Exhibit 10.1
(Confidential Portions Omitted)
AMENDMENT NUMBER THREE TO CREDIT AGREEMENT
AND SECURITY AGREEMENT
          THIS AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND SECURITY AGREEMENT (this “Amendment”), dated as of May 3, 2011, 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 as a Borrower (each of 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 (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company (“WFCF”), as a joint lead arranger, and WFCF, 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, 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 by Amendment Number Two to Credit Agreement and Waiver, dated as of March 4, 2010 (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);
          WHEREAS, Borrowers, certain Subsidiaries of Parent, and Agent are parties to that certain Security Agreement, dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from tine to time, the “Security Agreement”);
          WHEREAS, Borrowers have requested that Agent and Lenders make certain amendments to the Credit Agreement and the Security Agreement; 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) The preamble to the Credit Agreement is hereby amended and modified by amending and restating the preamble in its entirety as follows:
          “THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 2009, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company (“WFCF”), as a joint lead arranger, WFCF, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s

 


 

Subsidiaries identified on the signature pages hereof as a Borrower (each of such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger.”
               (b) 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:
          “Applicable Unused Line Fee” means, as of any date of determination, the applicable amount set forth in the following table that corresponds to the most recent Average Daily Usage calculation as determined by Agent (the “Average Daily Usage Calculation”):
         
Level   Average Daily Usage   Applicable Unused Line Fee
I   If the Average Daily Usage is less than
$75,000,000
  0.50 percentage points
         
II   If the Average Daily Usage is greater
than or equal to $75,000,000
  0.375 percentage points
The Applicable Unused Line Fee shall be based upon the most recent Average Daily Usage Calculation, which will be calculated by Agent based on Average Daily Usage during the preceding fiscal quarter. The Applicable Unused Line Fee shall be re-determined quarterly by Agent using such methods as it deems appropriate in its reasonable discretion and any change to the Applicable Unused Line Fee based on the Average Daily Usage as of the end of any fiscal quarter shall be effective as of the first day of the immediately following fiscal quarter.
          “Bank Product” means any financial accommodation extended to Parent or its Subsidiaries by a Bank Product Provider (other than pursuant to the Agreement) including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) stored value cards, (e) purchase cards (including so-called “procurement cards” or “P-cards”), (f) Cash Management Services, or (g) transactions under Hedge Agreements.
          “Bank Product Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by Parent or its Subsidiaries to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all obligations of Borrowers to pay or reimburse an Underlying Issuer in respect of Underlying Letters of Credit, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to Parent or its Subsidiaries; provided, however, in order for any item described in clauses (a), (b), or (c) above to constitute “Bank Product Obligations”, (i) if the applicable Bank Product Provider is Wells Fargo, then, if requested by Agent, Agent shall have received a Bank Product Provider Letter Agreement with respect to the applicable Bank Product within 30 days after the provision of such Bank Product to Parent or its Subsidiaries, or, if such Bank Product Agreement was entered into prior to the Closing Date or prior to the date on which Wells Fargo or its Affiliate, as applicable, became a Lender under the Credit Agreement, within 30 days after the Closing Date or 30 days after the date on which Wells Fargo or its Affiliate, as applicable, first became a Lender under the Credit Agreement, as applicable or (ii) if the applicable Bank Product Provider is any other Person, Agent shall have received a Bank Product Provider Letter Agreement with respect to the applicable Bank Product within 30 days after the provision of such Bank Product to Parent or its Subsidiaries, or, if such Bank Product Agreement was entered into prior to the Closing Date or prior to the date on which such Bank

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Product Provider or its Affiliate, as applicable, became a Lender under the Credit Agreement, within 30 days after the Closing Date or 30 days after the date on which such Bank Product Provider or its Affiliate, as applicable, first became a Lender under the Credit Agreement, as applicable.
          “Base Rate Margin” means, as of any date of determination (with respect to any portion of the outstanding Advances on such date that is a Base Rate Loan), the applicable margin set forth in the following table that correspond to the most recent Average Daily Availability calculation determined by Agent in its reasonable discretion (the “Average Daily Availability Calculation”):
         
Level   Average Daily Availability   Base Rate Margin
I   If the Average Daily Availability is less
than $75,000,000
  1.50 percentage points
         
II   If the Average Daily Availability is
greater than or equal to $75,000,000
and less than $150,000,000
  1.25 percentage points
         
III   If the Average Daily Availability is
greater than or equal to $150,000,000
  1.00 percentage points
The Base Rate Margin shall be based upon the most recent Average Daily Availability Calculation, which will be calculated by Agent in its reasonable discretion based on Average Daily Availability during the preceding fiscal quarter. The Base Rate Margin shall be re-determined quarterly by Agent using such methods as it deems appropriate in its reasonable discretion and any change to the Base Rate Margin based on the Average Daily Availability as of the end of any fiscal quarter shall be effective as of the first day of the immediately following fiscal quarter.
          “Borrowing Base” means, as of any date of determination, the result of:
          (a) 85% of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve, plus
          (b) the lowest of:
               (i) $175,000,000,
               (ii) the sum of (y) 70% of the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Landed Inventory plus (z) the lesser of (1) 70% of the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible In-Transit Inventory and (2) $25,000,000, and
               (iii) the sum of (y) 85% times the most recently determined Net Liquidation Percentage times the book value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Borrowers’ Eligible Landed Inventory plus (z) the lesser of (1) 85% times the most recently determined Net Liquidation Percentage times the book value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Borrowers’ Eligible In-Transit Inventory and (2) $25,000,000, minus
          (c) the sum of (i) the Bank Product Reserve, and (ii) the aggregate amount of reserves, if any, established by Agent under Section 2.1(c) of the Agreement.

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          “Cash Management Services” means any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.
          “Defaulting Lender” means any Lender that (a) has failed to fund any amounts required to be funded by it under the Agreement within 1 Business Day of the date that it is required to do so under the Agreement (including the failure to make available to Agent amounts required pursuant to a Settlement or to make a required payment in connection with a Letter of Credit Disbursement), (b) notified the Borrower, Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations under the Agreement, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations under the Agreement or under other agreements generally (as reasonably determined by Agent) under which it has committed to extend credit, (d) failed, within 1 Business Day after written request by Agent, to confirm that it will comply with the terms of the Agreement relating to its obligations to fund any amounts required to be funded by it under the Agreement, (e) otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it under the Agreement within 1 Business Day of the date that it is required to do so under the Agreement, or (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that a Lender shall not be deemed to be a Defaulting Lender pursuant to the provisions of clause (f)(ii) above of this definition solely as the result of the acquisition or maintenance of an ownership interest in such Lender or a parent company thereof by a Governmental Authority or an instrumentality thereof if and so long as such ownership interest does not (x) result in or provide the Lender with immunity from the jurisdiction of the courts within the United States or from the enforcement of judgments or writs of attachments on its assets, (y) permit the Lender (or such Governmental Authority or instrumentality), without the consent of Agent, to reject, repudiate, disavow, disaffirm, amend, restate, supplement or otherwise modify such Lender’s obligations under this Agreement, or (z) result in such Governmental Authority or instrumentality having rights, powers or other authority over such Lender that are similar to those provided to a receiver, conservator, trustee or custodian under applicable law, other than rights customarily granted to a holder of Stock of such Lender.
          “Equipment Loan” means any Indebtedness the proceeds of which are used (a) to purchase Equipment or (b) so long as such Indebtedness is incurred at the time of, or within 120 days after, the acquisition of any Equipment, for the purpose of financing all or any portion of the costs of the acquisition of such Equipment.
          “Financial Covenant Period” means a period which shall commence on any date (the “Commencement Date”) on which Excess Availability is less than $40,000,000 and shall continue until the day on which Excess Availability on each day during a period of 30 consecutive days after the Commencement Date has been greater than or equal to $40,000,000.
          “Hedge Agreement” means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.
          “Interest Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, or 3, or (if available to and offered by all Lenders) 6 months thereafter; provided, however, that (a) interest shall accrue at the applicable rate based upon the

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LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (b) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (c) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, or 3, or (if available to and offered by all Lenders) 6 months after the date on which the Interest Period began, as applicable, and (d) Borrowers may not elect an Interest Period which will end after the Maturity Date.
          “Lender” has the meaning set forth in the preamble to the Agreement, shall include the Issuing Lender and the Swing Lender, and shall also include any other Person made a party to the Agreement pursuant to the provisions of Section 13.1 of the Agreement and “Lenders” means each of the Lenders or any one or more of them.
          “Lender Group Expenses” means all (a) out-of-pocket costs or expenses (including taxes, and insurance premiums) required to be paid by Parent or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) reasonable out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with Parent or its Subsidiaries under any of the Loan Documents, including, all actual fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter), real estate surveys, real estate title policies and endorsements, and environmental audits, (c) Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in connection therewith, (d) out-of-pocket charges paid or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (e) reasonable out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) reasonable out-of-pocket audit fees and expenses (including travel, meals, and lodging) of Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter, (g) reasonable out-of-pocket costs and expenses of third party claims or any other suit paid or incurred by the Lender Group in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Lender Group’s relationship with Parent or any of its Subsidiaries, (h) Agent’s reasonable out-of-pocket costs and expenses (including reasonable attorneys fees) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating, or amending the Loan Documents, (i) Agent’s and each Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Parent or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral, and (j) issuance charges, usage charges, charges, fees, costs and expenses for amendments, renewals, extensions, transfers, or drawings from time to time imposed by the Underlying Issuer or incurred by the Issuing Lender in respect of Letters of Credit and out-of-pocket charges, fees, costs and expenses paid or incurred by the Underlying Issuer or Issuing Lender in connection with the issuance, amendment, renewal, extension, or transfer of, or drawing under, any Letter of Credit or any demand for payment thereunder.

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          “LIBOR Rate Margin” means, as of any date of determination (with respect to any portion of the outstanding Advances on such date that is a LIBOR Rate Loan), the applicable margin set forth in the following table that correspond to the most recent Average Daily Availability Calculation determined by Agent in its reasonable discretion:
         
Level   Average Daily Availability   LIBOR Rate Margin
I   If the Average Daily Availability is
less $75,000,000
  2.50 percentage points
         
II   If the Average Daily Availability is
greater than or equal to $75,000,000 and
less than $150,000,000
  2.25 percentage points
         
III   If the Average Daily Availability is
greater than or equal to $150,000,000
  2.00 percentage points
The LIBOR Rate Margin shall be based upon the most recent Average Daily Availability Calculation, which will be calculated by Agent in its reasonable discretion based on Average Daily Availability during the preceding fiscal quarter. The LIBOR Rate Margin shall be re-determined quarterly by Agent using such methods as it deems appropriate in its reasonable discretion and any change to the LIBOR Rate Margin based on the Average Daily Availability as of the end of any fiscal quarter shall be effective as of the first day of the immediately following fiscal quarter.
          “Loan Documents” means the Agreement, the Acceptances, the Bank Product Agreements, any Borrowing Base Certificate, the Controlled Account Agreements, the Control Agreements, the Copyright Security Agreement, the Fee Letter, the Flow of Funds Agreement, the Guaranty, the Intercompany Subordination Agreement, the Letters of Credit, the Patent Security Agreement, the Security Agreement, the Trademark Security Agreement, any note or notes executed by any Borrower in connection with the Agreement and payable to any member of the Lender Group, any letter of credit application or letter of credit agreement entered into by any Borrower in connection with the Agreement, and any other instrument or agreement entered into, now or in the future, by Parent or any of its Subsidiaries and any member of the Lender Group in connection with the Agreement.
          “Obligations” means (a) all loans, Advances (inclusive of Protective Advances and Swing Loans), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Reimbursement Undertakings or with respect to Letters of Credit (irrespective of whether contingent) or with respect to Acceptances, premiums, liabilities (including all amounts charged to the Loan Account pursuant to the Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, covenants, and duties of any other kind and description owing by any Loan Party pursuant to or evidenced by the Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that Borrowers are required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, (b) all debts, liabilities, or obligations (including reimbursement obligations, irrespective of whether contingent) owing by any Borrower or any other Loan Party to an Underlying Issuer now or hereafter arising from or in respect of Underlying Letters of Credit or Acceptances, and (c) all Bank Product Obligations. Any reference in the Agreement or in the Loan Documents to the

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Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.
          “Permitted Indebtedness” means:
          (a) Indebtedness evidenced by the Agreement and the other Loan Documents, together with Indebtedness owed to Underlying Issuers with respect to Underlying Letters of Credit,
          (b) Indebtedness set forth on Schedule 4.19 (and specifically excluding from inclusion pursuant to this clause (b) any Indebtedness referenced in Schedule 4.19 that is already subject to any limitation or other condition pursuant to any other clause of this definition of Permitted Indebtedness) and any Refinancing Indebtedness in respect of such Indebtedness,
          (c) Permitted Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness,
          (d) endorsement of instruments or other payment items for deposit,
          (e) Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) unsecured guarantees with respect to Indebtedness of Parent or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness,
          (f) [intentionally omitted],
          (g) Acquired Indebtedness in an aggregate amount not to exceed, when aggregated with the sum of (x) the amount of all other purchase consideration paid or payable in respect of Permitted Acquisitions, (y) the amount of Indebtedness incurred in reliance on clause (m) of the definition of Permitted Indebtedness, and (z) the amount of Investments made pursuant to clause (l) of the definition of Permitted Investments, $100,000,000,
          (h) Indebtedness incurred in the ordinary course of business under performance, surety, statutory, and appeal bonds,
          (i) Indebtedness owed to any Person providing property, casualty, liability, or other insurance to Parent or any of its Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year,
          (j) the incurrence by Parent or its Subsidiaries of Indebtedness under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest rate or foreign currency risk associated with Parent’s and its Subsidiaries’ operations and not for speculative purposes,
          (k) Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or Cash Management Services, in each case, incurred in the ordinary course of business,
          (l) unsecured Indebtedness of Parent owing to former employees, officers, or directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase by Parent of the Stock of Parent that has been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, (ii) the aggregate

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amount of all such Indebtedness outstanding at any one time does not exceed $500,000, and (iii) such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable to Agent,
          (m) unsecured Indebtedness owing to sellers of assets or Stock to a Loan Party that is incurred by the applicable Loan Party in connection with the consummation of one or more Permitted Acquisitions so long as (i) the aggregate principal amount at any one time outstanding for all such unsecured Indebtedness, when aggregated with the sum of (A) the amount of all other purchase consideration paid or payable in respect of Permitted Acquisitions, (B) the amount of Acquired Indebtedness incurred in connection with Permitted Acquisitions since the Closing Date, and (C) the amount of Investments made pursuant to clause (l) of the definition of Permitted Investments, does not exceed $100,000,000, (ii) is subordinated to the Obligations on terms and conditions reasonably acceptable to Agent, and (iii) is otherwise on terms and conditions (including all economic terms and the absence of covenants) reasonably acceptable to Agent,
          (n) contingent liabilities (i) in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation of Parent or the applicable Loan Party incurred in connection with the consummation of one or more acquisitions or (ii) in respect of any indemnification obligation under any prior credit agreements, loan agreements, or securities offerings,
          (o) Indebtedness composing Permitted Investments,
          (p) Indebtedness secured solely by Real Property, so long as the aggregate principal amount of such Indebtedness does not exceed $150,000,000 and any Refinancing Indebtedness in respect of such Indebtedness,
          (q) Indebtedness composing the Equipment Loan so long as the aggregate principal amount of such Indebtedness does not exceed $110,000,000 and any Refinancing Indebtedness in respect of such Indebtedness,
          (r) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $100,000,000 and any Refinancing Indebtedness in respect of such Indebtedness; provided, however, that in no event shall any Loan Party be permitted to have any obligation in respect of, or pledge any of their assets in support of, such Indebtedness, whether by guaranty or otherwise,
          (s) Subordinated Debt in an aggregate principal amount not to exceed $100,000,000 and any Refinancing Indebtedness in respect of such Indebtedness,
          (t) Unsecured Debt in an aggregate principal amount not to exceed $100,000,000 and any Refinancing Indebtedness in respect of such Indebtedness,
          (u) Deferred compensation payable to employees, officers or directors under any deferred compensation plans entered into in the ordinary course of business, so long as the amount of total compensation payable to such employees, officers, or directors, after taking into account such deferred compensation plan, is consistent with the historical practices of Parent and its Subsidiaries,
          (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,
          (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,

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          (x) Indebtedness composing Equipment Loans of Foreign Subsidiaries in an aggregate principal amount not to exceed $25,000,000 the proceeds of which are used to (i) purchase Equipment or (ii) finance the costs of the acquisition of Equipment and Refinancing Indebtedness in respect of such Indebtedness; provided, however, that in no event shall any Loan Party be permitted to (y) except as permitted by clause (y) of the definition of Permitted Indebtedness, have any obligation in respect of such Indebtedness whether by guaranty or otherwise, or (z) pledge any of its assets in support of, such Indebtedness, whether by guaranty or otherwise,
          (y) the guarantee by Parent of the Indebtedness described in clause (x) of the definition of Permitted Indebtedness, provided that the amount payable under such guarantee shall not exceed $25,000,000 in the aggregate;
          provided, however, the foregoing to the contrary notwithstanding, in no event shall the aggregate amount of Indebtedness pursuant to clauses (g), (m), (p), (q), (s), (t), or (y) of this definition of Permitted Indebtedness exceed $250,000,000.”
          “Permitted Intercompany Advances” means (a) loans made by a Loan Party to another Loan Party, (b) capital contributions or loans made by a Subsidiary of Parent that is not a Loan Party to another Subsidiary of Parent that is not a Loan Party, (c) capital contributions made by a Loan Party to another Loan Party that is not a Foreign Subsidiary, (d) capital contributions or loans made by a Subsidiary of Parent that is not a Loan Party to a Loan Party, provided, however, that capital contributions by a Subsidiary of Parent that is not a Loan Party to a Loan Party shall only be permitted so long as Agent retains its Lien on the same amount (and percentage of all Stock issued by such Loan Party), without dilution, of the Stock of such Loan Party as it had prior to such capital contribution, (e) loans made by a Loan Party to a Subsidiary of Parent that is not a Loan Party if (i) at the time of making such loan, no Event of Default has occurred and is continuing or would result from the making of such loan, and (ii) Borrowers have Excess Availability plus Qualified Cash of $75,000,000 or greater immediately after giving effect to each such loan, provided, however, that so long as (y) no Event of Default has occurred and is continuing at the time such loan is made or would result from the making of such loan and (z) Borrowers have Excess Availability plus Qualified Cash of $50,000,000 or greater immediately after giving effect to each such loan, loans made by a Loan Party to a Subsidiary of Parent that is not a Loan Party in an aggregate principal amount not to exceed $10,000,000 shall be permitted.
          “Permitted Investments” means:
          (a) Investments in cash and Cash Equivalents,
          (b) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business,
          (c) advances made in connection with purchases of goods or services in the ordinary course of business,
          (d) Investments received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Subsidiaries,
          (e) Investments owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on Schedule P-2,
          (f) guarantees permitted under the definition of Permitted Indebtedness,
          (g) Permitted Intercompany Advances,

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          (h) Stock or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan Party or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims,
          (i) deposits of cash made in the ordinary course of business to secure performance of operating leases,
          (j) non-cash loans to employees, officers, and directors of Parent or any of its Subsidiaries for the purpose of purchasing Stock in Parent so long as the proceeds of such loans are used in their entirety to purchase such stock in Parent,
          (k) Permitted Acquisitions,
          (l) so long as immediately before and after giving effect to such Investment (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) Parent and its Subsidiaries have Excess Availability plus Qualified Cash of not less than $75,000,000, Investments by Parent or any of its Subsidiaries in Permitted Joint Ventures; provided, however, the foregoing to the contrary notwithstanding, the amount of Investments pursuant to this clause (l), when aggregated with the amount of purchase consideration (including any Acquired Indebtedness and any Indebtedness incurred in reliance on clause (m) of the definition of Permitted Indebtedness) paid or payable in respect of all Permitted Acquisitions (including deferred payment obligations), shall not exceed $100,000,000 during the term of the Agreement,
          (m) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount not to exceed $10,000,000 at any one time outstanding; provided that the amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment,
          (n) so long as the Skechers/HF JV LLC Agreement remains in effect, any Permitted Skechers/HF JV Acquisition,
          (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, and
          (p) Investments resulting from entering into (i) Bank Product Agreements (other than Hedge Agreements), or (ii) agreements relative to Indebtedness that is permitted under clause (j) of the definition of Permitted Indebtedness.
          “Third Amendment Date” means May 3, 2011.
          “WFF” means Wells Fargo Capital Finance, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company).
               (c) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by amending and restating clauses (a), (b), (h), and (j) of the definition of “Eligible Accounts” in their entirety as follows:

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          “(a) Accounts that the Account Debtor has failed to pay within 90 days (or with respect to Accounts permitted to have selling terms of up to 120 days pursuant to the $10,000,000 basket in clause (b) of this definition of Eligible Accounts, 120 days with respect to up to $10,000,000 of such accounts outstanding at any one time) of original invoice date or Accounts that the Account Debtor has failed to pay within 60 days of their original due date.”
          “(b) Accounts with selling terms of more than 60 days, other than up to $10,000,000 of Borrowers’ Accounts outstanding at any one time with selling terms of more than 60 days but less than 120 days,”
          “(h) Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which such Borrower has complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States, but only to the extent of the amount by which the aggregate amount of Borrowers’ Accounts that would be ineligible pursuant to this clause (h) exceeds $5,000,000,”
          “(j) Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed 10% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent if the creditworthiness of such Account Debtor materially deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit; provided, further, however, that the foregoing percentage shall be increased to 15% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent if the creditworthiness of such Account Debtor materially deteriorates) for each of (i) Famous Footwear, (ii) Kohl’s Corporation, (iii) J. C. Penney Company, Inc., (iv) Ross Stores, Inc., and (v) Costco Wholesale Corporation,”
               (d) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by amending and restating clauses (c) and (e) of the definition of “Permitted Acquisition” in their entirety as follows:
          “(c) Borrowers have provided Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to such proposed Acquisition, are factually supportable, and are expected to have a continuing impact, in each case, determined as if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually and reasonably agreed upon by Borrowers and Agent) created by adding the historical combined financial statements of Parent (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements of the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition, Parent and its Subsidiaries (i) would have been in compliance with the financial covenant (but only if such financial covenant was required to be satisfied during such period as a result of the commencement or existence of a Financial Covenant Period) set forth in Section 7.1 of the Agreement for the 4 fiscal quarter period ended immediately prior to the proposed date of consummation of such proposed Acquisition, (ii) are projected to be in compliance with the financial covenant (but only if such financial covenant is projected to be required to be satisfied during such period as a result of the commencement or existence of a Financial Covenant Period) set forth in Section 7.1 of the Agreement for each 4 fiscal quarter period ended at the end of each fiscal quarter during the four fiscal quarter period ended one year after the proposed date of consummation of such proposed Acquisition, and (iii) projected to have Excess Availability plus Qualified Cash (y) if the proposed Acquisition (or series of related Acquisitions) involves total consideration of $10,000,000 or more, of greater than $75,000,000 at all times during the 3 month period ended immediately after the proposed date of

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consummation of such acquisition, and (z) if the proposed Acquisition (or series of related Acquisitions) involves total consideration of less than $10,000,000, of greater than $50,000,000 at all times during the 3 month period ended immediately after the proposed date of consummation of such acquisition,”
               “(e) Borrowers shall have Excess Availability plus Qualified Cash in an amount (i) if the proposed Acquisition (or series of related Acquisitions) involves total consideration of $10,000,000 or more, of greater than $75,000,000 immediately after giving effect to the consummation of the proposed Acquisition (which shall include a pro forma accounting for the assets of the target company that are eligible for inclusion in the Borrowing Base), or (ii) if the proposed Acquisition (or series of related Acquisitions) involves total consideration less than $10,000,000, of greater than $50,000,000 immediately after giving effect to the consummation of the proposed Acquisition (which shall include a pro forma accounting for the assets of the target company that are eligible for inclusion in the Borrowing Base),”
               (e) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by amending and restating clause (q) of the definition of “Permitted Disposition” in its entirety as follows:
          “(q) closing of retail stores and dispositions of Inventory or Equipment in connection therewith, so long as, if after giving effect to any proposed closure of a retail store by any Loan Party or any series of related retail store closures by any of the Loan Parties, the aggregate amount of retail stores closed by the Loan Parties in the immediately preceding twelve month period would equal or exceed twenty-five (25) retail stores, then the Borrowers shall provide Agent with not less then 45 Business Days prior written notice before conducting such retail store closure or series of related retail store closures,”
          (f) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by (i) amending and restating clause (u) of the definition of “Permitted Liens” in its entirety as set forth below, (ii) deleting the word “and” at the end of clause (z) of the definition of “Permitted Liens”, (iii) replacing the “.” at the end of clause (aa) of the definition of “Permitted Liens” with “, and”, and (iv) adding a new clause (bb) immediately following clause (aa) in the definition of “Permitted Liens” as set forth below:
          “(u) Liens on Equipment securing the Equipment Loan permitted pursuant to clause (q) of the definition of Permitted Indebtedness; provided, however, that, if the Equipment constitutes Collateral immediately prior to such Lien being granted, then a Lien on such Equipment shall only be permitted pursuant to this clause (u) if (i) the proceeds of the Equipment Loan are used to finance the costs of the acquisition of such Equipment, (ii) the Equipment Loan secured by the Lien on such Equipment is underwritten based upon the value of the Equipment to which such Lien attaches, (iii) no Default or Event of Default shall have occurred and be continuing at the time such Lien is granted, (iv) no Default or Event of Default would result from the granting of such Lien, and (v) if the amount of outstanding Advances is greater than zero on the date such Equipment Loan is incurred, the proceeds (or, if the amount of outstanding Advances is less than the proceeds of the Equipment Loan, a portion of such proceeds equal to the aggregate amount of outstanding Advances as of the date such Equipment Loan is incurred) of the Equipment Loan that will be secured by a Lien on such Equipment are remitted to Agent concurrently with the closing of such Equipment Loan to be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) of the Agreement (as though such prepayment were required pursuant to Section 2.4(e)(i) of the Agreement),”
          “(bb) Liens on Equipment of Foreign Subsidiaries to secure the Equipment Loans permitted pursuant to clause (x) of the definition of Permitted Indebtedness.”
               (g) Schedule 1.1 of the Credit Agreement is hereby further amended and modified by deleting the definition of “Seasonal Inventory Limit” in its entirety.

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               (h) Section 1.2 of the Credit Agreement is hereby amended and modified by inserting “and agreed to by the Required Lenders” immediately after “until any such amendments have been agreed upon” in the first sentence of such Section.
               (i) Section 1.4 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “1.4 Construction. Unless the context of this Agreement or any other Loan Document 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.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan Document to the satisfaction, payment, or repayment in full of the Obligations shall mean the repayment in full in cash or immediately available funds (or, in the case of Letters of Credit or Acceptances, providing Letter of Credit Collateralization, or, in the case of Bank Products, providing Bank Product Collateralization) of all Obligations (including the payment of any Lender Group Expenses that have accrued irrespective of whether demand has been made therefor and the payment of any termination amount then applicable (or which would become applicable as a result of the repayment of the other Obligations) under Bank Product Agreements) other than unasserted contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and that are not required by the provisions of this Agreement to be repaid or cash collateralized. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.”
               (j) Section 2.3 of the Credit Agreement is hereby amended and modified by amending and restating clause (b) of such section in its entirety as follows:
          “(b) Making of Swing Loans. In the case of a request for an Advance and so long as either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus the amount of Collections or payments applied to Swing Loans since the last Settlement Date, plus the amount of the requested Advance does not exceed $25,000,000, or (ii) Swing Lender, in its sole discretion, shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make an Advance in the amount of such Borrowing (any such Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and such Advances being referred to collectively as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Advances, except that all payments on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to

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determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Advances and Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.”
               (k) Section 2.3 of the Credit Agreement is hereby amended and modified by amending and restating clause (e) of such section in its entirety as follows:
          “(e) Settlement. It is agreed that each Lender’s funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions:
               (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with respect to Borrowers’ or their Subsidiaries’ Collections or payments received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, Overadvances and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.
               (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral.

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               (iii) Between Settlement Dates, Agent, to the extent Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to the Protective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of Parent or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans, Overadvances, and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.
               (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).”
               (l) Section 2.3 of the Credit Agreement is hereby amended and modified by amending and restating clause (g) in its entirety as follows:
          “(g) Defaulting Lenders. Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Agent for the Defaulting Lender’s benefit or any Collections or proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to Swing Lender to the extent of any Swing Loans that were made by Swing Lender and that were required to be, but were not, paid by the Defaulting Lender, (B) second, to the Issuing Lender, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (C) third, to each non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of an Advance (or other funding obligation) was funded by such other non-Defaulting Lender), (D) to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrower as if such Defaulting Lender had made its portion of Advances (or other funding obligations) hereunder, and (E) from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (K) of Section 2.4(b)(ii). Subject to the foregoing, Agent may hold and, in its discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided, however, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iii). The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the non-Defaulting Lenders, Agent, Issuing Lender, and Borrower shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested

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by Agent, provides adequate assurance of its ability to perform its future obligations hereunder. The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent, Issuing Lender, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower, at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall control and govern.”
               (m) Section 2.4 of the Credit Agreement is hereby amended and modified by amending and restating clause (b) of such section in its entirety as follows:
          “(b) Apportionment and Application.
               (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing Lender) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv) and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Advances outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.
               (ii) At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:
                    (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent (solely in its capacity as Agent and not in any other capacity) under the Loan Documents, until paid in full,
                    (B) second, to pay any fees or premiums then due to Agent (solely in its capacity as Agent and not in any other capacity) under the Loan Documents until paid in full,
                    (C) third, to pay interest due in respect of all Protective Advances until paid in full,

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                         (D) fourth, to pay the principal of all Protective Advances until paid in full,
                         (E) fifth, ratably to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents (other than any amounts due to any Lender solely in its capacity as a Bank Product Provider), until paid in full,
                         (F) sixth, ratably to pay any fees or premiums then due to any of the Lenders under the Loan Documents (other than any amounts due to any Lender solely in its capacity as a Bank Product Provider) until paid in full,
                         (G) seventh, ratably to pay interest due in respect of the Advances (other than Protective Advances) and the Swing Loans until paid in full,
                         (H) eighth, ratably (i) to pay the principal of all Swing Loans until paid in full, (ii) to pay the principal of all Advances until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of any applicable Issuing Lender (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account of any Issuing Lender, a share of each Letter of Credit Disbursement and each Acceptance Disbursement), as cash collateral in an amount equal to the sum of (y) 105% of the Letter of Credit Usage composed of Letters of Credit or Acceptances denominated in Dollars and (z) 115% of the balance of the Letter of Credit Usage (and, upon the expiration of a Letter of Credit that is undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof),
                         (I) ninth, up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Application Event, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Bank Products that qualify as Bank Product Obligations pursuant to the requirements of the proviso set forth in the definition of Bank Product Obligations, with any balance to be paid to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral,
                         (J) tenth, to pay any other Obligations other than Obligations owed to Defaulting Lenders (including those being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Bank Products that qualify as Bank Product Obligations pursuant to the requirements of the proviso set forth in the definition of Bank Product Obligations, with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral),
                         (K) eleventh, ratably to pay any Obligations owed to Defaulting Lenders, and
                         (K) twelfth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.
               (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).
               (iv) In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by any Borrower to Agent and specified by Administrative Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

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               (v) For purposes of Section 2.4(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligations including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.
               (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4, then the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this Section 2.4 shall control and govern.”
               (n) Section 2.11 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “2.11 Letters of Credit.
          (a) Subject to the terms and conditions of this Agreement, upon the request of Borrowers (or Administrative Borrower on behalf thereof) made in accordance herewith, each Issuing Lender agrees to issue or to cause an Underlying Issuer, as such Issuing Lender’s agent, to issue a requested Letter of Credit. If an Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then such Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit, including Acceptances related thereto; each such obligation or undertaking, irrespective of whether in writing, a “Reimbursement Undertaking”) with respect to Letters of Credit or Acceptances, as applicable, issued or accepted by such Underlying Issuer. By submitting a request to an Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that an Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested the applicable Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit or Acceptance, as applicable, if it is to be issued by an Underlying Issuer (it being expressly acknowledged and agreed by the Borrowers that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit). Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an Authorized Person and delivered to Agent and the applicable Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the applicable Issuing Lender and shall specify (i) the amount of such Letter of Credit, (ii) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (iii) the proposed expiration date of such Letter of Credit, (iv) the name and address of the beneficiary of the Letter of Credit, and (v) such other information (including, the conditions of drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. Anything contained herein to the contrary notwithstanding, an Issuing Lender may (with the consent of Agent), but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, that supports the obligations of Parent or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender. Borrowers agree that this Agreement (along with the terms of the applicable application) will govern each Letter of Credit and its issuance and each Acceptance and its acceptance. No Issuing Lender shall have any obligation to issue a Letter of Credit or a Reimbursement

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Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested issuance:
               (i) the Adjusted Letter of Credit Usage would exceed the Borrowing Base less the outstanding amount of Advances (inclusive of Swing Loans), or
               (ii) the Letter of Credit Usage would exceed $50,000,000, or
               (iii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the sum of (A) the Bank Product Reserve, and (B) the outstanding amount of Advances (including Swing Loans).
          Any Issuing Lender (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing on each Business Day of all Letters of Credit or Acceptances issued on the prior Business Day by such Issuing Lender or at its request; provided that (y) until Agent advises any such Issuing Lender that the provisions of Section 3.2 are not satisfied, or (z) the aggregate amount of the Letters of Credit or Acceptances issued in any such week exceeds such amount as shall be agreed by Agent and such Issuing Lender, such Issuing Lender shall be required to so notify Agent in writing only once each week of the Letters of Credit or Acceptances issued by such Issuing Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as Agent and such Issuing Lender may agree. Borrowers and the Lender Group acknowledge and agree that certain Letters of Credit and Acceptances may be outstanding as of the Closing Date. Borrowers and the Lender Group hereby acknowledge and agree that all Existing Letters of Credit which are outstanding on the Closing Date shall constitute Letters of Credit under this Agreement from and after the Closing Date with the same effect as though such Existing Letters of Credit were issued by an Issuing Lender at the request of the Borrowers on the Closing Date. Borrowers and the Lender Group hereby acknowledge and agree that all Existing Acceptances which are outstanding on the Closing Date shall constitute Acceptances under this Agreement from and after the Closing Date with the same effect as though such Existing Acceptances were accepted by an Issuing Lender at the request of the Borrowers on the Closing Date. Each Letter of Credit shall be in form and substance reasonably acceptable to the applicable Issuing Lender, including the requirement that the amounts payable thereunder must be payable in Dollars or an Alternative Currency. Each Acceptance shall be in form and substance reasonably acceptable to the applicable Issuing Lender, including the requirement that the amounts payable thereunder must be payable in Dollars or an Alternative Currency. If an Issuing Lender makes a payment under a Letter of Credit or an Acceptance or an Underlying Issuer makes a payment under an Underlying Letter of Credit or an Underlying Acceptance, Borrowers shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement or applicable Acceptance Disbursement, as applicable, not later than 11:00 a.m., California time, on the date that Administrative Borrower receives written or telephonic notice of such Letter of Credit Disbursement or Acceptance Disbursement, as applicable, if such notice is received prior to 10:00 a.m., California time, or not later than 11:00 a.m., California time, on the following Business Day, if such notice is received after 10:00 a.m., California time or if it cannot be sent, and, in the absence of such payment, the amount of the Letter of Credit Disbursement or Acceptance Disbursement, as applicable, immediately and automatically shall be deemed to be an Advance (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) hereunder (and the failure to make such payment shall not be considered to be an Event of Default) and, initially, shall bear interest at the rate then applicable to Advances that are Base Rate Loans. If a Letter of Credit Disbursement or an Acceptance Disbursement in an Alternative Currency is made, then the amount that Borrowers shall be required to pay to Agent in respect of such Letter of Credit Disbursement or Acceptance Disbursement, as applicable, shall be an amount equal to the Dollar Equivalent (rounded upward to the nearest $0.01) of the Letter of Credit Disbursement or Acceptance Disbursement, as applicable, as determined by Agent, based on the Exchange Rate for such Alternative Currency at the time the Letter of Credit Disbursement or applicable Acceptance Disbursement was made. If a Letter of Credit Disbursement or Acceptance Disbursement in an Alternative Currency is deemed to be an Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3), the Advance shall be in an amount equal to the Dollar Equivalent (rounded upward to the nearest $0.01) of the

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Letter of Credit Disbursement or applicable Acceptance Disbursement) based on the Exchange Rate for such Alternative Currency at the time the Letter of Credit Disbursement or Acceptance Disbursement, as applicable, was made. If a Letter of Credit Disbursement is deemed to be an Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3), Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement to the applicable Issuing Lender shall be automatically converted into an obligation to pay the resulting Advance. If an Acceptance Disbursement is deemed to be an Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3), Borrowers’ obligation to pay the amount of such Acceptance Disbursement to the applicable Issuing Lender shall be automatically converted into an obligation to pay the resulting Advance. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(b) to reimburse the applicable Issuing Lender, then to such Lenders and the applicable Issuing Lender as their interests may appear.
          (b) Promptly following receipt of a notice of a Letter of Credit Disbursement or Acceptance Disbursement, as applicable, pursuant to Section 2.11(a), each Lender with a Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if Borrowers had requested the amount thereof as an Advance and Agent shall promptly pay to the applicable Issuing Lender the amounts so received by it from the Lenders. By the issuance of a Letter of Credit or a Reimbursement Undertaking (or an amendment, renewal, or extension of a Letter of Credit or a Reimbursement Undertaking increasing the amount thereof) or the acceptance of an Acceptance or the issuance of Reimbursement Undertaking in respect of an Acceptance (or an amendment, renewal, or extension of an Acceptance or a Reimbursement Undertaking in respect of an Acceptance increasing the amount thereof) and without any further action on the part of the applicable Issuing Lender or the Lenders with Commitments, the applicable Issuing Lender shall be deemed to have granted to each Lender with a Commitment, and each Lender with a Commitment shall be deemed to have purchased, a participation in each Letter of Credit or Acceptance, as applicable, issued by such Issuing Lender and each Reimbursement Undertaking, as applicable, in an amount equal to its Pro Rata Share of such Letter of Credit, Acceptance, or Reimbursement Undertaking, and each such Lender agrees to pay to Agent, for the account of the applicable Issuing Lender, such Lender’s Pro Rata Share of any Letter of Credit Disbursement or Acceptance Disbursement, as applicable, made by an Issuing Lender or an Underlying Issuer under the applicable Underlying Letter of Credit or an Underlying Acceptance. In consideration and in furtherance of the foregoing, each Lender with a Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the applicable Issuing Lender, such Lender’s Pro Rata Share of each Letter of Credit Disbursement and each Acceptance Disbursement made by an Issuing Lender or an Underlying Issuer and not reimbursed by Borrowers on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded (or that Agent or Issuing Lender elects, based upon the advice of counsel, to refund) to Borrowers for any reason. Each Lender with a Commitment acknowledges and agrees that its obligation to deliver to Agent, for the account of the applicable Issuing Lender, an amount equal to its respective Pro Rata Share of each Letter of Credit Disbursement or each Acceptance Disbursement pursuant to this Section 2.11(b) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to Agent the amount of such Lender’s Pro Rata Share of a Letter of Credit Disbursement or an Acceptance Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.
          (c) Borrowers hereby agree to indemnify, save, defend, and hold the Lender Group and each Underlying Issuer harmless from any damage, loss, cost, expense, or liability, and reasonable attorneys fees incurred by any Issuing Lender, any other member of the Lender Group, or any Underlying Issuer arising out of or in connection with any Reimbursement Undertaking, any Acceptance, or any Letter of Credit; provided, however, that Borrowers shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or

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willful misconduct of any Issuing Lender, any other member of the Lender Group, or any Underlying Issuer. Each Borrower agrees to be bound by the applicable Issuing Lender’s or Underlying Issuer’s, as applicable, regulations and interpretations of any Letter of Credit or Acceptance or by the applicable Issuing Lender’s interpretations of any Reimbursement Undertaking, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that none of any Issuing Lender, any other member of the Lender Group, or any Underlying Issuer shall be liable for any error, negligence, or mistake, whether of omission or commission, in following any Borrower’s instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto or any Acceptance or any modifications, amendments, or supplements thereto. Each Borrower understands that the Reimbursement Undertakings may require an Issuing Lender to indemnify an Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Borrowers hereby agree to indemnify, save, defend, and hold each Issuing Lender and the other members of the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by them as a result of an Issuing Lender’s indemnification of an Underlying Issuer; provided, however, that Borrowers shall not be obligated hereunder to indemnify for any such loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of any Issuing Lender or any other member of the Lender Group. Borrowers hereby acknowledge and agree that none of any Issuing Lender, any member of the Lender Group, or any Underlying Issuer shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit or Acceptance.
          (d) The obligation of each Borrower to reimburse the Issuing Lender for each drawing under each Letter of Credit and each Acceptance shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
               (i) any lack of validity or enforceability of such Letter of Credit, Acceptance, this Agreement, or another Loan Document,
               (ii) the existence of any claim, counterclaim, setoff, defense or other right that Parent or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such Letter of Credit or Acceptance (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or Acceptance or any agreement or instrument relating thereto, or any unrelated transaction,
               (iii) any draft, demand, certificate or other document presented under such Letter of Credit or Acceptance proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit or Acceptance,
               (iv) any payment by the Issuing Lender under such Letter of Credit or Acceptance against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such Letter of Credit or Acceptance (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the Issuing Lender under such Letter of Credit or Acceptance to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit or Acceptance,
               (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any Borrower or any of its Subsidiaries, or
               (vi) the fact that any Event of Default shall have occurred and be continuing.

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          (e) Borrowers hereby authorize and direct any Underlying Issuer to deliver to the applicable Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the applicable Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application.
          (f) Each Borrower acknowledges and agrees that any and all usage charges, issuance charges, commissions, fees, and costs incurred by an Issuing Lender relating to Underlying Letters of Credit or Underlying Acceptances, or charged by an Issuing Lender relating to Letters of Credit or Acceptances issued or accepted, as applicable, by such Issuing Lender, shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by Borrowers to Agent for the account of the applicable Issuing Lender. The usage charge for Letters of Credit issued by WFF in its capacity as an Issuing Lender (or that WFF, in its capacity as Issuing Lender causes to be issued by an Underlying Issuer) are set forth in the Fee Letter. Any usage charges for Letters of Credit issued by any other Issuing Lender (or that any other Issuing Lender causes to be issued by an Underlying Issuer) are as set forth in a separate fee letter. Borrowers acknowledge and agree that any and all usage charges may be changed from time to time, and that Underlying Issuers and Issuing Lenders that issue Letters of Credit or accept Acceptances also impose a schedule of charges for amendments, extensions, drawings, and renewals.
          (g) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by any Issuing Lender, any other member of the Lender Group, or any Underlying Issuer with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):
               (i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit or Acceptance issued or accepted or caused to be issued or accepted hereunder or hereby, or
               (ii) there shall be imposed on any Issuing Lender, any other member of the Lender Group, or any Underlying Issuer any other condition regarding any Letter of Credit, Acceptance, or Reimbursement Undertaking,
and the result of the foregoing is to increase, directly or indirectly, the cost to any Issuing Lender, any other member of the Lender Group, or any Underlying Issuer of issuing, accepting, making, guaranteeing, participating, or maintaining any Reimbursement Undertaking or any Letter of Credit or any Acceptance or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate any Issuing Lender, any other member of the Lender Group, or any Underlying Issuer for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, however, that Borrowers shall not be required to provide any compensation pursuant to this Section for any such amounts incurred more than 180 days prior to the date on which demand for payment is first made to Borrowers; provided further that if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.
          (h) Each Borrower acknowledges and agrees that certain of the Qualified Import Letters of Credit may provide for the presentation of time drafts to the applicable Issuing Bank or Underlying Issuer.

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If an Issuing Bank or an Underlying Issuer accepts such a time draft that is presented under a Qualified Import Letter of Credit, it is acknowledged and agreed that (i) such time draft shall constitute an Acceptance hereunder and (ii) the pricing provisions hereof with respect to Acceptances (including Sections 2.6(b) and 2.12(e)) shall apply thereto.”
               (o) Section 2.12 of the Credit Agreement is hereby amended and modified by amending and restating clause (a) of such section in its entirety as follows:
          “(a) Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided, however, that, subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate.”
               (p) Section 2.12 of the Credit Agreement is hereby amended and modified by amending and restating clause (b)(iii) of such section in its entirety as follows:
          “(iii) Borrowers shall have not more than 7 LIBOR Rate Loans in effect at any given time. Borrowers only may exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000.”
               (q) Section 2.13 of the Credit Agreement is hereby amended and modified by amending and restating clause (a) of such section in its entirety as follows:
          “(a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrowers of such law, rule, regulation or guideline giving rise to such reductions and of such

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Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding anything to the contrary herein, it is understood and agreed that the Dodd—Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all requests, rules, guidelines and directives relating thereto, all interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto, shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the date hereof.”
               (r) Section 2.14 of the Credit Agreement is hereby amended and modified by amending and restating clause (i) of such section in its entirety as follows:
          “(i) The provisions of this Section 2.14 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.14 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.14 will forthwith be reinstated in effect, as though such payment had not been made.”
               (s) Section 3.3 of the Credit Agreement is hereby amended and modified by amending and restating the first sentence thereof in its entirety as follows:
          “This Agreement shall continue in full force and effect for a term ending on June 30, 2015 (the “Maturity Date”).”
               (t) Section 5.7 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “5.7. Inspection. Permit Agent and each of its duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to conduct appraisals and valuations, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Borrowers; provided, however, that (a) so long as no Event of Default shall have occurred and be continuing and Excess Availability is greater than $150,000,000, Borrowers shall not be obligated to reimburse Agent for (y) any appraisals or valuations during any calendar year or (z) more than 1 audit or field exam during any calendar year, and (b) so long as no Event of Default shall have occurred and be continuing and Excess Availability is less than or equal to $150,000,000, Borrowers shall not be obligated to reimburse Agent for (y) more than 1 appraisal of Collateral during any calendar year and (z) more than 1 audit or field exam during any calendar year; provided further that for the avoidance of doubt, at any time an Event of Default has occurred and is continuing, Borrowers shall be obligated to reimburse Agent for any and all appraisals, valuations, audits, and field exams conducted by Agent or any of its representatives or agents during such time.”
          (u) Section 6.9 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:

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          “6.9 Restricted Junior Payments. Make any Restricted Junior Payment; provided, however, that, so long as it is permitted by law,
                (a) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) the proposed redemption of Parent’s Stock is in full compliance with applicable law (including the Delaware General Corporation Law and the California Corporations Code, to the extent applicable) and the constituent documents of Parent, (iii) Excess Availability plus Qualified Cash of Parent and its Subsidiaries each day during the 30 consecutive day period before giving effect to the proposed redemption of Parent’s Stock, and immediately after giving effect to the proposed redemption of Parent’s Stock, is greater than $75,000,000, (iv) on a pro forma basis after giving effect to any such proposed redemption, Excess Availability plus Qualified Cash of Parent and its Subsidiaries is projected to be in excess of $75,000,000 at all times during the 12 month period ended one year after the proposed date of such proposed redemption, (v) Parent was in compliance with the financial covenant (but only if such financial covenant was required to be satisfied during such period as a result of the commencement or existence of a Financial Covenant Period) set forth in Section 7.1 of the Agreement (calculated after giving pro forma effect to any such proposed redemption as though such proposed redemption were consummated on the last day of such period and calculated based upon Parent’s most recently ended four fiscal quarter period for which internal financial statements are available) for the four fiscal quarter period immediately preceding the date on which such proposed redemption is proposed to be made, (vi) Borrowers shall have delivered to Agent updated projections and calculations evidencing the satisfaction of the conditions precedent set forth in clauses (iii), (iv), and (v) of this Section 6.9(a), in each case, in form and substance satisfactory to Agent, and (vii) if the aggregate amount of redemptions made pursuant to this Section 6.9(a), together with the amount of dividends declared, paid, or made pursuant to Section 6.9(b), in each case, since the Closing Date, would exceed $50,000,000 after giving effect to such proposed redemption, if requested or required by Agent in its discretion, Agent shall have received an appraisal of Borrowers’ Inventory by an appraiser selected by Agent and conducted a field exam with respect to Borrowers’ Accounts, in each case, within the ninety day period immediately preceding the date of any such proposed redemption, Parent may make redemptions of its Stock, and
               (b) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) the proposed declaration and payment of dividends on account of Parent’s Stock is in full compliance with applicable law (including the Delaware General Corporation Law and the California Corporations Code, to the extent applicable) and the constituent documents of Parent, (iii) Excess Availability plus Qualified Cash of Parent and its Subsidiaries each day during the 30 consecutive day period before giving effect to the proposed redemption of Parent’s Stock, and immediately after giving effect to the proposed declaration and payment of dividends on account of Parent’s Stock, is greater than $75,000,000, (iv) on a pro forma basis after giving effect to any such proposed declaration or payment of dividends on account of Parent’s Stock, Excess Availability plus Qualified Cash of Parent and its Subsidiaries is projected to be in excess of $75,000,000 at all times during the 3 month period ended immediately after the proposed date of such declaration or payment, (v) Parent’s pro forma Fixed Charge Coverage Ratio (calculated after giving pro forma effect to any such proposed declaration or payment as though such proposed declaration or payment were consummated on the last day of such period and calculated based upon Parent’s most recently ended four fiscal quarter period for which internal financial statements are available) for the four fiscal quarter period immediately preceding the date on which such dividend is proposed to be made was not less than 1.10 to 1.00, (vi) on a pro forma basis after giving effect to any such proposed declaration or payment, Parent is projected to have a Fixed Charge Coverage Ratio (calculated after giving effect to any such proposed declaration or payment and measured on a four fiscal quarter period basis) of not less than 1.10 to 1.00 for each of the four fiscal quarters ended immediately after the proposed date of such declaration or payment, (vii) Borrowers shall have delivered to Agent updated projections and calculations evidencing the satisfaction of the conditions precedent set forth in clauses (iii), (iv), (v), and (vi) of this Section 6.9(b), in each case, in form and substance satisfactory to Agent, and (viii) if the aggregate amount of dividends declared, paid, or made pursuant to this Section 6.9(b), together with the amount of redemptions of Stock of Parent made pursuant to Section 6.9(a), in each case, since the Closing Date, would exceed $50,000,000 after giving effect to such proposed declaration or payment, if requested or required by Agent in its discretion, Agent shall have received an appraisal of

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Borrowers’ Inventory by an appraiser selected by Agent and conducted a field exam with respect to Borrowers’ Accounts, in each case, within the ninety day period immediately preceding the date of any such declaration or payment, Parent may declare and pay dividends on account of Parent’s Stock in an aggregate amount not to exceed $100,000,000 during the term of this Agreement.”
               (v) Section 9.1 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “9.1 Rights and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrowers), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following:
               (a) declare the Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by Borrowers;
               (b) declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of any Lender hereunder to make Advances, (ii) the obligation of the Swing Lender to make Swing Loans, and (iii) the obligation of any Issuing Lender to issue Letters of Credit; and
               (c) exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents or applicable law.
The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth above, without any notice to any Borrower or any other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations (other than the Bank Product Obligations), inclusive of all accrued and unpaid interest thereon and all fees and all other amounts owing under this Agreement or under any of the other Loan Documents, shall automatically and immediately become due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or notice of any kind, all of which are expressly waived by each Borrower.”
               (w) Section 12 of the Credit Agreement is hereby amended and modified by inserting the following clause (d) immediately after clause (c):
               “(d) EACH OF PARENT AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.”

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               (x) Section 14.1 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “14.1 Amendments and Waivers.
               (a) No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank Product Agreements or the Fee Letter), and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and each Borrower and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly affected thereby and each Borrower, do any of the following:
                    (i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c),
                    (ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
                    (iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), and (z) that any amendment or modification of defined terms used in the financial covenant in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (iii)),
                    (iv) amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,
                    (v) other than as permitted by Section 15.11, release Agent’s Lien in and to any of the Collateral,
                    (vi) amend, modify, or eliminate the definition of “Required Lenders” or “Pro Rata Share”,
                    (vii) except as provided in the last sentence of Section 15.11(a), contractually subordinate any of Agent’s Liens,
                    (viii) other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,
                    (ix) amend, modify, or eliminate any of the provisions of Section 2.3(d), Section 2.4(b)(i) or (ii), or Section 2.4(e) or (f),
                    (x) amend, modify, or eliminate Section 13.1(a) to permit a Loan Party, an Affiliate of a Loan Party, Equity Sponsor, or an Affiliate of Equity Sponsor to be permitted to become an Assignee, or

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                    (xi) amend, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Dilution Reserve, Eligible Accounts, Eligible In-Transit Inventory, Eligible Landed Inventory, Net Liquidation Percentage, and Seasonal Inventory Limitation) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount, or change Section 2.1(c).
               (b) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive (i) the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrowers (and shall not require the written consent of any of the Lenders), and (ii) any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and the Required Lenders,
               (c) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to any Issuing Lender, or any other rights or duties of Issuing Lender under this Agreement or the other Loan Documents, without the written consent of such Issuing Lender, Agent, Borrowers, and the Required Lenders,
               (d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan Documents, without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders,
               (e) Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Parent and its Subsidiaries, shall not require consent by or the agreement of any Borrower, and (ii) any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender other than any of the matters governed by Section 14.1(a)(i) through (iii),
               (f) Anything in this Section 14.1 to the contrary notwithstanding, Agent and the Borrowers may (without the consent of any Lender) amend or supplement this Agreement to cure any ambiguity, defect or inconsistency or to make a modification of a minor, consistency or technical nature or to correct a manifest error.”
               (y) Section 15.1 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “15.1 Appointment and Authorization of Agent. Each Lender hereby designates and appoints WFF as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. The provisions of this Section 15 are solely for the benefit of Agent and the Lenders, and Parent and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have

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or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Parent and its Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Parent and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Parent and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Parent or its Subsidiaries, the Obligations, the Collateral, the Collections of Parent and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. Each Lender hereby acknowledges and agrees that it has reviewed the provisions of the Flow of Funds Agreement, agrees to be bound by the terms thereof, and designates and irrevocably authorizes Agent to execute and deliver the Flow of Funds Agreement on its behalf.
               (z) Section 15.6 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “15.6 Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Parent and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender (or Bank Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers. Each Lender also represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the

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Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrowers or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information with respect to Borrowers, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).”
               (aa) Section 15.8 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “15.8 Agent in Individual Capacity. WFF and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Document as though WFF were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, WFF or its Affiliates may receive information regarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent or such other Person and that prohibit the disclosure of such information to the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms “Lender” and “Lenders” include WFF in its individual capacity.”
               (bb) Section 15.10 of the Credit Agreement is hereby amended and modified by amending and restating clause (a) of such section in its entirety as follows:
          “(a) Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group (or the Bank Product Providers). The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them.”
               (cc) Section 15.11 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “15.11 Collateral Matters.

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               (a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to (i) release any Lien on any Collateral or otherwise consent to the disposition thereof free of the Lien created by the Loan Documents (A) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations, (B) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (C) constituting property in which Parent or its Subsidiaries owned no interest at the time Agent’s Lien was granted nor at any time thereafter, or (D) constituting property leased to Parent or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement, and (ii) at Agent’s option and in its sole discretion, release any Lien created by the Loan Documents on any Equipment if Borrowers certify to Agent in writing that each of the following conditions are true and satisfied (and Agent may rely conclusively on any such certificate, without further inquiry): (A) such release is required or desirable in connection with the incurrence of any Equipment Loan permitted under clause (q) of the definition of Permitted Indebtedness, (B) such Equipment secures Indebtedness permitted pursuant to clause (q) of the definition of Permitted Indebtedness, and (C) such Equipment is the subject of a Permitted Lien under clause (u) of the definition of Permitted Liens (including the proviso to such clause (u)). The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Stock of the acquisition vehicle or vehicles that are used to consummate such purchase). Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of Collateral having an aggregate book value in excess of $75,000,000 during any calendar year, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers); provided, however, that nothing in clause (y) of this sentence shall be deemed to restrict or limit the enforcement rights or remedies of Agent with respect to the Collateral under this Agreement or any other Loan Document that arise as a result of an Event of Default. Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any Lien

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granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.
               (b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) to assure that the Collateral exists or is owned by Parent or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise provided herein.”
               (dd) Section 15.13 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “15.13 Agency for Perfection. Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment) for the purpose of perfecting Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions.”
               (ee) Section 15.15 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “15.15 Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (and such Bank Product Provider).”
               (ff) Section 15.17 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “15.17 Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to Borrowers or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make credit

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available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf in connection with its Commitment, nor to take any other action on behalf of such Lender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein.”
               (gg) Section 17.5 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “17.5 Bank Product Providers. Each Bank Product Provider shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby agrees to act as a non-fiduciary agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement and providing a Bank Product that qualifies as Bank Product Obligations pursuant to the requirements of the proviso set forth in the definition of Bank Product Obligations, each Bank Product Provider shall be automatically deemed to have appointed Agent as its non-fiduciary agent and to have accepted the benefits of the Loan Documents; it being understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein and in any Bank Product Provider Letter Agreement. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the part of Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the relevant Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the amount due and payable to the relevant Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). Borrower may obtain Bank Products from any Bank Product Provider, although Borrower is not required to do so. Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors.”
               (hh) Section 17.10 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “17.10 Lender Group Expenses. Borrowers agree to pay the Lender Group Expenses on the earlier of (a) the first day of the month following the date on which such Lender Group Expenses were first incurred or (b) the date on which demand therefor is made by Agent. Borrowers agree that their respective obligations contained in this Section 17.10 shall survive payment or satisfaction in full of all other Obligations.”
               (ii) Section 17.11 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:

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          “17.11 Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies Borrowers, which information includes the name and address of Borrowers and other information that will allow such Lender to identify Borrowers in accordance with the Patriot Act. In addition, if Agent is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for the Loan Parties and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties’ senior management and key principals, and Borrower agrees to cooperate in respect of the conduct of such searches and further agrees that the reasonable costs and charges for such searches shall constitute Lender Group Expenses hereunder and be for the account of Borrowers.”
               (jj) Section 17.12 of the Credit Agreement is hereby amended and modified by amending and restating such section in its entirety as follows:
          “17.12 Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The foregoing to the contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed by the written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments, acceleration, reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided in such Bank Product Agreement.”
               (kk) Schedules A-2, E-1, M-1, 4.1(c), 4.6(a), 4.6(b), 4.6(c), 4.6(d), 4.13, 4.15, 4.17, 4.30(b), 5.1, and 5.2 to the Credit Agreement are each hereby amended in their entirety and replaced with the corresponding Schedules attached hereto as Exhibit A.
               (ll) Exhibit B-1 to the Credit Agreement is hereby amended by adding the intellectual property listed on Exhibit B attached hereto.
          3. Amendments to Security Agreement.
               (a) The preamble of the Security Agreement is hereby amended and modified by amending and restating the preamble in its entirety as follows:
          “This SECURITY AGREEMENT (this “Agreement”), dated as of June 30, 2009, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).”
               (b) The first WHEREAS clause of the Security Agreement is hereby amended and modified by amending and restating such WHEREAS clause in its entirety as follows:
          “WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, including all schedules thereto, the “Credit Agreement”) among SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof as a Borrower (each of 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 thereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is thereinafter further defined), Agent, WFCF, as a joint lead arranger, BANK OF AMERICA, N.A.,

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as syndication agent, and BANC OF AMERICA SECURITIES LLC, as a joint lead arranger, the Lender Group has agreed to make certain financial accommodations available to the Borrowers from time to time pursuant to the terms and conditions thereof, and”
               (c) The Security Agreement is hereby amended and modified by amending and restating Section 22 in its entirety as follows:
          “22. Continuing Security Interest: Assignments under Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in cash in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (b) be binding upon each of Grantors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full in cash of the Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any Lender to the Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion. Upon the consummation of a Permitted Disposition of Collateral by a Grantor to any third party, the Security Interest in such Collateral granted hereby shall automatically terminate (but shall attach to the Proceeds or products thereof), and Agent shall promptly provide such releases or other evidence of such termination as reasonably requested by such Grantor. A Grantor shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall automatically terminate in the event that all the Stock of such Grantor shall be sold, transferred or otherwise disposed of to a Person other than a Loan Party in a Permitted Disposition, and Agent shall promptly provide such releases and evidence of such termination as may be reasonably requested by such Grantor. If (w) release of the Security Interest in such Equipment is required or desirable in connection with the incurrence of any Equipment Loan permitted pursuant to clause (q) of the definition of Permitted Indebtedness, (x) such Equipment secures Indebtedness permitted pursuant to clause (q) of the definition of Permitted Indebtedness, (y) such Equipment is the subject of a Permitted Lien under clause (u) of the definition of Permitted Liens (including the proviso to such clause (u)), and (z) Agent has received a certificate from the Borrowers certifying in writing that each of the following conditions are true and satisfied (and Agent may rely conclusively on any such certificate, without further inquiry): (i) such release or subordination is required or desirable in connection with the incurrence of any Equipment Loan permitted pursuant to clause (q) of the definition of Permitted Indebtedness, (ii) such Equipment secures Indebtedness permitted pursuant to clause (q) of the definition of Permitted Indebtedness, and (iii) such Equipment is the subject of a Permitted Lien under clause (u) of the definition of Permitted Liens (including the proviso to such clause (u)), then Agent’s Security Interest in such Equipment granted pursuant to this Agreement shall automatically be released and all rights in such Equipment shall revert back to the Grantors or any other Person entitled thereto.”

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               (d) The Security Agreement is hereby amended and modified by amending and restating clause (f) in Section 26 in its entirety as follows:
          “(f) Unless the context of this Agreement 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.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan Document to the satisfaction, payment, or repayment in full of the Obligations shall mean the repayment in full in cash or immediately available funds (or, in the case of Letters of Credit or Acceptances, providing Letter of Credit Collateralization, or, in the case of Bank Products, providing Bank Product Collateralization) of all Obligations (including the payment of any Lender Group Expenses that have accrued irrespective of whether demand has been made therefor and the payment of any termination amount then applicable (or which would become applicable as a result of the repayment of the other Obligations) under Bank Product Agreements) other than unasserted contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and that are not required by the provisions of this Agreement to be repaid or cash collateralized. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.”
               (e) Schedule 1 to the Security Agreement is hereby amended in its entirety and replaced with the Schedule attached hereto as Exhibit C.
          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.
               (b) Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit D, duly executed and delivered by an authorized official of each Guarantor.
               (c) Agent shall have received Amendment Number One to Fee Letter, in form and substance satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect.
               (d) Agent shall have received, in immediately available funds, the Arrangement Fee (as such term is defined in Amendment Number One to Fee Letter).
               (e) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 6 hereof.
               (f) Agent shall have received amendments to (i) the Copyright Security Agreement, (ii) the Patent Security Agreement, and (iii) the Trademark Security Agreement, in each case, in

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form and substance satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect.
               (g) Agent shall have received an Assignment and Acceptance from Capital One Leverage Finance Corporation, in form and substance and on terms and conditions satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect.
               (h) Agent shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan Party’s board of directors authorizing its execution, delivery, and performance of this Amendment, approving the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, (ii) authorizing specific officers of such Loan Party to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party;
               (i) Agent shall have received either (i) copies of each Loan Party’s Governing Documents, as amended, modified, or supplemented to the Third Amendment Date, certified by the Secretary of such Loan Party, with such Governing Documents attached as an exhibit thereto, or (ii) a certificate from the Secretary of each Loan Party, dated as of the date hereof, certifying that the Governing Documents of such Loan Party attached to the certificate from the Secretary of such Loan Party dated as of the Closing Date have not been further amended, modified, or supplemented, with such Governing Documents attached as an exhibit thereto.
               (j) Agent shall have received a certificate of status with respect to each Loan Party, dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction.
               (k) Agent shall have received certificates of status with respect to each Loan Party, dated as of a recent date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions.
               (l) 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).
               (m) 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.
               (n) 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:

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               (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.
               (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).

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               (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.
               (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. Amendment Fee. On or before the date hereof, Borrowers shall pay to Agent, for the ratable benefit of the undersigned Lenders, in accordance with their respective Pro Rata Shares of the Commitments, an amendment fee in the amount of $500,000 in immediately available funds, which amendment fee shall be fully earned and non-refundable on the date hereof.
          7. 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER 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.

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          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 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 sue (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.
          8. 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 8.
          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.

- 40 -


 

          9. 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. 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.
          11. 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).
          12. 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) This Amendment is a Loan Document.
               (d) 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

- 41 -


 

“including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.
          13. 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.
          14. 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.
          15. 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.
          16. 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.
          17. 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]

- 42 -


 

          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/ David Weinberg    
 
     
 
   
 
  Name:   David Weinberg    
 
     
 
   
 
  Title:   Chief Operating Officer    
 
     
 
   
 
           
    SKECHERS U.S.A., INC. II,    
    a Delaware corporation, as a Borrower    
 
           
 
  By:   /s/ David Weinberg    
 
     
 
   
 
  Name:   David Weinberg    
 
     
 
   
 
  Title:   Chief Financial Officer    
 
     
 
   
 
           
    SKECHERS BY MAIL, INC.,    
    a Delaware corporation, as a Borrower    
 
           
 
  By:   /s/ David Weinberg    
 
     
 
   
 
  Name:   David Weinberg    
 
     
 
   
 
  Title:   Chief Financial Officer    
 
     
 
   
 
           
    310 GLOBAL BRANDS, INC.,    
    a Delaware corporation, as a Borrower    
 
           
 
  By:   /s/ David Weinberg    
 
     
 
   
 
  Name:   David Weinberg    
 
     
 
   
 
  Title:   Chief Executive Officer    
 
     
 
   
SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND SECURITY AGREEMENT

 


 

             
    WELLS FARGO CAPITAL FINANCE, LLC, a    
    Delaware limited liability company, as Agent and as a Lender    
 
           
 
  By:   /s/ Rina Shinoda    
 
     
 
   
 
  Name:   Rina Shinoda    
 
     
 
   
 
  Title:   Vice President    
 
     
 
   
SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND SECURITY AGREEMENT

 


 

             
    BANK OF AMERICA, N.A.,    
    as a Lender    
 
           
 
  By:   /s/ Stephen King    
 
     
 
   
 
  Name:   Stephen King    
 
     
 
   
 
  Title:   SVP    
 
     
 
   
SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND SECURITY AGREEMENT

 


 

             
    PNC BANK, N.A.,    
    as a Lender    
 
           
 
  By:   /s/ Pete Martinez    
 
     
 
   
 
  Name:   Pete Martinez    
 
     
 
   
 
  Title:   Sr. Vice President    
 
     
 
   
SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND SECURITY AGREEMENT

 


 

             
    UNION BANK, N.A.,    
    as a Lender    
 
           
 
  By:   /s/ Peter Ehlinger    
 
     
 
   
 
  Name:   Peter Ehlinger    
 
     
 
   
 
  Title:   Vice President    
 
     
 
   
SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND SECURITY AGREEMENT

 


 

             
    HSBC BUSINESS CREDIT (USA) INC.,    
    as a Lender    
 
           
 
  By:   /s/ Steven T. Brennan    
 
     
 
   
 
  Name:   Steven T. Brennan    
 
     
 
   
 
  Title:   Senior Vice President #15219    
 
     
 
   
SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND SECURITY AGREEMENT

 


 

             
    CIT BANK,    
    as a Lender    
 
           
 
  By:   /s/ Benjamin Haslam    
 
     
 
   
 
  Name:   Benjamin Haslam    
 
     
 
   
 
  Title:   Authorized Signatory    
 
     
 
   
SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND SECURITY AGREEMENT

 


 

             
    U.S. BANK NATIONAL ASSOCIATION,    
    as a Lender    
 
           
 
  By:   /s/ Wayne Elliott    
 
     
 
   
 
  Name:   Wayne Elliott    
 
     
 
   
 
  Title:   Vice President    
 
     
 
   
SIGNATURE PAGE TO AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND SECURITY AGREEMENT

 


 

EXHIBIT A
Credit Agreement Schedules
See attached.

 


 

Schedule A-2
Authorized Persons
Robert Greenberg
Michael Greenberg
David Weinberg
Philip Paccione

 


 

Schedule E-1
Eligible Inventory Locations
Domestic warehouse locations
The following warehouse locations are all leased by Skechers U.S.A., Inc. from third parties with the exception of 1670 Champagne Avenue, which is leased from Yale Investments, LLC.
  1.   4100 East Mission Blvd., Ontario, CA 91761
 
  2.   1670 Champagne Ave., Ontario, CA 91761
 
  3.   1661 S. Vintage Ave., Ontario, CA 91761
 
  4.   1777 S. Vintage Ave., Ontario, CA 91761
 
  5.   2120 S. Archibald Ave., Ontario, CA 91761
 
  6.   13473 Santa Ana Ave, Fontana CA 92337
Domestic retail store locations
See attached list of domestic stores. All stores with an open date of “n/a” are expected to be opened within six months, except stores numbered 191 (to be determined), 345 (2012), 346 (2013) and 363 (2012). All of the domestic retail store locations are leased by Skechers U.S.A., Inc.

 


 

(SKECHERS LOGO)
SKECHERS Store and Corporate Listing
                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
1
  C     2,200     Manhattan Beach   1121 Manhattan Ave   Manhattan Beach   CA     90266       310.318.3116       310.406.2946 f     6/1/95   2/15/15
2
  WHS     10,140     Gardena   19000 S. Vermont Avenue   Gardena   CA     90248       310.327.4600       310.327.5274 f     9/1/95   8/31/15
4R
  OTL     4,490     Camarillo Promenade   620 Ventura Blvd., #1311   Camarillo   CA     93010       805.388.1029       805.388.9603 f     4/23/09   1/31/20
5
  C     1,531     Galleria at South Bay   1815 Hawthorne Blvd., #112   Redondo Beach   CA     90278       310.370.7769       310.370.0490 f     6/1/96   6/30/16
6
  OTL     2,768     Ontario Mills Outlet Mall   1 Mills Circle, #202   Ontario   CA     91764       909.484.8733       909.484.8525 f     11/1/96   1/31/17
7
  OTL     2,375     Gilroy Premium Outlets   8300 Arroyo Circle, #B050   Gilroy   CA     95020       408.847.6485       408.847.6685 f     3/28/97   3/31/17
9R
  C     2,171     Sunvalley Mall   220A Sunvalley Mall, #A121A   Concord   CA     94520       925.691.5877       925.691.5878 f     7/27/10   1/31/21
10R
  OTL     4,001     Arizona Mills   5000 Arizona Mills Circle, #250   Tempe   AZ     85282       480.755.7888       480.755.1261 f     6/28/07   4/30/17
11
  OTL     2,300     Woodbury Common Premium Outlets   877 Grapevine Court   Central Valley   NY     10917       845.928.1459       845.928.1456 f     3/27/98   1/31/19
12
  C     1,562     Garden State Plaza   1 Garden State Plaza, #1230   Paramus   NJ     07652       201.291.4128       201.291.4134 f     8/15/97   1/31/18
16R
  OTL     6,000     Tanger Outlet . Riverhead   Long Island Expressway, Exit 73 Tanger Drive, #1209   Riverhead   NY     11901       631.369.5525       631.369.3906 f     8/7/03   1/31/13
18R
  C     3,106     Beverly Center   8500 Beverly Blvd., #643   Los Angeles   CA     90048       310.652.5185       310.652.5037 f     4/30/03   1/31/13
19
  OTL     3,197     Milpitas Mills   498 Great Mall Drive   Milpitas   CA     95035       408.719.8155       408.719.8255 f     4/1/98   4/30/15
21R
  C     2,019     Irvine Spectrum   71 Fortune Drive, #852   Irvine   CA     92618       949.450.0994       949.450.0995 f     5/1/08   4/30/18
22
  C     2,093     The Block at Orange   20 City Blvd. J3, Space #312   Orange   CA     92868       714.978.2951       714.939.6979 f     11/19/98   1/31/19

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
23
  WHS     11,000     Tarzana   18143 Ventura Blvd.   Tarzana   CA     91356       818.345.1024       818.345.2018 f     5/1/98   1/31/13
25
  OTL     3,000     Wrentham Village Premium Outlets   1 Premium Outlets Blvd., #165   Wrentham   MA     02093       508.384.8001       508.384.1418 f     5/22/98   5/31/15
26
  WHS     5,600     Anaheim   1195 N. State College Blvd.   Anaheim   CA     92806       714.956.2477       714.956.2506 f     8/1/98   7/31/13
27
  WHS     9,110     Van Nuys   6426 Van Nuys Blvd.   Van Nuys   CA     91401       818.989.2189       818.989.2171 f     6/1/98   6/25/13
28
  OTL     1,898     Waikele Premium Outlets   94-792 Lumaina Street, Bldg. 2, #213   Waipahu   HI     96797       808.680.9711       808.680.9239 f     7/23/98   7/31/15
29R
  C     1,972     Bridgewater Commons   400 Commons Way, #3475   Bridgewater   NJ     08807       908.685.5808       908.252.1779 f     11/21/08   9/30/18
30
  OTL     3,166     Fashion Outlets   32100 Las Vegas Blvd., #432   Primm   NV     89019       702.874.1890       702.874.1895 f     7/15/98   1/31/19
31R
  C     3,194     The Oaks   332 W. Hillcrest Drive, #L005   Thousand Oaks   CA     91360       805.557.0166       805.557.0266 f     6/27/08   6/30/18
32
  C     1,995     Bayside Marketplace   401 Biscayne Blvd, #2250   Miami   FL     33132       305.358.3583       305.358.8790 f     10/1/98   7/31/12
36
  OTL     2,971     Dolphin Mall   11401 N.W. 12th Street, #121   Miami   FL     33172       305.591.2667       305.591.3017 f     3/3/01   2/28/19
38
  C     1,982     Glendale Galleria   2234 Glendale Galleria   Glendale   CA     91210       818.543.0741       818.543.0744 f     9/1/98   1/31/12
40
  WHS     7,100     San Diego   4475 Mission Blvd., #A   San Diego   CA     92109       858.581.6010       858.581.6222 f     12/1/98   1/31/12
41
  OTL     4,073     Katy Mills   28500 Katy Freeway, #671   Katy   TX     77494       281.644.6500       281.644.6501 f     10/28/99   1/31/15
42
  OTL     3,846     Concord Mills   8111 Concord Mills Blvd., #694   Concord   NC     28027       704.979.8333       704.979.8330 f     9/16/99   1/31/18
43
  C     4,261     Universal City Walk   1000 Universal Center Dr., #V118   Universal City   CA     91608       818.762.9688       818.762.9317 f     3/25/00   3/16/15
44
  WHS     10,317     Norwalk   11033 E. Rosecrans Blvd., #A   Norwalk   CA     90650       562.868.7747       562.868.6647 f     4/1/99   4/22/15
45
  WHS     10,400     El Monte   12017 E. Garvey Avenue, #A   El Monte   CA     91733       626.454.3600       626.454.3657 f     10/1/99   10/31/09

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
46
  OTL     2,912     Jersey Gardens Metro Mall   651 Kapkowski Blvd., #2061   Elizabeth   NJ     07201       908.820.8825       908.820.8826 f     12/4/99   1/31/20
48
  C     4,724     New York   140 W. 34th Street   New York   NY     10001       646.473.0490       646.473.0491 f     6/4/00   6/30/17
49
  OTL     3,817     Orlando Premium Outlets   8200 Vineland Ave., #1229   Orlando   FL     32821       407.477.0029       407.477.0031 f     6/8/00   1/31/20
50
  OTL     4,272     Arundel Mills   7000 Arundel Mills Circle   Hanover   MD     21076       443.755.8888       443.755.8885 f     11/17/00   1/31/21
51
  OTL     9,000     Las Americas   4345 Camino de la Plaza, #330   San Diego   CA     92173       619.934.7340       619.934.7342 f     11/15/01   11/30/13
52
  OTL     3,792     Franklin Mills   1701 Franklin Mills Circle, #202   Philadelphia   PA     19154       215.501.0710       215.501.0713 f     7/26/01   1/31/12
53
  OTL     2,011     Desert Hills Premium Outlets   48400 Seminole Drive, #408   Cabazon   CA     92230       951.922.9301       951.922.0852 f     6/29/00   5/31/15
54
  WHS     8,932     Westheimer Square Center   6518 Westheimer Road   Houston   TX     77057       713.977.1174       713.977.1386 f     8/2/02   1/31/13
55
  OTL     2,389     Folsom Premium Outlets   13000 Folsom Blvd., #1215   Folsom   CA     95630       916.608.2209       916.608.2216 f     8/17/00   7/31/15
56
  WHS     9,595     Huntington Park   6202 Pacific Blvd.   Huntington Park   CA     90255       323.582.3293       323.582.0523 f     2/10/01   2/28/13
57
  WHS     12,000     Haileah   3301 W. Okeechobee Road   Hialeah   FL     33012       305.817.1970       305.817.1969 f     11/19/00   1/31/16
58
  WHS     7,200     San Francisco   2600 Mission Street   San Francisco   CA     94110       415.401.6211       415.401.6215 f     12/17/00   12/31/15
59
  WHS     10,000     Houston   8460 Gulf Freeway   Houston   TX     77017       713.847.9327       713.847.9236 f     12/17/00   6/30/16
60
  WHS     12,669     Leon Valley   5751 N.W. Loop 410   Leon   TX     78238       210.256.2160       210.256.2161 f     2/8/01   3/31/15
61
  WHS     10,400     The Edgewood Center   422 S. Azusa Avenue   Azusa   CA     91702       626.812.0693       626.815.2553 f     5/23/02   5/31/12
63
  OTL     3,783     Grapevine Mills   3000 Grapevine Mills Parkway, #G   Grapevine   TX     76051       972.539.3117       972.539.8422 f     6/10/01   1/31/17
64
  WHS     10,000     San Antonio   903 S.W. Military Drive   San Antonio   TX     78221       210.927.7864       210.927.7830 f     6/26/01   6/25/16
65
  WHS     8,681     Long Beach   2550 Long Beach Blvd.   Long Beach   CA     90806       562.490.2504       562.490.2505 f     6/15/01   6/30/11

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
66
  WHS     9,900     Waterford Lakes Town Center   517 N. Alafaya Trail   Orlando   FL     32828       407.207.1239       407.207.2136 f     3/22/01   3/31/16
67
  OTL     3,389     Discover Mills   5900 Sugarloaf Parkway, #225   Lawrenceville   GA     30043       678.847.5155       678.847.5157 f     11/2/01   1/31/12
68
  WHS     7,910     Snapper Creek   7174-7186 S.W. 117th Ave.   Miami   FL     33183       305.270.1792       305.270.0941 f     3/24/01   9/30/12
69
  WHS     9,853     Miami Gateway   805.825 N.W. 167th Street   Miami   FL     33169       305.627.0535       305.627.0536 f     7/26/01   1/31/12
70
  C     3,858     Woodfield Mall   G.308 Woodfield Shopping Center   Schaumburg   IL     60173       847.413.0211       847.413.0234 f     11/1/01   1/31/21
71
  C     3,200     The Shops at Willow Bend   6121 West Park Blvd., #B116   Plano   TX     75093       469.366.0149       469.366.0151 f     8/3/01   1/31/13
75
  OTL     3,583     Colorado Mills   14500 W. Colfax Avenue, #259   Lakewood   CO     80401       720.497.0141       720.497.0143 f     11/14/02   1/31/13
77
  C     3,750     Third Street Promenade   1343 3rd Street Promenade   Santa Monica   CA     90401       310.899.0151       310.899.9840 f     8/17/01   5/31/21
78
  OTL     5,282     Belz Canovanas   18400 State Rd. #3, Space #051   Canovanas   PR     00729       787.886.0505       787.886.0515 f     8/16/01   8/31/13
79
  OTL     5,000     Las Vegas Outlet Center   7400 Las Vegas Blvd., South, #241   Las Vegas   NV     89123       702.492.0592       702.492.0594 f     7/25/01   7/31/16
80
  OTL     3,500     Tanger Outlet . San Marcos   4015 Interstate 35 South, #1070   San Marcos   TX     78666       512.353.4045       512.353.4012 f     7/14/01   7/31/16
81
  C     1,800     Partridge Creek   17420 Hall Road, #142   Clinton Township   MI     48038       586.226.0804       586.226.0809 f     10/18/07   1/31/17
82
  OTL     4,585     Tanger Outlet . Lancaster   201 Stanley K. Tanger Blvd.   Lancaster   PA     17602       717.393.2997       717.393.4791 f     11/21/01   11/30/16
83
  WHS     9,666     Los Angeles   5191 Whittier Boulevard   Los Angeles   CA     90022       323.264.4700       323.264.4746 f     12/19/01   12/31/11
84
  WHS     13,305     El Cerrito   5805 Cutting Blvd.   El Cerrito   CA     94530       510.235.1123       510.235.1218 f     9/20/01   4/30/13
86
  OTL     3,500     Tanger Outlet Center . Kittery II   360 US Route 1, #101   Kittery   ME     03904       207.439.0556       207.439.3049 f     6/20/03   5/31/13
87
  C     2,400     Twelve Oaks   27500 Novi Road, #126   Novi   MI     48377       248.380.7020       248.380.7224 f     9/28/07   1/31/17
88
  OTL     6,000     Queens Place   88.01 Queens Blvd., #121   Queens Center   NY     11373       718.699.2773       718.699.0683 f     11/2/01   9/30/16

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
89
  OTL     3,511     The Outlet Shoppes at El Paso   7051 S. Desert Blvd., #A-145   Canutillo   TX     79835       915.877.2002       915.877.2086     10/10/07   10/31/12
90
  C     2,995     The Plaza at the King of Prussia   160 North Gulph Road, #2057   King of Prussia   PA     19406       610.337.7366       610.337.7822 f     11/15/01   3/31/16
91
  WHS     10,512     Fresno   86 E. Shaw Avenue   Fresno   CA     93710       559.221.0399       559.221.0699 f     5/3/02   5/31/12
92
  C     3,707     Mall of America   214 North Garden   Bloomington   MN     55425       952.854.3000       952.854.8515 f     7/19/02   7/31/12
93
  OTL     3,414     Carlsbad Premium Outlets   5610 Paseo Del Norte, #105   Carlsbad   CA     92008       760.918.0040       760.918.0057 f     5/16/02   5/31/12
94
  OTL     3,500     Tanger Outlet Center Wisconsin Dells   210 Gasser Road, #1030   Baraboo   WI     53913       608.253.2024       608.253.2025 f     7/28/06   7/31/16
95
  C     3,019     Florida Mall   8001 S. Orange Blossom Trail, #312   Orlando   FL     32809       407.851.0900       407.851.6773 f     8/24/02   1/31/13
96
  OTL     4,527     Tanger Outlet . Myrtle Beach   10827 Kings Road, #895   N. Myrtle Beach   SC     29572       843.449.7473       843.449.6684 f     6/28/02   6/30/12
97
  WHS     8,000     Washington Square   4801 W. North Ave.   Chicago   IL     60639       773.489.9901       773.489.9902 f     3/13/03   5/31/13
99
  OTL     4,550     Steinway Street   31.01 Steinway Street   Astoria   NY     11103       718.204.0040       718.204.2583 f     4/11/02   1/31/12
100
  C     6,372     Times Square . Reuters Building   3 Times Square   New York   NY     10036       212.869.9550       212.869.9548 f     1/11/03   8/31/17
102
  WHS     8,000     El Paso   6100 Montana Avenue, #A   El Paso   TX     79925       915.774.0002       915.774.0026 f     3/6/03   4/30/13
103
  C     2,781     Houston Galleria II   5085 Westheimer, #B3615   Houston   TX     77056       713.623.8660       713.623.0784 f     6/27/03   1/31/14
104
  C     3,165     Tyson’s Corner   1961 Chain Bridge Rd., #D12L   McLean   VA     22102       703.790.5520       703.790.5542 f     10/4/02   10/31/12
107
  C     3,247     Ala Moana Shopping Center   1450 Ala Moana Blvd, #2033   Honolulu   HI     96814       808.941.0660       808.941.0664 f     10/4/02   1/31/12
111
  OTL     3,001     Grove City Premium Outlets   Grove City Factory Shops #1020 1911 Leesburg-Grove City Road   Grove City   PA     16127       724.748.3547       724.748.4674 f     11/14/02   11/30/12
112
  C     2,846     Roosevelt Fields   630 Old Country Road, #1064   Garden City   NY     11530       516.873.7267       516.873.8029 f     1/13/03   1/31/13
113
  WHS     7,200     McLendon Plaza   10255 N. Freeway #F   Houston   TX     77037       281.999.5796       281.999.0317 f     5/1/03   4/30/14

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
114
  OTL     3,155     Las Vegas Premium Outlet   905 S. Grand Central Parkway, #1720   Las Vegas   NV     89106       702.383.4061       702.383.4063 f     8/1/03   7/31/13
116
  C     2,500     Town Center at Boca Raton   6000 Glades Rd. #1131   Boca Raton   FL     33431       561.368.1622       561.368.1760 f     2/13/03   2/28/13
119
  WHS     11,250     Southgate Mall   4260 Florin Rd., #B103   Sacramento   CA     95823       916.424.8783       916.424.8744 f     6/20/03   4/30/13
120
  WHS     10,251     Pavilions at San Mateo   4900 Cutler Ave. NE, #E1   Albuquerque   NM     87110       505.884.1191       505.884.8077 f     5/29/03   5/31/13
121
  OTL     3,894     Tanger Outlet Center Five Oaks   1645 Parkway, #1390   Sevierville   TN     37862       865.453.9911       865.453.9916 f     8/14/03   7/31/13
122
  WHS     8,196     Pine Trail Square Mall   1951 A North Military Trail   West Palm Beach   FL     33409       561.681.6831       561.681.6841 f     8/7/03   8/31/13
123
  OTL     3,200     Jackson Outlet Village   537 Monmouth Road, Suite 116A, Space 142   Jackson   NJ     08527       732.928.3636       732.928.6906 f     11/20/03   5/31/13
124
  OTL     3,000     St. Augustine Outlet Center   2700 State Road 16, #813   St. Augustine   FL     32092       904.819.9376       904.819.9381 f     7/17/03   7/31/13
125
  OTL     3,718     Carolina Premium Outlets   1025 Industrial Park Drive, #740   Smithfield   NC     27577       919.989.2133       919.989.3014 f     6/21/03   6/30/13
126
  C     2,486     Fashion Show Las Vegas   3200 Las Vegas Boulevard, South, #1240   Las Vegas   NV     89109       702.696.9905       702.696.1247 f     11/15/03   1/31/14
129
  WHS     8,624     Clearwater Mall   2663 Gulf To Bay Blvd., #910   Clearwater   FL     33759       727.791.4048       727.726.6092 f     10/30/03   10/31/13
130
  OTL     3,500     Tanger Outlet Center Charleston   4840 Tanger Outlet Blvd., #501   Charleston   SC     29418       843.554.8175       843.554.8177 f     8/4/06   8/31/16
132
  WHS     5,512     Aurora City Place   130 S. Abilene St., SM.3   Aurora   CO     80012       303.344.5767       303.367.2552 f     7/24/03   7/31/13
133
  C     2,553     The Corner Mall   417 Washington St.   Boston   MA     02108       617.423.0412       617.423.2875 f     9/25/03   7/31/13
134
  WHS     6,150     Dale Mabry   3804 W. Linebaugh Ave.,
UPS SHIPMENTS: Use Zip Code 33624
  Tampa   FL     33618-8702       813.265.9133       813.960.9385 f     11/3/03   10/31/13
135
  OTL     3,065     Fashion Outlets of Niagara   1900 Military Road, #12   Niagara Falls   NY     14304       716.297.5464       716.297.4275 f     7/31/03   7/31/13
139
  OTL     3,380     Silver Sands Factory Stores   10676 Emerald Coast Parkway West, #139   Destin   FL     32550       850.650.0387       850.650.0951 f     7/2/03   7/31/13
140
  WHS     8,891     North Creek Plaza   7901 San Dario Avenue, #A   Laredo   TX     78045       956.796.1531       956.729.1862 f     3/1/07   2/29/12

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
141
  OTL     3,399     Potomac Mills   2700 Potomac Mills Circle, #555   Prince William   VA     22192       703.490.5546       703.490.5760 f     5/28/04   1/31/15
142
  OTL     3,748     Sawgrass Mills   12801 West Sunrise Blvd., #539   Sunrise   FL     33323       954.838.9337       954-838.0162 f     7/23/04   1/31/15
143
  OTL     3,159     St. Louis Mills   5555 St. Louis Mills Blvd., #532   Hazelwood   MO     63042       314.227.5868       314.227.5870 f     5/21/04   1/31/15
144
  OTL     3,287     Jersey Shore Premium Outlets   1 Premium Blvd., #221   Tinton Falls   NJ     07753       732.695.1919       732.695.1944 f     11/13/08   1/31/14
145
  OTL     3,214     Seattle Premium Outlets   10600 Quil Ceda Blvd., #715   Tulalip   WA     98271       360.716.3886       360.716.3888 f     5/5/05   5/31/15
146
  OTL     3,500     Tanger Outlet Center Foley   2601 S McKenzie St., #488   Foley   AL     36535       251-943-9101       251-943-9104 f     11/18/05   11/30/15
147
  OTL     4,000     Rehoboth I Tanger Outlets   35000 Midway Outlet Drive, #204   Rehoboth Beach   DE     19971       302.644.6834       302.644.6836 f     7/1/05   6/30/15
148
  OTL     3,600     Locust Grove Tanger Outlet Center   1000 Tanger Drive, #408   Locust Grove   GA     30248       770.288.2011       770.288.2016 f     8/19/05   8/31/15
149
  OTL     3,380     Great Lakes Crossing   Store Address: 4000 Baldwin Road,
Shipping Address: 4544 Baldwin Road
  Auburn Hills   MI     48326       248.972.0807       248.972.0829 f     6/8/05   1/31/15
 
                                                           
150
  OTL     2,498     North Georgia Premium Outlets   800 Highway 400 South, #1050   Dawsonville   GA     30534       706.216.1262       706.216.1362 f     7/15/05   7/31/15
151
  OTL     3,168     Clinton Crossing Premium Outlets   20-A Killingworth Turnpike, #410   Clinton   CT     06413       860.664.3833       860.664.3848 f     8/4/05   7/31/15
152
  C     3,045     Bellevue Square   575 Bellevue Square, #240   Bellevue   WA     98004       425.688.7601       425.688.7606 f     7/29/05   6/30/15
153
  OTL     3,350     Tilton   120 Laconia Road, #306   Tilton   NH     03276-5238       603.286.1247       603.286.9314 f     8/19/05   8/31/12
154
  OTL     3,320     Round Rock Premium Outlets   4401 North IH-35, #729   Round Rock   TX     78664       512.869.3090       512.819.9080 f     8/3/06   8/31/16
155
  C     2,700     Gaslamp   480 5th Avenue, #2-110 and 2-111   San Diego   CA     92101       619.238.0912       619.238.4749 f     6/29/06   8/31/16
156
  C     1,995     Burbank Collection   152 E. Palm Ave., #214   Burbank   CA     91502       818.524.2106       818.524.2108 f     2/26/09   1/31/19
157
  OTL     3,569     Branson Tanger Outlet Center   300 Tanger Boulevard, #501   Branson   MO     65616       417.339.1304       417.339.1308 f     8/31/05   8/31/15
158
  C     2,012     The Pier at Ceasars   One Atlantic Ocean, #BW-236   Atlantic City   NJ     08401       609.345.7980       609.449.0369 f     10/19/06   12/31/16

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
159
  C     2,370     Westfield Topanga Plaza   6600 Topanga Canyon Blvd., #43A   Canoga Park   CA     91303       818.887.1827       818.887.5740 f     3/1/07   6/30/17
160
  C     2,360     Vegas Town Square   6605 South Las Vegas Blvd., #B-139   Las Vegas   NV     89119       702.361.8958       702.407.8463 f     11/14/07   11/30/17
161
  C     2,456     North Park Center   2112 NorthPark Center   Dallas   TX     75225       214.360.9303       214.360.9609 f     4/7/06   4/30/16
162
  OTL     4,250     Rio Grande Outlet Center   5001 East Expressway 83, Suite #712   Mercedes   TX     78570       956.565.2011       956.565.2034 f     11/2/06   11/30/16
163
  OTL     3,600     Park City Factory Outlets — Tanger   6699 North Landmark Dr.   Park City   UT     84098       435.655.3912       435.655.3917 f     1/20/06   1/31/16
164
  OTL     3,075     Osage Beach Premium Outlets   4540 Highway 54 Space Q1   Osage Beach   MO     65065       573.348.1883       573.348.4425 f     5/19/06   5/31/16
165
  C     2,531     Hollywood & Highland Center   6801 Hollywood Boulevard, #B3-326B   Hollywood   CA     90028       323.382.0108       323.382.0124 f     6/28/06   4/30/16
166
  C     2,700     Summit Sierra   13985 S Virginia St., #803   Reno   NV     89511       775.853.3330       775.853.3371 f     10/4/06   10/31/16
167
  C     1,803     Del Amo Fashion Center (Soho Lab)   3 Del Amo Fashion Center, #83   Torrance   CA     90503       310.793.2474       310.793.2484 f     9/14/06   1/31/17
168
  C     2,465     Tempe Market Place   2000 E. Rio Salado Parkway, #1074   Tempe   AZ     85281       480.966.2663       480.966.2664 f     8/23/07   8/31/17
169
  C     2,708     Queens Center Mall   90-15 Queens Blvd., #2008   Elmhurst   NY     11373       718.592.4073       718.592.2418 f     7/20/06   1/31/17
170
  C     2,322     Woodbridge Center   2335 Woodbridge Center   Woodbridge   NJ     07095       732.726.0920       732.726.0938 f     8/30/06   1/31/17
172
  OTL     3,515     Atlantic City Outlets   121 N. Arkansas, #316   Atlantic City   NJ     08401       609.344.2850       609.344.2852 f     8/30/07   7/31/17
173
  OTL     3,500     Orlando Premium Outlets International Drive   4967 International Dr., #3A-4.1   Orlando   FL     32819       407.370.2945       407.370.2947 f     8/11/07   8/31/17
174
  C     2,500     Cherry Creek   3000 East First Ave., #134   Denver   CO     80206       303.333.1864       303.333.1871 f     9/28/06   1/31/16
175
  C     2,247     International Plaza   2223 N. West Shore Blvd., #184   Tampa   FL     33607       813.871.5970       813.871.5973 f     10/5/06   1/31/16
176
  C     2,483     Promenade Shops at Dos Lagos   2785 Cabot Drive, #7-145   Corona   CA     92883       951.277.0484       951.277.1255 f     1/18/07   1/31/17

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
177
  C     2,587     Arrowhead Towne Center   7700 West Arrowhead Towne Center, #1061   Phoenix   AZ     85308       623.979.9040       623.979.9626 f     10/11/06   10/31/16
178
  C     2,184     Tyrone Square   6901 22nd Avenue North, #492A   St. Petersburg   FL     33710       727.345.1061       727.345.3630 f     12/7/06   1/31/17
179
  OTL     3,500     Albertville Premium Outlets   6415 Labeaux Ave NE, #B230   Albertville   MN     55301       763.488.1556       763.488.1557 f     9/21/06   9/30/16
180
  C     2,359     Northshore Mall   210 Andover St. #E125   Peabody   MA     01960       978.531.7019       978.531.7046 f     4/24/08   1/31/19
181
  C     1,735     Mall at Rockingham   99 Rockingham Park Blvd., #E-159   Salem   NH     03079       603.893.1697       603.893.2348 f     1/10/2007   1/31/17
182
  C     2,332     Mall of New Hampshire   1500 S. Willow Street, #S-165   Manchester   NH     03103       603.629.9647       603.629.9659 f     11/29/06   1/31/17
183
  C     1,858     Solomon Pond   601 Donald Lynch Blvd., #S-132   Marlborough   MA     01752       508.481.8042       508.481.8627 f     1/17/07   1/31/17
184
  C     2,009     Anaheim Gardenwalk   321 West Katella Ave., #143   Anaheim   CA     92802       714.533.9621       714.533.3779 f     5/29/08   5/31/18
185
  OTL     3,066     Hilton Head Factory Outlet Center   1414 Fording Island Road, #A130   Bluffton   SC     29910       843.837.2344       843.837.2347 f     3/15/07   3/31/12
186
  OTL     3,500     Gonzales Outlet Center   2210 S. Tanger Blvd., #205   Gonzales   LA     70737       225.644.4555       225.644.3248 f     11/20/07   11/30/12
187
  OTL     3,500     Tanger Outlet Center, Washington, PA   2200 Tanger Blvd., #701   Washington   PA     15301       724.228.8823       724.228.8825 f     8/29/08   8/31/13
188
  WHS     7,087     Valley Plaza Shopping Center   1523 West Main Street, Suite A   El Centro   CA     92243       760.353.8873       760.353.5911 f     12/7/06   12/31/16
189
  C     2,499     Freehold Raceway Mall   3710 Route 9, Space #G-220   Freehold   NJ     07728       732.625.1451       732.625.1456 f     2/21/07   12/31/16
190
  OTL     3,000     Chicago Premium Outlets   1650 Premium Outlets Blvd., #207   Aurora   IL     60502       630.236.1118       630.236.1120 f     6/21/07   4/30/17
191
  C     2,500     Meadowlands Xanadu   300 Paterson Plank Road East, #31020, Building C   East Rutherford   NJ     07073       n/a             n/a   n/a
192
  OTL     3,302     Pleasant Prairie Premium Outlet 1   11211 120th Ave., #579   Pleasant Prairie   WI     53158       262.857.9250       262.857.9470 f     3/22/07   3/31/17
193
  C     1,920     Barton Creek Square   2901 Capital of Texas Highway, #N01C   Austin   TX     78746       512.732.1882       512.732.1821 f     8/23/07   1/31/18

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
194
  C     1,909     Pheasant Lane Mall   310 Daniel Webster Highway, #W267A   Nashua   NH     03060       603.891.1031       603.891.1045 f     4/5/07   1/31/18
195
  C     2,412     Edison Mall   4125 Cleveland Ave., #1470B   Fort Myers   FL     33901       239.939.4911       239.939.2533 f     5/24/07   1/31/18
196
  OTL     3,000     Leesburg Corner Premium Outlets   241 Fort Evans Road, NE, #1233   Leesburg   VA     20176       703.779.2650       703.779.8497 f     5/17/07   4/30/17
197
  OTL     3,497     Philadelphia Premium Outlets   18 Lightcap Road, #1071   Pottstown   PA     19464       610.326.9733       610.326.9735 f     11/8/07   11/30/12
198
  OTL     3,500     Tanger Outlet Center Barstow   2796 Tanger Way, #350   Barstow   CA     92311       760.253.3707       760.253.3708 f     12/13/07   12/31/12
199
  C     1,992     Arden Fair   1689 Arden Way, #2042   Sacramento   CA     95815       916.925.0980       916.925.8122 f     5/24/07   5/31/17
200
  C     2,658     Aventura Mall   19575 Biscayne Blvd., #1323   Aventura   FL     33180       305.682.9221       305.682.9224 f     6/28/07   3/31/17
201
  C     2,414     Northgate Mall   401 NE Northgate Way, #533C   Seattle   WA     98125       206.362.2930       206.362.3865 f     10/30/07   1/31/18
202
  C     2,000     The Shops at Mission Viejo   555 The Shops at Mission Viejo, #934B   Mission Viejo   CA     92691       949.365.1256       949.365.0734 f     8/15/07   1/31/18
203
  C     2,132     Plaza Bonita   3030 Bonita Plaza Road, #2276   National City   CA     91950       619.267.8053       619.267.2384 f     7/1/08   1/31/19
204
  C     2,259     South Park Center   500 Southpark Center Drive, #HL68   Strongsville   OH     44136       440.238.6517       440.238.6533 f     5/24/07   1/31/18
206
  C     1,986     Great Northern Mall   4954 Great Northern Mall Blvd., #802   North Olmstead   OH     44070       440.734.3465       440.734.3630 f     8/16/07   1/31/18
208
  OTL     2,750     North Bend Factory Stores   461 South Fork Ave., #421A1   North Bend   WA     98045       425.888.8860       425.888.8863 f     5/24/07   5/31/17
209
  OTL     2,426     Factory Store at Camarillo Outlet   740 E. Ventura Blvd., #512   Camarillo   CA     93010       805.389.7424       805.389.7430 f     6/21/07   6/30/17
210
  C     2,527     Dadeland Mall   7535 Dadeland Mall, #3030   Miami   FL     33156       786.268.1088       786.268.1168 f     8/9/07   1/31/18
211
  C     2,003     Cielo Vista Mall   8401 Gateway Blvd. West, #G04A   El Paso   TX     79925       915.781.7766       915.781.7765 f     5/8/08   1/31/19
212
  WHS     8,998     Hillside Plaza   725 Broadway (Route 1 South)   Saugus   MA     01906       781.231.1000       781.231.1162 f     10/16/07   8/31/17
213
  WHS     6,000     Pacific Town Center   850 W. Hammer Lane   Stockton   CA     95210       209.952.4519       209.952.5861 f     9/22/07   8/31/12

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
215
  C     2,310     Annapolis Mall   2002 Annapolis Mall, #1225   Annapolis   MD     21401       410.573.9229       410.573.9433 f     11/1/07   1/31/18
216
  C     2,707     Altamonte Mall   451 Altamonte Ave., #1341   Altamonte Springs   FL     32701       407.332.7362       407.332.7908 f     5/15/08   1/31/19
217
  C     2,186     Riverchase Galleria   3000 Riverchase Galleria, #286   Hoover   AL     35244       205.560.0695       205.560.0697 f     10/21/07   1/31/08
218
  C     2,164     North Point Mall   1000 North Point Circle, #2032   Alpharetta   GA     30022       770.667.2253       770.667.2071 f     11/15/07   1/31/18
219
  C     2,381     Augusta Mall   3450 Wrightsboro Road, #2510   Augusta   GA     30909       706.736.1070       706.736.1072 f     10/19/07   1/31/18
220
  C     2,080     Meadowood Mall   5420 Meadowood Mall Circle, #C104   Reno   NV     89502       775.828.9400       775.828.9403 f     3/13/08   1/31/18
221
  C     1,997     Chandler Fashion Center   3111 W. Chandler Blvd., #2436   Chandler   AZ     85226       480.963.8600       480.963.8610 f     11/8/07   11/30/17
222
  C     7,800     San Francisco   200 Powell Street   San Francisco   CA     94102       415.986.7044       415.986.7056 f     10/16/08   10/31/18
223
  WHS     7,102     Baldridge Commons   350 N. Dysart Road, Suites 205, 207, 208, & 209   Goodyear   AZ     85338       623.932.2027       623.932.3770 f     4/17/08   1/31/13
224
  OTL     3,196     Houston Premium Outlets   29300 Hempstead Road, #0861   Cypress   TX     77433       281.758.1830       281.758.1639 f     3/27/08   1/31/14
225
  C     2,569     Perimeter Mall   4400 Ashford-Dunwoody Rd., #1035   Atlanta   GA     30346       770.396.4221       770.396.4082 f     4/3/08   1/31/19
226
  C     2,002     The Oaks Mall Florida   6215 Newberry Road, #H6   Gainesville   FL     32605       352.332.2473       352.332.2708 f     9/18/08   1/31/19
227
  C     2,500     Pembroke Lakes Mall   11401 Pines Blvd., #426   Pembroke Pines   FL     33026       954.447.1449       954.447.1491 f     6/13/09   1/31/20
228
  C     2,174     Coastland Center   1900 North Tamiami Trail, #H5   Naples   FL     34102       239.261.3449       239.262.2692 f     6/12/08   1/31/19
229
  C     3,035     The Palmer House Hilton Retail Development   17 East Monroe St., #S-6

SHIPPING ADDRESS:
105 S. State Street
  Chicago   IL     60603       312.346.2302       312.346.2387 f     5/1/08   6/30/23
230
  C     2,623     Westfield Southcenter   816 Southcenter Mall, #1140   Tukwila   WA     98188       206.246.2459       206.246.0662 f     7/25/08   1/31/19
231
  OTL     3,500     Williamsburg Premium Outlets   5555 Richmond Rd., #G140   Williamsburg   VA     23188       757.220.3813       757.220.4824 f     4/17/08   4/30/18
232
  OTL     3,500     Puerto Rico Premium Outlets   1 Premium Outlets Blvd., #520   Barceloneta   PR     00617       787.970.0134       787.970.0136 f     11/14/08   11/30/18

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
233
  OTL     3,542     Hagerstown Premium Outlets   495 Premium Outlets Blvd., #565   Hagerstown   MD     21740       240.420.0050       240.420.0052 f     3/13/09   3/31/19
234
  OTL     3,941     Ellenton Premium Outlets   5173 Factory Shops Blvd., #850   Ellenton   FL     34222       941.722.6700       941.722.6771 f     5/14/10   5/31/20
235
  OTL     3,195     Birch Run Premium Outlets   12240 South Beyer Rd., #V011   Birch Run   MI     48415       989.624.9336       989.624.9526 f     4/10/08   4/30/18
236
  C     2,500     Westgate City Center   9404 W. Westgate Blvd., #C107   Glendale   AZ     85305       623.772.1717       623.772.1919 f     1/18/08   1/31/18
237
  C     2,694     SanTan Village   2174 East Williams Field Road, #538   Gilbert   AZ     85296       480.857.2442       480.857.8227 f     3/27/08   3/31/18
238
  C     2,660     Greenwood Park Mall   1251 U.S. Highway 31 N, #C08C   Greenwood   IN     46142       317.885.9470       317.885.9471 f     4/17/08   1/31/19
239
  C     2,600     The Avenues   10300 Southside Blvd., #1090A   Jacksonville   FL     32256       904.363.2838       904.363.2928 f     5/22/08   1/31/19
241
  C   3028
Ground Floor 1728
Basement 1300
  Union Square   15 Union Square West, #C   New York   NY     10003       212.647.8891       212.647.8893 f     12/6/08   4/30/19
242
  C     2,300     Westfield Galleria at Roseville   1151 Galleria Blvd., #2085   Roseville   CA     95678       916.782.1404       916.782.1462 f     7/11/09   1/31/20
243
  OTL     3,000     Preferred Outlets at Tulare   1549 Retherford St., #C075   Tulare   CA     93274       559.684.7478       559.684.7495 f     11/6/09   1/31/11
247
  OTL     3,040     The Legends at Sparks Marina   1350 Scheels Drive, #138   Sparks   NV     89434       775.358.4082       775.358.7528 f     6/18/09   1/31/20
248
  OTL     3,361     Lighthouse Place Premium Outlets   601 Wabash St., #G030   Michigan City   IN     46360       219.878.0525       219.878.0527 f     8/28/08   1/31/19
249
  OTL     4,000     The Crossings Factory Outlets   1000 Route 611, #D04   Tannersville   PA     18372       570.629.4210       570.629.5017 f     9/25/08   1/31/19
250
  OTL     3,503     Tanger Outlets at The Arches   964 The Arches Circle   Deer Park   NY     11729       631.667.1620       631.667.1470 f     6/18/10   4/30/11
251
  OTL     3,000     Tanger Factory Outlets at Commerce   800 Steven B Tanger Blvd., #1210   Commerce   GA     30529       706.336.8471       706.336.8483 f     4/24/09   4/30/14
252
  OTL     3,727     Tanger Factory Outlets at Myrtle Beach Hwy 501   4633 Factory Stores Blvd., #C170   Myrtle Beach   SC     29579       843.236.8085       843.236.6650 f     9/4/08   9/30/13
254
  OTL     3,500     Tanger Outlet Center — Mebane   4000 Arrowhead Blvd., #240   Mebane   NC     27301       919.304.1671       919.304.1659 f     11/5/10   11/30/15
255
  OTL     3,154     Prime Outlets Jeffersonville   8000 Factory Shops Blvd., #620   Jeffersonville   OH     43128       740.948.2048       740.948.2036 f     9/4/08   9/30/18

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
256
  OTL     3,517     The Outlet Shoppes at Oklahoma City   7642 W. Reno Avenue, #D-405   Oklahoma City   OK     73128       n/a       n/a     n/a   n/a
257
  WHS     6,000     Nellis Plaza   305 N. Nellis Blvd., #105   Las Vegas   NV     89110       702.437.7676       702.437.7141 f     11/28/08   1/31/14
258
  C     2,312     Tucson Mall   4500 N. Oracle Road, #217   Tucson   AZ     85705       520.293.2355       520.293.2257 f     3/20/09   3/31/19
259
  C     2,500     Lincoln Road   730 Lincoln Road   Miami   FL     33139       305.673.9601       305.674.8268 f     8/1/09   3/31/19
260
  C     3,252     Natick Collection   1245 Worcester Street, #4066   Natick   MA     01760       508.651.0569       508.651.4174 f     11/26/08   10/31/18
261
  C     2,227     Park Meadows   8405 Park Meadows Center Dr., #1170
(mail should be sent to #1081)
  Lone Tree   CO     80124       720.873.2800       720.873.2819 f     11/13/08   11/30/18
262
  OTL     3,679     Gaffney Premium Outlets   1 Factory Shops Blvd., #440   Gaffney   SC     29341       864.487.9535       864.487.9537 f     3/13/09   3/31/19
263
  OTL     3,780     Outlet Marketplace   5269 International Dr., #A4-C   Orlando   FL     32819       407.351.2902       407.351.2964 f     2/13/09   2/28/14
264
  OTL     3,000     Tanger Outlets Howell   1475 N. Burkhart Road, #H120   Howell   MI     48855       517.545.5715       517.545.5717 f     3/19/09   3/31/14
265
  OTL     4,500     Waterloo Premium Outlets   655 State Route 318, #A016   Waterloo   NY     13165       315.539.0040       315.539.0357 f     8/5/10   8/31/11
266
  OTL     3,500     Edinburgh Premium Outlets   11741 North Executive Drive, #B85   Edinburgh   IN     46124       812.526.5044       812.526.5147 f     3/27/09   1/31/20
267
  OTL     3,300     Allen Premium Outlets   820 West Stacy Road, #430   Allen   TX     75013       972.678.4020       972.678.4022 f     6/18/10   1/31/21
268
  OTL     3,848     Citadel Outlets   100 Citadel Drive, #426   Commerce   CA     90040       323.832.9884       323.832.9870 f     5/22/09   5/31/19
269
  OTL     2,850     Vacaville Premium Outlets   321 Nut Tree Road, #131H   Vacaville   CA     95687       707.451.3768       707.451.3785 f     5/22/09   1/31/20
274
  OTL     3,265     Cincinnati Premium
Outlets
  619 Premium Outlet Drive   Monroe   OH     45050       513.539.9116       513.539.9126 f     8/6/09   1/31/20
285R
  OTL     4,636     Gurnee Mills   6170 West Grand Avenue, #545   Gurnee   IL     60031       847.855.0597       847.855.0705 f     n/a   n/a
286
  OTL     3,506     The Outlets at Zion   250 North Red Cliffs Drive, #25   St. George   UT     84790       435.673.2160       435.688.2084 f     7/24/09   7/10/11

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
287
  WHS     12,000     Rosedale Highway   5951 Rosedale Highway   Bakersfield   CA     93308       661.325.1683       661.325.0644 f     8/8/09   6/30/11
289
  C     2,301     The Strand at Huntington Beach   180 Fifth St., #110   Huntington Beach   CA     92648       714.969.2101       714.969.2123 f     11/21/09   11/30/19
293
  OTL     2,840     The Outlets at Hershey   116 Outlet Square   Hershey   PA     17033       717.533.8700       717.533.8702 f     2/18/10   2/28/15
294
  C     2,252     Easton Town Center   3992 Gramercy Street, #724   Columbus   OH     43219       614.470.6889       614.470.6895 f     3/12/10   1/31/21
295
  C     2,497     Westfield Valencia Town Center   24201 West Valencia Blvd., #1050   Valencia   CA     91355       661.284.6137       661.284.7752 f     3/3/10   3/31/20
298
  WHS     10,000     Center City   301 Main Street, #124 — 132   Paterson   NJ     07505       973.278.1021       973.278.1404 f     1/7/10   1/31/11
302
  C     2,943     Lenox Square   3393 Peachtree Rd, #4046E   Atlanta   GA     30326       404.816.1901       404.816.1934 f     5/13/10   5/31/20
303
  C     1,926     SouthPark Mall   4400 Sharon Rd., #G40   Charlotte   NC     28211       704.364.2177       704.364.2261 f     5/6/10   5/31/20
304
  C     1,088     Orlando International Airport   9331 E. Airport Blvd.   Orlando   FL     32827       407.825.3208       407.825.3231 f     5/6/10   9/30/12
305
  WHS     8,900     Route 22   115 Route 22 East   Springfield   NJ     07081       973.376.1791       973.376.1793 f     2/19/10   2/28/16
306
  SHP     1,739     Santa Monica Place   395 Santa Monica Place, #210   Santa Monica   CA     90401       310.451.5327       310.451.5328 f     8/6/10   8/1/15
307
  OTL     3,550     Johnson Creek Premium Outlets   575 W. Linmar Lane, #B-160   Johnson Creek   WI     53038       920.699.3561       920.699.3581 f     3/25/10   3/31/11
308
  OTL     4,033     Aurora Farms Premium Outlets   549 South Chillicothe Road, #260   Aurora   OH     44202       330.562.0791       330.562.0796 f     3/18/10   3/31/11
309
  OTL     6,765     Bergen Town Center   2701 Bergen Town Center, #8   Paramus   NJ     07652       201.843.4595       201.843.4379 f     5/28/10   5/31/15
310
  C     2,232     Palisades Center   1000 Palisades Center Drive, #B115   West Nyack   NY     10994       845.353.7393       845.353.7396 f     6/24/10   6/23/20
311
  C     1,951     Promenade Temecula   40820 Winchester Rd., #2255   Temecula   CA     92591       951.296.1284       951.296.3326 f     7/14/10   7/31/20
312
  C     1,940     Galleria at Sunset   1300 W. Sunset Rd., #1261   Henderson   NV     89014       702.436.2208       702.436.2217 f     7/8/10   7/31/20

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
315
  WHS     8,741     Gateway Center at Bronx Terminal Market   651 River Avenue, #Retail D   Bronx   NY     10451       718.585.3024       718.585.3034 f     9/24/10   9/30/20
316
  SHP     1,934     Skechers Shape Ups Store   590 5th Avenue   New York   NY     10036       212.966.9303       212.966.9305 f     5/20/10   5/31/11
317
  C     2,756     Rivercenter   849 E. Commerce, #297   San Antonio   TX     78205       210.226.2300       210.226.2304 f     8/6/10   8/31/20
318
  C     2,553     Walden Center   One Walden Galleria, Space #D-118   Buffalo   NY     14225       716.684.0074       716.684.0769 f     8/6/10   8/5/20
322
  SHP     1,899     Hollywood & Orange   6933 Hollywood Blvd.   Hollywood   CA     90028       323.460.6690       323.460.4761 f     12/23/10   11/30/11
323
  OTL     3,009     Lake Elsinore Outlets   17600 Collier Avenue, #154B   Lake Elsinore   CA     92530       951.245.2113       951.245.2188 f     5/27/10   5/31/12
324
  OTL     3,391     Outlets at Castle Rock   5050 Factory Shops Blvd., #680   Castle Rock   CO     80108       303.814.9500       303.814.9509 f     9/9/10   9/30/20
325
  C     2,983     Miracle Mile Shops   3663 Las Vegas Blvd., South, #H-101   Las Vegas   NV     89109       702.207.2360       702.207.2362 f     11/20/10   11/30/20
326
  OTL     3,000     The Shops of Grand River   6200 Grand River Blvd., E., #710
(use Space #512 for mailing)
  Leeds   AL     35094       205.699.6995       205.699.6998 f     10/28/10   10/31/15
328
  C     2,650     Antelope Valley Mall   1233 West Rancho Vista Blvd., #921   Palmdale   CA     93551       661.266.7936       661.266.1213 f     12/3/10   12/31/20
329
  C     2,452     Westfield Trumbull   5065 Main St., #231   Trumbull   CT     06611       203.372.0055       203.372.0057 f     12/9/10   1/31/21
330
  WHS     6,907     Taylorsville   5443 South Redwood Road   Taylorsville   UT     84101       801.261.5907       801.261.5912 f     9/2/10   9/30/16
331
  C     2,571     Scottsdale Fashion Square   7014 East Camelback Road, #2109   Scottsdale   AZ     85251       480.949.2810       480.949.2825 f     3/6/11   1/31/21
332
  WHS     24,000     Flamingo Road   1495 East Flamingo Road   Las Vegas   NV     89119       702.836.2070       702.836.2072 f     12/17/10   11/30/15
333
  WHS     5,188     Riverside   3880 Chicago Avenue   Riverside   CA     92507       951.784.5933       951.784.5915 f     11/19/10   11/30/13
335
  WHS     9,798     Moreno Valley   29800 Eucalyptus Ave.   Moreno Valley   CA     92555       n/a       n/a     n/a   n/a
339
  SHP     1,259     Fashion Valley Mall   7007 Friars Road, #228   San Diego   CA     92108       n/a       n/a     n/a   n/a

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
340
  OTL     3,358     Miromar Outlets   10801 Corkscrew Rd., #404   Estero   FL     33928       239.495.5300       239.495.5083 f     2/4/11   1/31/21
341
  C     2,414     Victoria Gardens   12541 North Main St., #3810   Rancho Cucamonga   CA     91739       909.899.0484       909.899.8068 f     3/12/11   3/31/21
342
  C     2,700     Westfield Southlake   2162 Southlake Mall, #536   Merrillville   IN     46410       219.769.2567       219.769.2519 f     n/a   n/a
343
  SHP     1,662     Westfield Old Orchard   4999 Old Orchard Center, #E-26   Skokie   IL     60077       n/a       n/a     n/a   n/a
344
  SHP     2,585     The Forum Shops at Caesars   3500 Las Vegas Blvd., #L21A   Las Vegas   NV     89109       702.433.0560       702.433.0562 f     4/12/11   3/31/21
345
  OTL     3,397     Paragon Outlets Grand Prairie   Space 845   Grand Prairie   TX             n/a       n/a     n/a   n/a
346
  OTL     3,500     Paragon Outlets Livermore Valley   Space 530   Livermore Valley   CA             n/a       n/a     n/a   n/a
348
  C     2,447     Westfield Valley Fair   2855 Stevens Creek Blvd., #A071   Santa Clara   CA     95050       408.557.0438       408.557.8463 f     3/17/11   3/31/21
351
  C     2,350     Beachwood Place   26300 Cedar Road, #1115   Beachwood   OH     44122       216.292.5767       216.292.5780 f     4/22/11   4/30/21
352
  C     2,511     Kenwood Towne Centre   7875 Montgomery Road, #2327   Cincinnati   OH     45263       n/a       n/a     n/a   n/a
353
  C     2,800     Florence Mall   2028 Florence Mall, #1128   Florence   KY     41042       n/a       n/a     n/a   n/a
354
  C     2,626     Willowbrook Mall   1400 Willowbrook Mall, #1475   Wayne   NJ     07470       973.837.9220       973.837.9222 f     n/a   n/a
355
  C     2,381     Staten Island Mall   2655 Richmond Ave., #1565   Staten Island   NY     10314       718.761.3178       718.761.3280 f     n/a   n/a
356
  C     2,700     Mall St. Matthews   5000 Shelbyville Road, #1315   Louisville   KY     40207       n/a       n/a     n/a   n/a
357
  WHS     5,624     Hawaiian Gardens   12157 Carson Street   Hawaiian Gardens   CA     90716       n/a       n/a     n/a   n/a
358
  WHS     8,102     Westminster   15251 Beach Blvd.   Westminster   CA     92683       n/a       n/a     n/a   n/a
359
  OTL     3,135     Tanger Outlets Blowing Rock   278 Shoppes on the Parkway Rd., #62   Blowing Rock   NC     28605       828.295.9100       828.295.9050 f     n/a   n/a

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
360
  OTL     3,595     Lebanon Premium Outlets   273 Outlet Village Blvd.   Lebanon   TN     37090       615.449.9705       615.449.9707 f     n/a   n/a
361
  OTL     3,000     Florida Keys Outlet Center   250 E. Palm Dr., #160   Florida City   FL     33034       305.247.0007       305.247.0030 f     n/a   n/a
362
  OTL     3,060     Calhoun Premium Outlets   Space #A004   Calhoun   GA             n/a       n/a     n/a   n/a
363
  OTL     3,192     Merrimack Premium Outlets   Space #747   Merrimack   NH             n/a       n/a     n/a   n/a
364
  OTL     3,000     The Outlet Shoppes at Oshkosh   3001 S. Washburn St., #E70   Oshkosh   WI     54904       n/a       n/a     n/a   n/a
366
  OTL     4,000     Tanger Outlets Williamsburg   119 Tanger Drive   Williamsburg   IA     52361       n/a       n/a     n/a   n/a
367
  C     2,500     Crossgates Mall   1 Crossgates Mall Road, #B205   Albany   NY     12203       n/a       n/a     n/a   n/a
368
  OTL     3,500     Fashion Outlets of Chicago   Space #1160   Rosemont   IL             n/a       n/a     n/a   n/a
369
  OTL     6,075     Plaza Mexico   11215 Long Beach Blvd.
Building B-5 Suite 1008 / 1009
  Lynwood   CA     90262       n/a       n/a     n/a   n/a
370
  WHS     7,500     Modesto   Space #32   Modesto   CA             n/a       n/a     n/a   n/a
371
  WHS     7,215     Cottonwood Heights   6927 Park Centre Drive   Salt Lake City   UT     84121       n/a       n/a     n/a   n/a
372
  WHS     10,000     Natomas Marketplace   3581 Truxel Road   Sacramento   CA     95834       n/a       n/a     n/a   n/a
373
  WHS     7,899     Sugarhouse   675 East 2100 South   Salt Lake City   UT     84106       n/a       n/a     n/a   n/a
374
  WHS     7,803     Marshalls Plaza   711 2nd Street   San Bernadino   CA     92410       n/a       n/a     n/a   n/a
375
  C     2,518     Mayfair Mall   2500 N. Mayfair Road, #610A   Wauwatosa   WI     53226       n/a       n/a     n/a   n/a
376
  OTL     3,000     Tanger Outlets Tuscola   D1200 Tuscola Blvd.   Tuscola   IL     61953       n/a       n/a     n/a   n/a
377
  WHS     14,016     Orangefair Marketplace   1304 S. Harbor Blvd.   Fullerton   CA     92832       n/a       n/a     n/a   n/a

 


 

                                                             
STORE   STORE                                        
NO.   TYPE   SQ.FT.   LOCATION NAME   ADDRESS   CITY   STATE   ZIP   PHONE   FAX   OPEN DATE   EXP. DATE
378
  WHS     8,581     Campbell Fair Plaza   3175 N. Campbell Ave.   Tucson   AZ     85719       n/a       n/a     n/a   n/a
379
  WHS     8,690     Burbank Station       Burbank   IL             n/a       n/a     n/a   n/a
380
  WHS     9,520     Palm Plaza Shopping Center       Miami   FL             n/a       n/a     n/a   n/a

 


 

Schedule M-1
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.   Amendment No. 1 to 2008 Employee Stock Purchase Plan of Skechers U.S.A. Inc.
 
10.   Indemnification Agreement dated June 7, 1999 between Skechers U.S.A., Inc. and its directors and executive officers.
 
11.   Registration Rights Agreement dated June 9, 1999, between Skechers U.S.A., Inc., the Greenberg Family Trust and Michael Greenberg.
 
12.   Tax Indemnification Agreement dated June 8, 1999, between Skechers U.S.A., Inc. and certain shareholders.
 
13.   Lease Agreement, dated November 21, 1997, between Skechers U.S.A., Inc. and The Prudential Insurance Company of America, regarding 1661 South Vintage Avenue, Ontario, California.
 
14.   First Amendment to Lease Agreement, dated April 26, 2002, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 1661 South Vintage Avenue, Ontario, California.
 
15.   Second Amendment to Lease Agreement, dated December 10, 2007, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 1661 South Vintage Avenue, Ontario, California.

 


 

16.   Third Amendment to Lease Agreement, dated January 29, 2009, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 1661 South Vintage Avenue, Ontario, California.
 
17.   Fourth Amendment to Lease Agreement, dated September 23, 2009, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 1661 South Vintage Avenue, Ontario, California.
 
18.   Fifth Amendment to Lease Agreement, dated June 3, 2010, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 1661 South Vintage Avenue, Ontario, California.
 
19.   Lease Agreement, dated November 21, 1997, between Skechers U.S.A., Inc. and The Prudential Insurance Company of America, regarding 1777 South Vintage Avenue, Ontario, California.
 
20.   First Amendment to Lease Agreement, dated April 26, 2002, between Skechers U.S.A., Inc. and Cabot Industrial Properties, L.P., regarding 1777 South Vintage Avenue, Ontario, California.
 
21.   Second Amendment to Lease Agreement, dated May 14, 2002, between Skechers U.S.A., Inc. and Cabot Industrial Properties, L.P., regarding 1777 South Vintage Avenue, Ontario, California.
 
22.   Third Amendment to Lease Agreement, dated May 7, 2007, between Skechers U.S.A., Inc. and CLP Industrial Properties, LLC, regarding 1777 South Vintage Avenue, Ontario, California.
 
23.   Fourth Amendment to Lease Agreement, dated November 10, 2007, between Skechers U.S.A., Inc. and CLP Industrial Properties, LLC, regarding 1777 South Vintage Avenue, Ontario, California.
 
24.   Fifth Amendment to Lease Agreement, dated November 20, 2008, between Skechers U.S.A., Inc. and CLP Industrial Properties, LLC, regarding 1777 South Vintage Avenue, Ontario, California.
 
25.   Sixth Amendment to Lease Agreement, dated October 26, 2009, between Skechers U.S.A., Inc. and CLP Industrial Properties, LLC, regarding 1777 South Vintage Avenue, Ontario, California.
 
26.   Lease Agreement, dated April 10, 2001, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 4100 East Mission Boulevard, Ontario, California.
 
27.   First Amendment to Lease Agreement, dated October 22, 2003, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 4100 East Mission Boulevard, Ontario, California.
 
28.   Second Amendment to Lease Agreement, dated April 21, 2006, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 4100 East Mission Boulevard, Ontario, California.

 


 

29.   Third Amendment to Lease Agreement, dated September 29, 2010, between Skechers U.S.A., Inc. and ProLogis California I LLC, regarding 4100 East Mission Boulevard, Ontario, California.
 
30.   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.
 
31.   Lease Agreement dated September 25, 2007 between Skechers U.S.A., Inc. and HF Logistics I, LLC, regarding distribution facility in Rancho Belago, California.
 
32.   First Amendment to Lease Agreement, dated December 18, 2009, between Skechers U.S.A., Inc. and HF Logistics I, LLC, regarding distribution facility in Rancho Belago, California.
 
33.   Second Amendment to Lease Agreement, dated April 12, 2010, between Skechers U.S.A., Inc. and HF Logistics I, LLC, regarding distribution facility in Rancho Belago, California.
 
34.   Assignment of Lease Agreement, dated April 12, 2010, between HF Logistics I, LLC and HF Logistics-SKX T1, LLC, regarding distribution facility in Rancho Belago, California.
 
35.   Third Amendment to Lease Agreement, dated August 18, 2010, between Skechers U.S.A., Inc. and HF Logistics-SKX T1, LLC, regarding distribution facility in Rancho Belago, California. 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.
 
36.   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.
 
37.   Lease Agreement dated May 9, 2007 between Skechers U.S.A., Inc. and ASB Blatteis Powell Street, LLC, regarding 200 Powell Street, San Francisco, California.
 
38.   First Amendment to Lease Agreement, dated December 28, 2007, between Skechers U.S.A., Inc. and ASB Blatteis Powell Street, LLC, regarding 200 Powell Street, San Francisco, California.
 
39.   Second Amendment to Lease Agreement, dated August 4, 2008, between Skechers U.S.A., Inc. and ASB Blatteis Powell Street, LLC, regarding 200 Powell Street, San Francisco, California.
 
40.   Lease Agreement dated August 13, 2007 between Skechers U.S.A., Inc. and Thor Palmer House Retail LLC regarding 17 East Monroe Street, Chicago, Illinois.
 
41.   Lease Agreement dated June 30, 2005 between Skechers U.S.A., Inc. and KLCH Associates regarding 140 West 34th Street, New York, New York.

 


 

42.   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 153 Regent Crescent, London, United Kingdom.
 
43.   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 153 Regent Crescent, London, United Kingdom.
 
44.   Purchase Order dated June 23, 2009 from Skechers U.S.A., Inc. to WEI West, Inc. for approximately $85 million regarding material handling system and engineering services for new distribution center, of which approximately $31.7 million in payables remains outstanding.
 
45.   Trademark License Agreement dated April 7, 2003 between Ecko.Complex, LLC dba Ecko Unltd., Skechers U.S.A., Inc. II and Skechers International II.
 
46.   First Amendment to Trademark License Agreement dated January 1, 2004 between Ecko.Complex, LLC dba Ecko Unltd., Skechers U.S.A., Inc. II and Skechers International II.
 
47.   Second Amendment to Trademark License Agreement dated February 15, 2006 between Ecko.Complex, LLC dba Ecko Unltd., Skechers U.S.A., Inc. II and Skechers International II.
 
48.   Amendment to Trademark License Agreement dated January 1, 2007 between Ecko.Complex, LLC dba Ecko Unltd., Skechers U.S.A., Inc. II and Skechers International II.
 
49.   Third Amendment to Trademark License Agreement dated February __, 2007 between Ecko.Complex, LLC dba Ecko Unltd., Skechers U.S.A., Inc. II and Skechers International II.
 
50.   Fourth Amendment to Trademark License Agreement dated March 1, 2007 between Ecko.Complex, LLC dba Ecko Unltd., Skechers U.S.A., Inc. II and Skechers International II.
 
51.   License Agreement dated December 5, 2005 between Zoo York, LLC, Skechers U.S.A., Inc. II and Skechers S.a.r.l.
 
52.   First Amendment to License Agreement dated February 15, 2006 between Zoo York, LLC, Skechers U.S.A., Inc. II and Skechers S.a.r.l.
 
53.   Second Amendment to License Agreement dated March 1, 2007 between Zoo York, LLC, Skechers U.S.A., Inc. II, Skechers International II and Skechers S.a.r.l.
 
54.   Amendment to License Agreements dated March 6, 2008 between Ecko.Complex, LLC dba Ecko Unltd., Zoo York, LLC, Skechers U.S.A., Inc. II, Skechers International II and Skechers S.a.r.l.

 


 

55.   Buying Agency Agreement dated June 1, 2006 between Skechers U.S.A., Inc. II and Skechers Holdings Jersey Limited.
 
56.   Cost Sharing Agreement dated July 1, 2001 between Skechers U.S.A., Inc., Skechers U.S.A., Inc. II and Skechers International II.
 
57.   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.
 
58.   Skechers International II Partnership Agreement dated June 29, 2001 by Skechers U.S.A., Inc.
 
59.   Credit Agreement dated June 30, 2009, by and among Skechers U.S.A., Inc., certain of its subsidiaries that are also borrowers thereunder, and certain lenders including Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as co-lead arranger and administrative agent, Bank of America, N.A., as syndication agent, and Banc of America Securities LLC, as the other co-lead arranger .
 
60.   Amendment Number One to Credit Agreement dated November 5, 2009, by and among Skechers U.S.A., Inc., certain of its subsidiaries that are also borrowers under the Agreement, and certain lenders including Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as co-lead arranger and administrative agent, Bank of America, N.A., as syndication agent, and Banc of America Securities LLC, as the other co-lead arranger.
 
61.   Amendment Number Two to Credit Agreement dated March 4, 2010, by and among Skechers U.S.A., Inc., certain of its subsidiaries that are also borrowers under the Agreement, and certain lenders including Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as co-lead arranger and administrative agent, Bank of America, N.A., as syndication agent, and Banc of America Securities LLC, as the other co-lead arranger.
 
62.   Amended and Restated Limited Liability Company Agreement dated April 12, 2010 between Skechers R.B., LLC, a Delaware limited liability company and wholly owned subsidiary of Skechers U.S.A., Inc., and HF Logistics I, LLC, regarding the ownership and management of the joint venture, HF Logistics-SKX, LLC, a Delaware limited liability company.
 
63.   Construction Agreement dated April 23, 2010 between HF Logistics-SKX T1, LLC, which is a wholly owned subsidiary of a joint venture entered into between HF Logistics I, LLC and a wholly owned subsidiary of Skechers U.S.A., Inc., and J. D. Diffenbaugh, Inc. regarding 29800 Eucalyptus Avenue, Rancho Belago, California.
 
64.   Construction Loan Agreement dated as of April 30, 2010, by and among HF Logistics-SKX T1, LLC, which is a wholly owned subsidiary of a joint venture entered into between HF Logistics I, LLC and a wholly owned subsidiary of Skechers U.S.A., Inc., Bank of America, N.A., as administrative agent and as a lender, and Raymond James Bank FSB, as a lender.

 


 

65.   Master Loan and Security Agreement, dated December 29, 2010, by and between Skechers U.S.A., Inc. and Banc of America Leasing & Capital, LLC.
 
66.   Equipment Security Note, dated December 29, 2010, by and among Skechers U.S.A., Inc., Banc of America Leasing & Capital, LLC, and Bank of Utah, as agent.

 


 

Schedule 4.1(c)
Capitalization of Parent’s Subsidiaries
                                 
                            Percentage of Outstanding
    Authorized Shares   Authorized Shares   Number of Outstanding   Shares Owned directly or
Name of Entity   of Common Stock   of Preferred Stock   Shares Owned by Parent   indirectly by 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
    Authorized Shares   Authorized Shares   Number of Outstanding   Shares Owned directly or
Name of Entity   of Common Stock   of Preferred Stock   Shares Owned by Parent   indirectly by Parent
Skechers Sport, LLC
                            100 %(15)
Duncan Investments, LLC
                            100 %(15)
Yale Investments, LLC
                            100 %(15)
Sepulveda Blvd. Properties, LLC
                            100 %(15)
SKX Illinois, LLC
                            100 %(15)
Skechers Guangzhou Co., Ltd.
                            50 %(11)
Skechers R.B., LLC
                            100 %(15)
HF Logistics-SKX, LLC
                            50 %(16)
HF Logistics-SKX T1, LLC
                            100 %(17)
HF Logistics-SKX T2, LLC
                            100 %(17)
Skechers USA Portugal Unipessoal Limitada
                            100 %(1)
Skechers Macau Limited
                            35.6 %(18)
Fujian KaiXiang Trade Co., Ltd.
                            50 %(19)
 
(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.
 
(16)   No shares issued. Percentage represents membership interest in limited liability company owned by Skechers R.B., LLC.
 
(17)   No shares issued. Percentage represents membership interest in limited liability company owned by HF Logistics-SKX, LLC.
 
(18)   96% owned by Skechers Hong Kong Limited and 4% owned by Skechers Southeast Asia Limited.
 
(19)   100% owned by Skechers Guangzhou Co., Ltd.

 


 

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 Global Brands, Inc.
  Delaware
Skechers USA Canada Inc.
  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
  Mauritius
Skechers China Business 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
Duncan Investments, LLC
  California
Yale Investments, LLC
  Delaware
Sepulveda Blvd. Properties, LLC
  California
SKX ILLINOIS, LLC
  Illinois
Skechers Guangzhou Co. Ltd.
  China
Skechers R.B., LLC
  Delaware
HF Logistics-SKX, LLC
  Delaware
HF Logistics-SKX T1, LLC
  Delaware
HF Logistics-SKX T2, LLC
  Delaware
Skechers USA Portugal Unipessoal Limitada
  Portugal
Skechers Macau Limited
  Macau
Fujian KaiXiang Trade Co., Ltd.
  China

 


 

Schedule 4.6(b)
         
    Chief Executive Offices    
Name of Entity   Address   City, State, Zip Code, Country
Skechers U.S.A., Inc.
  228 Manhattan Beach Blvd.   Manhattan Beach, CA 90266, USA
Skechers U.S.A., Inc. II
  228 Manhattan Beach Blvd.   Manhattan Beach, CA 90266, USA
Skechers By Mail, Inc.
  228 Manhattan Beach Blvd.   Manhattan Beach, CA 90266, USA
310 Global Brands, Inc.
  225 S. Sepulveda Blvd.   Manhattan Beach, CA 90266, USA
Skechers USA Canada Inc.
  2425 Matheson Boulevard East # 120   Mississauga ON L4W 5K4, Canada
Skechers USA Ltd.
  Katherine House Darkes Lane,   Hertfordshire EN6 2JD, United Kingdom
 
  9/11 Wyllyotts Place, Potters Bar    
Skechers USA Iberia, S.L.
  C/ Serrano 40, 1 — izda, 1st Floor   28001 Madrid, Spain
Skechers USA Deutschland GmbH
  Waldstrasse 74   63128 Dietzenbach, Germany
Skechers USA France SAS
  20 rue des Capucines   75002 Paris, France
Skechers EDC SPRL
  Parc Industriel Hauts-Sarts, zone 3   4041 Milmort, Belgium
 
  Avenue du parc industriel 159    
Skechers USA Benelux B.V
  Cartographenweg 16   5141 MT Waalwijk, Holland, The Netherlands
Skechers USA Italia S.r.l
  Via Alberto Dominutti, 6   37135 Verona, Italy
Skechers S.a.r.l.
  Rue de la Mercerie 12, 7th Floor   CH-1003 Lausanne, Switzerland
Skechers Holdings Jersey Limited
  Templar House, Don Road   St. Helier, Channel Islands JE1 2TR, Jersey
Skechers International
  Templar House, Don Road   St. Helier, Channel Islands JE1 2TR, Jersey
Skechers International II
  Templar House, Don Road   St. Helier, Channel Islands JE1 2TR, Jersey
Skechers Do Brasil Calcados LTDA
  Rua Haddock Lobo,1307, 17th Floor, Cj-171   Cerqueira Cesar, Sao Paulo, 01414-003, Brazil
Comercializadora Skechers Chile Limitada
  Avenue Kennedy 5118   Tercer Piso, Vitacura, Santiago, Chile
Skechers Footwear (Dongguan) Co., Ltd.
  Building S Development Zone of Chi-Ling Hou   Dongguan City, Guangdong Province, 523940, PRC
Skechers Japan YK
  7-4 Nishi Shimbashi, 2-Chome, Minat   Tokyo, Japan
Skechers USA Mauritius 10
  4th Floor, IBL House, Caudan   Port Louis, Mauritius
Skechers USA Mauritius 90
  4th Floor, IBL House, Caudan   Port Louis, Mauritius
Skechers China Business Trust
  Templar House, Don Road   St. Helier, Channel Islands JE1 2TR, Jersey
Skechers Holdings Mauritius
  4th Floor, IBL House, Caudan   Port Louis, Mauritius
Skechers Trading (Shanghai) Co. Ltd.
  Red House 3/F, No. 35 South Shanxi Road   Luwan District, Shanghai, China
Skechers China Limited
  Red House 3/F, No. 35 South Shanxi Road   Luwan District, Shanghai, China
Skechers Hong Kong Limited
  Block C, 10/F, Roxy Industrial Centre, 58-66 Tai Lin Pai Road   Kwai Chung, Hong Kong
Skechers Southeast Asia Limited
  Block C, 10/F, Roxy Industrial Centre, 58-66 Tai Lin Pai Road   Kwai Chung, Hong Kong
Skechers Malaysia Sdn. Bhd.
  Suite B-14-1 & @ Wisma Panta, Plaza Pantai,   59200 Kuala Lumpur, Malaysia
 
  No. 5 Jalan 4/83A Off Jalan Pantai Bahru    
Skechers Singapore Pte. Limited
  45 Ubi Road 1 #03-03/04, Summit Building   Singapore 408696
Skechers (Thailand) Limited
  1 Silom Road, Level 8 Zuellig House   Bangkok 10500, Thailand
Skechers Collection, LLC
  228 Manhattan Beach Blvd.   Manhattan Beach, CA 90266, USA
Skechers Sport, LLC
  228 Manhattan Beach Blvd.   Manhattan Beach, CA 90266, USA
Duncan Investments, LLC
  228 Manhattan Beach Blvd.   Manhattan Beach, CA 90266, USA
Yale Investments, LLC
  228 Manhattan Beach Blvd.   Manhattan Beach, CA 90266, USA
Sepulveda Blvd. Properties, LLC
  228 Manhattan Beach Blvd.   Manhattan Beach, CA 90266, USA
SKX Illinois, LLC
  228 Manhattan Beach Blvd.   Manhattan Beach, CA 90266, USA
Skechers Guangzhou Co. Ltd.
  3/F, Guangdong Foreign Trade Plaza, 66 Jian Ji Road   Haizhu District, Guangzhou, China
Skechers R.B., LLC
  228 Manhattan Beach Blvd.   Manhattan Beach, CA 90266, USA
HF Logistics-SKX, LLC
  29800 Eucalyptus Avenue   Rancho Belago, CA 92555, USA
HF Logistics-SKX T1, LLC
  29800 Eucalyptus Avenue   Rancho Belago, CA 92555, USA
HF Logistics-SKX T2, LLC
  29800 Eucalyptus Avenue   Rancho Belago, CA 92555, USA
Skechers USA Portugal Unipessoal Limitada
  Complexo Nassica — Loja 125, Avenida Fornte Cova, 400   4485-595 Modivas — Vila do Conde, Portugal
Skechers Macau Limited
  Estrada da Baia de. N. Senhora da Esperanca, Shop 2216, The Venetian Macao Resort Hotel Level 3   Grand Canal Shoppes, Taipa, em Macau
Fujian KaiXiang Trade Co., Ltd.
  Fuqiaoxiazhou Luenthai Factory, Second Floor   Fujian Quanzhou City, Licheng District, China

 


 

Schedule 4.6(c)
Tax & Organizational ID Numbers
         
        Organizational ID
Name of Entity   Federal Tax ID Number   Number
Skechers U.S.A., Inc.
  95-4376145   2902395 (DL)
Skechers U.S.A., Inc. II
  95-4747242   3056393 (DL)
Skechers By Mail, Inc.
  95-4701399   2934535 (DL)
310 Global Brands, Inc.
  43-2009441   3636174 (DL)
Skechers USA Canada Inc.
  none   none
Skechers USA Ltd.
  98-0347474   none
Skechers USA Iberia, S.L.
  98-0372248   none
Skechers USA Deutschland GmbH
  98-0346701   none
Skechers USA France SAS
  98-0346857   none
Skechers EDC SPRL
  98-0385255   none
Skechers USA Benelux B.V
  98-0392991   none
Skechers USA Italia S.r.l
  47-0914957   none
Skechers S.a.r.l.
  98-0349046   none
Skechers Holdings Jersey Limited
  none   none
Skechers International
  98-0357124   none
Skechers International II
  none   none
Skechers Do Brasil Calcados LTDA
  98-0518943   none
Comercializadora Skechers Chile Limitada
  98-0620147   none
Skechers Footwear (Dongguan) Co., Ltd.
  98-0495337   none
Skechers Japan YK
  98-0499824   none
Skechers USA Mauritius 10
  none   none
Skechers USA Mauritius 90
  98-0492180   none
Skechers China Business Trust
  98-6058967   none
Skechers Holdings Mauritius
  98-0492179   none
Skechers Trading (Shanghai) Co. Ltd.
  98-0551967   none
Skechers China Limited
  98-0620149   none
Skechers Hong Kong Limited
  98-0620152   none
Skechers Southeast Asia Limited
  98-0620150   none
Skechers Malaysia Sdn. Bhd.
  98-0528395   none
Skechers Singapore Pte. Limited
  98-0518944   none
Skechers (Thailand) Limited
  98-0520045   none
Skechers Collection, LLC
  none   200001310034 (CA)
Skechers Sport, LLC
  none   200001310032 (CA)
Duncan Investments, LLC
  95-4846458   200103210004 (CA)
Yale Investments, LLC
  95-4833459   3312951 (DL)
Sepulveda Blvd. Properties, LLC
  26-2370011   200809810243 (CA)
SKX Illinois, LLC
  27-0375751   03130428 (IL)
Skechers Guangzhou Co. Ltd.
  98-0651276   none
Skechers R.B., LLC
  27-1986857   4778094 (DL)
HF Logistics-SKX, LLC
  27-1805862   4783440 (DL)
HF Logistics-SKX T1, LLC
  27-1865350   4786545 (DL)
HF Logistics-SKX T2, LLC
  27-1865415   4786550 (DL)
Skechers USA Portugal Unipessoal Limitada
  98-0659967   none
Skechers Macau Limited
  98-0654595   35197
Fujian KaiXiang Trade Co., Ltd.
  none   none

 


 

Schedule 4.6(d)
Commercial Tort Claims1
1. Skechers U.S.A., Inc. and Skechers U.S.A., Inc. II (collectively, the “Borrower”) v. Aetrex Worldwide (together with any affiliates, collectively, “Aetrex”) (Case No. 03831, United States District Court for the Central District of California (Los Angeles) (the “Case”)).
Nature of Action: Any and all claims arising in tort which Borrower may have as of the date of this Agreement (whether or not asserted) against Aetrex, including, without limitation, any such claim which Borrower may assert against Aetrex subsequent to such date (collectively, “Claims”), including, without limitation, any Claim of infringement by Aetrex of US Design Patent No. D532,962 and/or infringement of Borrower’s trademark or trade dress rights in the Bikers-Sightsee Shoe Style and any other Claims described in the complaint for the Case, or any subsequent complaints related to any Claims.
2. Skechers U.S.A., Inc. and Skechers U.S.A., Inc. II (collectively, the “Borrower”) v. Sears Holdings Corporation and the other defendants named in the Sears Case (as hereinafter defined) (“Sears”) (Case No. CV11 01893, United States District Court for the Central District of California (Los Angeles) (the “Sears Case”)).
Nature of Action: Any and all claims arising in tort which Borrower may have as of the date of the Third Amendment Date (whether or not asserted) against Sears, including, without limitation, any such claim which Borrower may assert against Sears subsequent to such date (collectively, the “Sears Claims”), including, without limitation, any Sears Claim of infringement by Sears of (a) US Patent No. D623,838, US Patent No. D591,493, and/or US Patent No. D587,890, and/or (b) infringement of Borrower’s trademark or trade dress rights in the Skechers Design (Parallel Stripes), Shape-Ups Trade Dress, U.S. Trademark Registration No. 3,651,084, U.S. Trademark Registration No. 3,651,085, U.S. Trademark Registration No. 3,456,974, and/or Z Strap Trade Dress, and/or (c) any other Sears Claims described in the complaint for the Sears Case, or any subsequent complaints related to any Sears Claims.
 
1   Inclusion of a claim in this Schedule does not in any manner constitute an admission of any fact, liability, defense or any limitation on or theory of damages.

 


 

Schedule 4.13
Skechers’ Intellectual Property
Worldwide Trademark, Copyright
and Patent Status Report
As of March 31, 2011

 


 

Skechers’ Intellectual Property
Worldwide Trademark, Copyright
and Patent Status Report
As of March 31, 2011
Table of Contents
1. ACTIVE TONES
2. AIRATORS
3. BELLA BALLERINA
4. CALI BEAR
5. CALI BITS
6. CALI GEAR
7. Design (Bear Design) (IMAGE)
8. ELASTIKA
9. FIRM-UPS
10. HOT-LIGHTS
11. HYDEE AND THE HY TOPS
12. HYDEE HY-TOP
13. IT’S THE S
14. JOIN THE RESISTANCE
15. KEWL BREEZE
16. LUMINATORS
17. MARK NASON
18. MICHELLE K
19. OTHER MARKS
20. PUBLIC ROYALTY (IMAGE)
21. PUBLIC ROYALTY (Design)
22. PUNKROSE
23. RESISTANCE RUNNERS
24. RESISTANCE (Variation of marks with SKECHERS)
25. S in Shield Design (IMAGE)
26. S DESIGN (Performance S with Borders (IMAGE)
27. S DESIGN (Sport Stripe) (IMAGE)
28. SHAPE-UPS
29. SHAPE (Variation of marks with SHAPE)
30. SHAPE-UPS (Stripe Design) (IMAGE)
31. SKECHERS SHAPE-UPS
32. SKECHERS
33. SKECHERS (Variation of marks with SKECHERS)
34. SKX
35. SOHO LAB
36. SOMETHIN’ ELSE
37. SPORT TONES
38. TONE UPS
39. TONE (Variation of marks with TONE)
40. TWINKLE TOES
41. TWINKLE (Variation of marks with TWINKLE)
42. Z STRAP
43. ZEVO-3

 


 

Skechers’ Intellectual Property
Worldwide Trademark, Copyright
and Patent Status Report
As of March 31, 2011
Table of Contents
A. U.S. COPYRIGHTS
B. FOREIGN COPYRIGHTS
C. U.S. DESIGN PATENTS
D. CDR DESIGN PATENTS
E. CHINA DESIGN PATENTS
F. MEXICO DESIGN PATENTS
G. FOREIGN DESIGN PATENTS
H. U.S. UTILITY PATENTS
I. PCT
J. EPO
K. OPPOSITIONS
L. LITIGATION

 


 

The trademarks appearing in the attached chart are owned by Skechers U.S.A., Inc. II.

 


 

SKECHERS
U.S. and Foreign Trademark Applications and Registrations
As of 03/31/2011
                                         
Docket   Country   Mark   Class   Goods   Serial No.   Filing Date   Registration No.   Reg. Date   Renewal   Status
21299   Australia   ACTIVE TONES   25   Footwear.   n/a   4/16/2010   1038116   4/16/2010   4/16/2020   Registered
21279   Brazil   ACTIVE TONES   25   Footwear.   830584404   4/13/2010               Pending
21280   Canada   ACTIVE TONES   25   Footwear.   1475983   4/7/2010               Pending
21282   China   ACTIVE TONES   25   Footwear.   8192048   4/9/2010               Pending
21283   Colombia   ACTIVE TONES   25   Footwear.   10-041153   4/9/2010   412985   11/17/2010   11/17/2020   Registered
21300   Croatia   ACTIVE TONES   25   Footwear.   n/a   4/16/2010   1038116   4/16/2010   4/16/2020   Pending
21284   CTM   ACTIVE TONES   25   Footwear.   9018383   4/12/2010   9018383   9/2/2010   4/12/2020   Registered
21285   Hong Kong   ACTIVE TONES   25   Footwear.   301585017   4/13/2010   301585017   4/13/2010   4/12/2020   Registered
21286   India   ACTIVE TONES   25   Footwear.   1954108   4/21/2010               Pending
21287   Israel   ACTIVE TONES   25   Footwear.   228888   4/11/2010               Pending
21301   Japan   ACTIVE TONES   25   Footwear.   n/a   4/16/2010   1038116   4/16/2010   4/16/2020   Registered
21302   Korea   ACTIVE TONES   25   Footwear.   n/a   4/16/2010   1038116   4/16/2010   4/16/2020   Pending
21288   Malaysia   ACTIVE TONES   25   Footwear.   2010006390   4/13/2010               Pending
21289   Mexico   ACTIVE TONES   25   Footwear.   1082143   4/16/2010   1174865   4/16/2010   4/16/2020   Registered
21290   New Zealand   ACTIVE TONES   25   Footwear, including shoes, sneakers, sandals, slippers and boots   822358   4/12/2010   822358   4/3/2010   4/3/2020   Registered
21291   Panama   ACTIVE TONES   25   Footwear.   191125   6/25/2010               Pending
21292   Philippines   ACTIVE TONES   25   Footwear.   4-2010-003912   4/14/2010               Pending
21303   Russia   ACTIVE TONES   25   Footwear.   n/a   4/16/2010   1038116   4/16/2010   4/16/2020   Pending
21293   Saudi Arabia   ACTIVE TONES   25   Footwear.   154032   4/24/2010               Pending
21294   South Africa   ACTIVE TONES   25   Footwear.   2010/07595   4/12/2010               Pending
21295   Taiwan   ACTIVE TONES   25   Footwear, namely shoes, sneakers, sandals, slippers and boots.   99016835   4/14/2010   1444205   12/16/2010   12/15/2020   Registered
21296   Thailand   ACTIVE TONES   25   Footwear.   764724   4/20/2010               Pending
21304   Turkey   ACTIVE TONES   25   Footwear.   n/a   4/16/2010   1038116   4/16/2010   4/16/2020   Pending
21297   UAE   ACTIVE TONES   25   25 — Footwear, shoes, sneakers, sandals, slippers and boots.   141283   4/15/2010               Pending
21269   United States   ACTIVE TONES   25   Footwear.   85/005,769   4/3/2010               Pending
21298   Venezuela   ACTIVE TONES   25   Footwear.   65162010   5/6/2010               Pending
Page 1 of 1

 


 

SKECHERS
U.S. and Foreign Trademark Applications and Registrations
As of 03/31/2011
                                         
Docket   Country   Mark   Class   Goods   Serial No.   Filing Date   Registration No.   Reg. Date   Renewal   Status
19811   Canada   AIRATORS BY SKECHERS   25   Footwear.   1414915   10/17/2008               Pending
17551   Chile   AIRATORS   25   Footwear.   741212   8/22/2006   780655   2/26/2007   2/25/2017   Registered
18620   China   AIRATORS   25   Footwear; apparel; football shoes; hosiery; gloves [clothing]; caps [headwear], scarves; bathing suits; waterproof clothing.   6209911   8/8/2007   6209911   7/21/2010   7/20/2020   Registered
17552   Colombia   AIRATORS   25   Footwear.   6082170   8/18/2006   334463   5/28/2007   5/27/2017   Registered
17547   CTM   AIRATORS   25   Footwear.   5258934   8/15/2006   5258934   8/15/2006   8/14/2016   Registered
17553   Hong Kong   AIRATORS   25   Footwear.   300705663   8/22/2006   300705663   8/22/2006   8/20/2016   Registered
17554   Japan   AIRATORS   25   Footwear.   n/a   8/21/2006   897736   8/21/2006   8/20/2016   Registered
17556   New Zealand   AIRATORS   25   Footwear.   753543   8/21/2006   753543   8/21/2006   8/21/2016   Registered
17557   Panama   AIRATORS   25   Footwear.   153843   8/25/2006   153843   8/22/2006   8/22/2016   Registered
17558   Philippines   AIRATORS   25   Footwear, namely shoes, sneakers, sandals, slippers and boots.   42006009228   8/22/2006   42006009228   6/11/2007   6/10/2017   Registered
17555   Switzerland   AIRATORS   25   Footwear.   n/a   8/21/2006   897736   8/21/2006   8/20/2016   Registered
17559   Taiwan   AIRATORS   25   Footwear.   95042701   8/21/2006   1261157   5/1/2007   4/29/2017   Registered
17012   United States   AIRATORS   25   Footwear.   78/795,064   1/19/2006   3,437,984   5/27/2008   5/27/2018   Registered
17560   Venezuela   AIRATORS   25   Footwear.   194302006   8/30/2006               Registered
Page 1 of 1

 


 

SKECHERS
U.S. and Foreign Trademark Applications and Registrations
As of 03/31/2011
                                         
Docket   Country   Mark   Class   Goods   Serial No.   Filing Date   Registration No.   Reg. Date   Renewal   Status
21734   Australia   BELLA BALLERINA   25   Footwear.   n/a   7/30/2010   1046087   7/30/2010   7/30/2020   Registered
21715   Brazil   BELLA BALLERINA   25   Footwear.   830713646   8/2/2010               Pending
21716   Canada   BELLA BALLERINA   25   Footwear.   1490881   8/3/2010               Pending
21717   Chile   BELLA BALLERINA   25   Footwear.   916160   8/9/2010               Pending
22450   Chile   BELLA BALLERINA BY SKECHERS   25       940728   2/11/2011               Pending
21718   China   BELLA BALLERINA   25   Footwear.   8620642   8/30/2010               Pending
21719   Colombia   BELLA BALLERINA   25   Footwear.   10094520   8/3/2010               Pending
21735   Croatia   BELLA BALLERINA   25   Footwear.   n/a   7/30/2010   1046087   7/30/2010   7/30/2020   Pending
21714   CTM   BELLA BALLERINA   25   Footwear.   9288028   8/2/2010               Pending
22078   CTM   BELLA BALLERINA   16   Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines.   9576067   12/6/2010               Pending
22080   CTM   BELLA BALLERINA   28   n/a                       Pending
22082   CTM   BELLA BALLERINA BY SKECHERS   25   Footwear.   9576141   12/6/2010               Pending
22283   CTM   BELLA B.   25   Footwear.   9775222   3/1/2011               Pending
21720   Hong Kong   BELLA BALLERINA   25   Footwear.   301693530   8/19/2010               Pending
21721   India   BELLA BALLERINA   25   Footwear.   n/a   8/3/2010               Pending
21722   Israel   BELLA BALLERINA   25   Footwear.   231844   8/1/2010               Pending
21736   Japan   BELLA BALLERINA   25   Footwear.   n/a   7/30/2010   1046087   7/30/2010   7/30/2020   Registered
21737   Korea   BELLA BALLERINA   25   Footwear.   n/a   7/30/2010   1046087   7/30/2010   7/30/2020   Pending
21723   Malaysia   BELLA BALLERINA   25   Footwear.   2010014334   8/4/2010               Pending
Page 1 of 2

 


 

SKECHERS
U.S. and Foreign Trademark Applications and Registrations
As of 03/31/2011
                                         
Docket   Country   Mark   Class   Goods   Serial No.   Filing Date   Registration No.   Reg. Date   Renewal   Status
21724   Mexico   BELLA BALLERINA   25   Footwear.                       Pending
22539   Mexico   BELLA B.   25   Footwear                       Pending
21725   New Zealand   BELLA BALLERINA   25   Footwear, including shoes, sneakers, sandals, slippers and boots.   828185   8/2/2010   828185   7/27/2010   7/27/2020   Registered
21726   Panama   BELLA BALLERINA   25   Footwear.   192078   8/2/2010               Pending
21727   Philippines   BELLA BALLERINA   25   Footwear.   42010008581   8/5/2010               Pending
21738   Russia   BELLA BALLERINA   25   Footwear.   n/a   7/30/2010   1046087   7/30/2010   7/30/2020   Pending
21728   Saudi Arabia   BELLA BALLERINA   25   Footwear, shoes, sneakers, sandals, slippers and boots.   157940   8/7/2010               Pending
21729   South Africa   BELLA BALLERINA   25   Footwear.   201016725   8/2/2010               Pending
21730   Taiwan   BELLA BALLERINA   25   Footwear.   99037748   8/4/2010               Pending
22256   Taiwan   BELLA BALLERINA BY SKECHERS   25   Footwear.   99064005   12/22/2010               Pending
21731   Thailand   BELLA BALLERINA   25   Footwear.   775286   8/3/2010               Pending
21739   Turkey   BELLA BALLERINA   25   Footwear.   n/a   7/30/2010   1046087   7/30/2010   7/30/2020   Pending
21732   UAE   BELLA BALLERINA   25   Footwear, shoes, sneakers, sandals, slippers and boots.   145638   8/4/2010               Pending
21713   United States   BELLA BALLERINA   25   Footwear.   85/093,763   7/27/2010               Pending
22077   United States   BELLA BALLERINA   16   Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines.   85/178,340   11/16/2010               Pending
22079   United States   BELLA BALLERINA   28   n/a                       Pending
22081   United States   BELLA BALLERINA BY SKECHERS   25   Footwear.   85/178,355   11/16/2010               Pending
22282   United States   BELLA B.   25   Footwear.   85/226,023   1/25/2011               Pending
21733   Venezuela   BELLA BALLERINA   25   Footwear.   137282010   8/19/2010               Pending
Page 2 of 2

 


 

SKECHERS
U.S. and Foreign Trademark Applications and Registrations
As of 03/31/2011
                                         
Docket   Country   Mark   Class   Goods   Serial No.   Filing Date   Registration No.   Reg. Date   Renewal   Status
19091   Canada   CALI BEAR   25   Footwear.   1,382,561   2/8/2008               Pending
18920   China   CALI BEAR   16   Cartoon prints; cartoon strips; comic books; comic strips.   6449278   12/20/2007   6449278   3/28/2010   3/27/2020   Registered
19175   China   CALI BEAR   25   Apparel; hosiery; gloves [clothing]; caps [headwear]; scarves; bathing suits; waterproof clothing.   6449277   39436   6449277   7/14/2010   7/13/2020   Registered
19092   Hong Kong   CALI BEAR   25   Footwear.   301043207   1/30/2008   301043207   1/30/2008   1/28/2018   Registered
19093   Mexico   CALI BEAR   25   Footwear.   910754   1/30/2008               Pending
19094   Philippines   CALI BEAR   25   Footwear, namely shoes, slippers, boots, sandals.   4-2008-001362   2/4/2008   4-2008-001362   8/18/2008   8/18/2018   Registered
Page 1 of 1

 


 

SKECHERS
U.S. and Foreign Trademark Applications and Registrations
As of 03/31/2011
                                         
Docket   Country   Mark   Class   Goods   Serial No.   Filing Date   Registration No.   Reg. Date   Renewal   Status
19075   Australia   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/30/2018   Registered
19067   Brazil   CALI BITS   26   Ornaments for footwear and apparel.   829570500   n/a   829570500   7/20/2010   7/20/2020   Registered
19068   Canada   CALI BITS   26   Ornaments for footwear and apparel.   1381297   1/30/2008   TMA749836   10/8/2009   10/8/2024   Registered
19069   Chile   CALI BITS   26   Beadwork (ornaments for dresses); haberdashery (textile decorations), clothing accessories (brooches), sequins, lace (braids), ornaments for shoes that are not of precious metal.   805140   1/29/2008   842134   2/23/2009   2/23/2019   Registered
18619   China   CALI BITS   26   Shoe ornaments, not of precious metal; ornaments for clothing.   6209912   8/8/2007   6209912   3/28/2010   3/27/2020   Registered
19070   Colombia   CALI BITS   26   Ornaments for footwear and apparel.   8008891   1/30/2008   361168   8/26/2008   8/26/2018   Registered
19076   Croatia   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/31/2018   Registered
18618   CTM   CALI BITS   26   Ornaments for footwear and apparel not of precious metal.   6178875   8/8/2007   6178875   9/17/2008   8/7/2017   Registered
19125   Ecuador   CALI BITS   26   Ornaments for footwear and apparel.   195247   2/14/2008   493208   6/13/2008   6/12/2018   Registered
19127   Egypt   CALI BITS   26   Ornaments for footwear and apparel.   212126   3/2/2008   212126   10/20/2009   2/2/2018   Registered
19071   Hong Kong   CALI BITS   26   Ornaments for footwear and apparel.   301043199   1/30/2008   301043199   1/30/2008   1/28/2018   Registered
19072   India   CALI BITS   26   Ornaments for footwear and apparel.   1653071   2/12/2008   1653071   2/12/2008   2/12/2018   Registered
19128   Indonesia   CALI BITS   26   Ornaments for footwear and apparel.   D002008011835   4/3/2008   IDM000224706   10/26/2009   4/3/2018   Registered
19073   Israel   CALI BITS   26   Ornaments for footwear and apparel.   207860   1/29/2008   207860   1/29/2008   1/29/2018   Registered
Page 1 of 3

 


 

SKECHERS
U.S. and Foreign Trademark Applications and Registrations
As of 03/31/2011
                                         
Docket   Country   Mark   Class   Goods   Serial No.   Filing Date   Registration No.   Reg. Date   Renewal   Status
19077   Japan   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/31/2018   Registered
19078   Korea   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/31/2018   Registered
19126   Kuwait   CALI BITS   26   Ornaments for footwear and apparel.   91948   2/3/2008               Pending
19081   Malaysia   CALI BITS   26   Ornaments for footwear and apparel.   8001836   1/30/2008               Pending
19113   Mexico   CALI BITS   26   Ornaments for footwear and apparel.   910752   1/31/2008   1028686   1/30/2008   1/30/2018   Registered
19249   Mexico   CALI BITS BY SKECHERS   26   Ornaments for footwear and apparel, namely, shoe ornaments and apparel ornaments not of precious metal.   921870   3/19/2008   1035161   3/18/2008   3/18/2018   Registered
19250   Mexico   CALI BITS BY SKECHERS (Oval)   26   Ornaments for footwear and apparel, namely, shoe ornaments and apparel ornaments not of precious metal.   921860   3/19/2008   1043802   3/19/2008   3/16/2018   Registered
19251   Mexico   CALI BITS (Oval)   26   Ornaments for footwear and apparel, namely, shoe ornaments and apparel ornaments not of precious metal.   921862   3/19/2008   1043803   3/19/2008   3/16/2018   Registered
19252   Mexico   CALI BITS (Stlized)   26   Ornaments for footwear and apparel, namely, shoe ornaments and apparel ornaments not of precious metal.   921863   3/19/2008   1043804   3/19/2008   3/16/2018   Registered
19134   Montenegro   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/31/2018   Registered
19082   New Zealand   CALI BITS   26   Ornaments for footwear and apparel.   783328   1/29/2008   783328   1/29/2008   1/28/2018   Registered
19083   Panama   CALI BITS   25   Ornaments for footwear and apparel.   168239   1/30/2008   168239   1/29/2008   1/29/2018   Registered
19124   Peru   CALI BITS   26   Ornaments for footwear and apparel.   343512   2/6/2008   140283   7/8/2008   7/7/2018   Registered
Page 2 of 3

 


 

SKECHERS
U.S. and Foreign Trademark Applications and Registrations
As of 03/31/2011
                                         
Docket   Country   Mark   Class   Goods   Serial No.   Filing Date   Registration No.   Reg. Date   Renewal   Status
19084   Philippines   CALI BITS   26   Ornaments for footwear and apparel.   42008001361   2/4/2008   42008001361   7/7/2008   7/7/2018   Registered
19079   Russia   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/31/2018   Pending
19085   Saudi Arabia   CALI BITS   26   Ornaments for footwear and apparel.   126552   1/30/2008   107129   5/30/2009   10/8/2017   Registered
19135   Serbia   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/31/2018   Registered
19132   Singapore   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/31/2018   Registered
19086   South Africa   CALI BITS   26   Ornaments for footwear and apparel.   200801959   1/29/2008               Pending
19087   Taiwan   CALI BITS   26   Ornaments for footwear and apparel.   97004469   1/29/2008   1328879   9/16/2008   9/14/2018   Registered
19088   Thailand   CALI BITS   26   Ornaments for footwear and apparel.   685669   1/29/2008   TM287403   1/29/2008   1/26/2018   Registered
19080   Turkey   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/31/2018   Registered
19089   UAE   CALI BITS   26   Ornaments for footwear and apparel.   106533   2/3/2008               Pending
19131   Ukraine   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/31/2018   Registered
18076   United States   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments and apparel ornaments not of precious metal.   77/107,652   2/14/2007   3,399,196   3/18/2008   3/18/2018   Registered
19090   Venezuela   CALI BITS   26   Ornaments for footwear and apparel.   17032008   1/31/2008               Registered
19133   Vietnam   CALI BITS   26   Ornaments for footwear and apparel, namely, shoe ornaments not of precious metal.   n/a   1/31/2008   954759   1/31/2008   1/31/2018   Registered
Page 3 of 3

 


 

SKECHERS
U.S. and Foreign Trademark Applications and Registrations
As of 03/31/2011
                                         
Docket   Country   Mark   Class   Goods   Serial No.   Filing Date   Registration No.   Reg. Date   Renewal   Status
18892   Australia   CALI GEAR   25   Footwear and apparel.   1215523   12/13/2007   1215523   12/13/2007   12/12/2017   Registered
18763   Brazil   CALI GEAR   25   Footwear.   829324100   8/28/2007               Pending
18091   Canada   CALI GEAR   25   Footwear.   1340462   3/22/2007   TMA723957   9/17/2008   9/17/2023   Registered
18893   Chile   CALI GEAR   25   Clothing, footwear.   800020   12/18/2007   821783   7/10/2008   7/10/2018   Registered
18608   China   CALI GEAR   25   Footwear, apparel, football shoes, hosiery, gloves [clothing], caps [headwear], scarves, bathing suits, waterproof clothing.   6208506   8/7/2007               Pending
19021   Colombia   CALI GEAR   25   Footwear.   8006598   1/24/2008   363002   10/15/2008   10/15/2018   Registered
19027   Croatia   CALI GEAR   25   Footwear.   n/a   1/30/2008   954753   1/30/2008   1/30/2018   Registered
17886   CTM   CALI GEAR   25   Footwear and apparel.   5544689   12/11/2006   5544689   12/11/2006   12/10/2016   Registered
19062   Ecuador   CALI GEAR   25   Footwear.   194552   1/29/2008   455908   5/13/2008   5/13/2018   Registered
19064   Egypt   CALI GEAR   25   Footwar.   211752   1/24/2008   211752   2/12/2009   1/23/2018   Registered
18894   Hong Kong   CALI GEAR   25   Footwear and apparel.   301013084   12/13/2007   301013084   12/13/2007   12/12/2017   Registered
19023   India   CALI GEAR   25   Footwear.   1649182   2/1/2008               Pending
19065   Indonesia   CALI GEAR   25   Footwear.   D002008005002   2/13/2008   IDM000217574   9/10/2009   2/13/2018   Registered
19024   Israel   CALI GEAR   25   Footwear.   207767   1/24/2008   207767   9/7/2009   1/24/2018   Registered
18610   Japan   CALI GEAR   25   Footwear.   863502007   8/6/2007   5127657   4/11/2008   4/11/2018   Registered
19063   Kuwait   CALI GEAR   25   Footwear.   91804   1/28/2008               Pending
19031   Malaysia   CALI GEAR   25   Footwear.   8001542   1/25/2008               Pending
19246   Mexico   CALI GEAR BY SKECHERS   25   Footwear.   921868   3/19/2008               Pending
19247   Mexico   CALI GEAR (Bear Design)   25   Footwear.   921864   3/19/2008               Pending
19248   Mexico   CALI GEAR BY SKECHERS (Bear Design)   25   Footwear.   921866   3/19/2008               Pending
19059   Montenegro   CALI GEAR   25   Footwear.   n/a   1/30/2008   954753   1/30/2008   1/30/2018   Registered
18895   New Zealand   CALI GEAR   25   Clothing, footwear, headgear.   781260   12/13/2007   781260   7/18/2007   7/17/2017   Registered
19392   Panama   CALI GEAR BY SKECHERS   25   Footwear and apparel.   170819   5/5/2008   170819   5/5/2008   5/5/2018   Registered
18897   Philippines   CALI GEAR   25   Footwear and apparel.   42008000176   1/4/2008               Pending
19029   Russia   CALI GEAR   25   Footwear.   n/a   1/30/2008   954753   1/30/2008   1/30/2018   Registered
Page 1 of 2

 


 

SKECHERS
U.S. and Foreign Trademark Applications and Registrations
As of 03/31/2011
                                         
Docket   Country   Mark   Class   Goods   Serial No.   Filing Date   Registration No.   Reg. Date   Renewal   Status
19032   Saudi Arabia   CALI GEAR   25   Footwear.   126187   1/26/2008   105107   3/8/2009   10/4/2017   Registered
19060   Serbia   CALI GEAR   25   Footwear.   n/a   1/30/2008   954753   1/30/2008   1/30/2018   Registered
19057   Singapore   CALI GEAR   25   Footwear.   n/a   1/30/2008   954753   1/30/2008   1/30/2018   Registered
19033   South Africa   CALI GEAR   25   Footwear.   200801693   1/24/2008               Pending
18898   Taiwan   CALI GEAR   25   Footwear and apparel.   96058867   12/14/2007   13335261   11/1/2008   10/31/2018   Registered
19034   Thailand   CALI GEAR   25   Footwear, namely, sport shoes, leather shoes, sneakers, canvas boots, slippers and sandals.   685668   1/29/2008   TM287084   1/29/2008   1/26/2018   Registered
19030   Turkey   CALI GEAR   25   Footwear.   n/a   1/30/2008   954753   1/30/2008   1/30/2018   Registered
19035   UAE   CALI GEAR   25   Footwear.   106532   2/3/2008               Pending
19056   Ukraine   CALI GEAR   25   Footwear.   n/a   1/30/2008   954753   1/30/2008   1/30/2018   Registered
17525