The Prudential Insurance Company of America, regarding 1600 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

17.		First Amendment to Lease Agreement, dated April 26, 2002, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 1600 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

18.		Second Amendment to Lease Agreement, dated December 10, 2007, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 1600 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

19.		Third Amendment to Lease Agreement, dated January 29, 2009, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 1600 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

20.		Fourth Amendment to Lease Agreement, dated September 23, 2009, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 1600 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

21.		Lease Agreement, dated November 21, 1997, between Skechers U.S.A., Inc. and The Prudential Insurance Company of America, regarding 1700 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

22.		First Amendment to Lease Agreement, dated April 26, 2002, between Skechers U.S.A., Inc. and Cabot Industrial Properties, L.P., regarding 1700 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

23.		Second Amendment to Lease Agreement, dated May 14, 2002, between Skechers U.S.A., Inc. and Cabot Industrial Properties, L.P., regarding 1700 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

24.		Third Amendment to Lease Agreement, dated May 7, 2007, between Skechers U.S.A., Inc. and CLP Industrial Properties, LLC, which is successor to Cabot Industrial Properties, L.P., regarding 1700 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

25.		Fourth Amendment to Lease Agreement, dated November 10, 2007, between Skechers U.S.A., Inc. and CLP Industrial Properties, LLC, regarding 1700 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

26.		Fifth Amendment to Lease Agreement, dated January 29, 2009, between Skechers U.S.A., Inc. and CLP Industrial Properties, LLC, regarding 1700 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

27.		Sixth Amendment to Lease Agreement, dated October 26, 2009, between Skechers U.S.A., Inc. and CLP Industrial Properties, LLC, regarding 1700 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx.

28.		Lease Agreement, dated April 10, 2001, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 4100 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx.

29.		First Amendment to Lease Agreement, dated October 22, 2003, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 4100 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx.

30.		Second Amendment to Lease Agreement, dated April 21, 2006, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 4100 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx.

31.		Lease Agreement, dated February 8, 2002, between Skechers International, a subsidiary of Skechers U.S.A., Inc., and ProLogis Belgium II SPRL, regarding ProLogis Park Liege Distribution Center I in Liege, Belgium.

32.		Lease Agreement dated September 25, 2007 between Skechers U.S.A., Inc. and HF Logistics I, LLC, regarding distribution facility in Moreno Valley, California

33.		Amendment to Lease Agreement, dated December 18, 2009 by and between Skechers U.S.A., Inc. and HF Logistics I, LLC, regarding distribution facility in Moreno Valley, California.

34.		Lease Agreement dated May 20, 2008 between Skechers EDC SPRL, a subsidiary of Skechers U.S.A., Inc., and ProLogis Belgium III SPRL, regarding ProLogis Park Liege Distribution Center II in Liege, Belgium.

35.		Addendum to Lease Agreement dated May 20, 2008 between Skechers EDC SPRL, a subsidiary of Skechers U.S.A., Inc., and ProLogis Belgium III SPRL, regarding ProLogis Park Liege Distribution Center I in Liege, Belgium.

36.		Lease Agreement dated May 9, 2007 between Skechers U.S.A., Inc. and ASB Xxxxxxxx Xxxxxx Street, LLC, regarding 200 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx.

37.		First Amendment to Lease Agreement, dated December 28, 2007, between Skechers U.S.A., Inc. and ASB Xxxxxxxx Xxxxxx Street, LLC, regarding 200 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx.

38.		Second Amendment to Lease Agreement, dated August 4, 2008, between Skechers U.S.A., Inc. and ASB Xxxxxxxx Xxxxxx Street, LLC, regarding 200 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx.

39.		Lease Agreement dated August 13, 2007 between Skechers U.S.A., Inc. and Xxxx Xxxxxx House Retail LLC regarding 17 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx.

40.		Lease Agreement dated June 20, 2008 between Skechers U.S.A., Inc. and KLCH Associates regarding 140 Xxxx 00^xx Xxxxxx, Xxx Xxxx, Xxx Xxxx.

41.		Lease Agreement dated May 23, 2003 between Skechers USA Limited, a wholly owned subsidiary of Skechers U.S.A., Inc., and The Trafford Centre Limited regarding 150 Xxxxxx Xxxxxxxx, Xxxxxx, Xxxxxx Xxxxxxx.

42.		Amendment to Lease Agreement, dated January 14, 2009, between Skechers USA Limited, a wholly owned subsidiary of Skechers U.S.A., Inc., and The Trafford Centre Limited regarding 150 Xxxxxx Xxxxxxxx, Xxxxxx, Xxxxxx Xxxxxxx.

43.		Purchase Order dated June 23, 2009 from Skechers U.S.A., Inc. to XXX Xxxx, Inc. for approximately $80.7 million regarding material handling system and engineering services for new distribution center, of which approximately $45.3 million in payables remains outstanding.

44.		License Agreement dated April 7, 2003 between Ecko.Complex, LLC dba Ecko Unltd., Skechers U.S.A., Inc. II and Skechers International II

45.		License Agreement dated December 5, 2005 between Zoo York, LLC, Skechers U.S.A., Inc. II and Skechers S.a.r.l.

46.		License Agreement dated August 2007 between bebe stores, inc., Skechers U.S.A., Inc. and Skechers U.S.A., Inc. II.

47.		Buying Agency Agreement dated June 1, 2006 between Skechers U.S.A., Inc. II and Skechers Holdings Jersey Limited.

48.		Cost Sharing Agreement dated July 1, 2001 between Skechers U.S.A., Inc., Skechers U.S.A., Inc. II and Skechers International II.

49.		First Amendment to Cost Sharing Agreement, dated January 1, 2005, between Skechers U.S.A., Inc., Skechers U.S.A., Inc. II, Skechers International II and Skechers USA Canada, Inc.

50.		Skechers International II Partnership Agreement dated June 29, 2001 by Skechers U.S.A., Inc.

51.		Limited Liability Company Agreement of HF Logistics-SKX, LLC, dated January 30, 2010, between Skechers RB, LLC and HF Logistics I, LLC.

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Table of Contents

AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER

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