Exhibit 10.1 

COLLECTION AGENCY AGREEMENT
ROSENTHAL & ROSENTHAL, INC.

1370
Broadway

New York NY 10018


	
 

	
 


	
 

	
New
  York, NY


	
STEVEN MADDEN, LTD.

	
Dated:
  July 10, 2009


	
52-16 Barnett Avenue

	
 


	
Long Island
  City, NY 11104

	
 





          The
following is the Agreement under which we are to act as your collection agent.
The effectiveness of this Agreement is conditioned upon the occurrence of all
of the following on or prior to October 31, 2009: (i) the termination of your
existing factoring agreement with GMAC Commercial Finance, LLC (“GMAC”); and
(ii) a partial termination by a UCC-3 Financing Statement releasing the
interest of GMAC in all of your assets other than any Receivables arising prior
to the date of such termination. The date on which the foregoing conditions
shall have been satisifed shall hereafter be referred to as the “Effective
Date”. Capitalized terms shall have the meanings set forth in
Section 14 hereof: 


1. COLLECTION OF RECEIVABLES :


          You
hereby appoint us as your collection agent with respect to all of your
Receivables, and we shall have the right to collect and otherwise deal
therewith as the sole collection agent. Upon each sale of your Inventory or
rendition by you of services, you shall execute and deliver to us such further
and confirmatory evidence of our authority as collection agent with respect to
your Receivables as we require, in form and manner reasonably satisfactory to
us, together with copies of invoices or such equivalent electronic document as
we may designate for such use, and all shipping or delivery receipts and such
other proof of sale and delivery or performance as we, from time to time, may
require. All invoices (and other statements to Customers) evidencing
Receivables shall clearly state, in a manner satisfactory to us, that each Receivable
is payable only to us. The form on Exhibit A annexed hereto is currently deemed
acceptable.


2. CREDIT AND APPROVAL:


          You
will submit to us for our credit approval the principal terms of each and every
Order. We may, in our sole discretion, approve all or a portion of an Order, by
issuing a Credit Approval, withdraw any Credit Approval, withdraw or adjust any
Credit Line, or suspend any Availability under a Credit Line, at any time
before you deliver the Inventory or render the services. In addition, we may
from time to time establish a Credit Line or Credit Lines pursuant to which you
may ship to Customers. No Credit Approval, including approval based upon
shipment against Availability under a Credit Line shall be effective unless (i)
the Inventory is shipped or the services rendered, within the time specified
therein, or if no time is specified, within thirty (30) days after the date our
Credit Approval is issued; (ii) the Customer has accepted delivery of the
Inventory or performance of the services; and (iii) a schedule of the
Receivables(s) which arise as a result of the Order which is the subject of the
Credit Approval has been delivered to us, within ten (10) Business Days of the
delivery of the goods or the performance of the service. Upon the effectiveness
of a Credit Approval, we shall be deemed to have accepted the Credit Risk (but
not the risk of non-payment for any other reason) to the extent of the dollar
amount specified in the Credit Approval and the Receivable which is the subject
thereof shall, to the extent of the amount specified in the Credit approval, be
a Credit Approved Receivable. In no event, however, shall we have any Credit
Risk on any Receivable for freight, samples, or sales not made in the ordinary
course of your business. We may, in our sole discretion, withdraw any Credit
Approval, or withdraw or adjust any 


 1, Collection Agency






Credit Line,
at any time before you deliver the Inventory or render the services.
Notwithstanding anything to the contrary contained herein, you shall have an
automatic Credit Approval during each Contract Year on all Orders in the
aggregate outstanding at any time not to exceed $15,000 for each Customer from
those Customers located in the United States of America other than Customers:
(i) which have been previously declined by us (other than in the event such
declination is solely by reason of lack of information required by us); (ii)
with respect to which you have submitted to us an Order for Credit Approval by
us; provided, that in the event that you submit an Order for Credit Approval to
us and you are not notified by us, within two Business Days after such
submission, that the Order is declined or that for any reason (provided that
such reason is stated) you do not have an automatic Credit Approval on such
Order, then to the extent an automatic Credit Approval on such order would
otherwise be available under the terms hereof, it shall remain available to you
on such Order; (iii) with respect to which we have notified you that you do not
have an automatic Credit Approval; or (iv) with respect to which we have
provided a specific Credit Approval. At no time during the Contract Year shall
such losses borne by us exceed $150,000 (such amount to be prorated in the
event of termination by either of us of this Agreement, for the number of
months elapsed during the Contract Year in which the Effective Termination Date
occurs). Until a Receivable subject to such automatic Credit Approval is more
than forty five (45) days past due, the automatic Credit Approval will apply to
a subsequent Order for the same Customer provided such subsequent Order
complies with the terms set forth above.


3. CLIENT RISK RECEIVABLES:


          All
CR Receivables are with full recourse to you and at your credit risk, but are
otherwise subject to the covenants, terms and conditions provided herein with
respect to Credit Approved Receivables. We shall have the right to make a
bookkeeping entry to debit your account the amount of CR Receivables at any
time either before or after their maturity and you agree to pay us upon demand
the amount of all expenses including reasonable collection charges and
reasonable attorneys’ fees incurred by us in attempting to collect or enforce
any such payment, and additionally to pay us on demand the amount of any such
CR Receivable if such CR Receivable was previously a Purchased Receivable. In
addition, if we, at your request, and in our discretion, file a proof of claim
in any insolvency proceeding with respect to a CR Receivable and/or forward a
CR Receivable to an attorney or agency for collection, we shall charge your
account with (i) the fees and expenses of such attorney or collection agency
and (ii) a service charge equal to $100 plus 5% of any amount collected on the
CR Receivable.


4. RETURNED MERCHANDISE/CLAIMS, DISPUTES AND
CHARGEBACKS:


          In
the event of a breach of any of the representations or warranties contained
herein with respect to a Receivable, or the assertion, with respect to a
Receivable, of a Dispute, any such Receivable (whether or not a Credit Approved
Receivable) shall thereupon become a CR Receivable. You shall notify us
immediately of any Dispute, including, a Customer’s return of or desire to
return any Inventory purchased from you. We may, but are not obligated, to
settle, compromise, adjust or litigate any Dispute, including, a return of the
related Inventory upon such terms as we deem advisable (provided, however, that
as long as no Default shall have occurred and be continuing, we will not
litigate any Dispute other than with respect to a Purchased Receivable without
first consulting with you with respect thereto). We may, at our option, charge
back to you all amounts owing on CR Receivables which are not paid when due. We
shall have the right to charge back to you the amount of any payment which we
receive with respect to a CR Receivable, if we are subsequently required to
disgorge such payment for any reason, including, such payment being deemed a
preferential transfer. A chargeback shall not constitute a resale or
reassignment to you of the Receivable which is the subject thereof if prior to
such chargeback, the Receivable had been purchased by us pursuant to the terms
hereof. You agree to indemnify and save us harmless from and against any and
all loss, liability, claim, cost and expense of any kind, caused by or arising
from any Disputes with or claims of your Customers or any Person or
representative thereof, asserting an interest in Receivables or payments
thereon, including: (i) any disputes or claims with respect to terms, price,
quality or otherwise with respect to Receivables; (ii) any claim for a return
of any payments with respect to Receivables (including alleged preferential
transfers with respect to payments on Receivables that were not Credit Approved
Receivables at the time the payment was received); (iii) any claims by any
governmental authorities (federal, state, municipal or otherwise) for the
turnover or payment to such 


2, Collection Agency






governmental
authority of all or any portion of any payment received from a Customer which
we paid to you and (iv) all reasonable collection expenses and attorney’s
(whether in-house or outside) fees incurred with respect to any of the
foregoing. Your liability under this paragraph, and that of any Person liable
for the Obligations, shall constitute Obligations but shall nonetheless be
independent hereof and continue notwithstanding any termination hereof.


5. REPRESENTATIONS, WARRANTIES AND COVENANTS:


          You
represent, warrant and covenant that:


          5.1.
you are fully authorized to enter into this Agreement and perform hereunder and
you will continue to be so authorized for the duration of this Agreement and
you are not and will not be bound by any agreement that would be violated by
your or our performance of this Agreement.


          5.2.
you are solvent.


          5.3.
the Receivables are, and shall be, at the time of their creation, bona fide,
existing and enforceable obligations of Customers arising out of sales made or
services rendered by you, and, at the time any Receivable becomes a Purchased
Receivable, it shall be free and clear of all security interests, liens, claims
and Disputes whatsoever other than Permitted Liens and in the event that any
such Receivables arise from the sale of goods, such goods meet all standards
imposed by any governmental agency or authority.


          5.4.
at the time any Receivable becomes a Purchased Receivable, the Inventory
relating thereto constituting returned goods shall not be subject to any security
interest, lien or encumbrance whatsoever, other than Permitted Liens, and you
covenant (i) that you shall not permit the Inventory to become so encumbered
without our prior written consent and that (ii) the Inventory meets all
standards imposed by any governmental agency or authority.


          5.5.
you shall not permit any Inventory or General Intangibles to be subject to any
security interest, lien or encumbrance whatsoever, other than Permitted Liens.


          5.6.
with respect to each Receivable as it arises and when transmitted to us: (i)
you will have delivered the Inventory or rendered the services pursuant to the
Order; (ii) the Customer will accept the Inventory and/or services without any
offset or counterclaim; (iii) no known Dispute will exist in any respect; (iv)
you will have preserved, and will continue to preserve, any liens and any other
rights available to us by virtue of this Agreement; and (v) the Customer will
not be your Affiliate.


          5.7.
you will within ten Business Days of our request therefor, provide us with
copies of invoices and shipping or delivery receipts or such equivalent
electronic documents as we may designate or other proof of sale and delivery or
performance as we may from time to time require.


          5.8.
you will not, without providing us with thirty (30) days prior written notice
thereof, change your name, your state of organization or your principal place
of business and you are not aware, and will upon your becoming aware, notify us
promptly, of any Person organizing under your name in another state. 


          5.9.
you do not transact business under any trade names or tradestyles except as set
forth on Exhibit B annexed hereto (which Exhibit shall be complete and
correct prior to the Effective Date, and as the same may thereafter be amended
from time to time) and with respect to any such tradename or tradestyles you
have (i) caused certain of the tradenames and tradestyles (if indicated on
Exhibit B) to be registered in accordance with the laws applicable to the use
of such tradenames or tradestyles and have not in any way assigned or
encumbered your interest in such tradenames or tradestyles; or (ii) obtained a
license to use such tradenames or tradestyles from the owner thereof with
respect to the goods or services sold by you under such tradenames or
tradestyles, and in the markets in which such goods or services are sold by
you; and you are not aware, and will upon your becoming aware, promptly notify
us, of any other Person using your name or any of your tradenames or
tradestyles in any similar line of business.


          5.10.
you are, and at all times during the term of this Agreement, shall be, duly
organized, existing and in good standing under the laws of the state of your
organization; and you are, and at all times during the term of this Agreement,
shall be, duly qualified, existing and in good standing in every state in which
the nature of your business requires you to be so qualified.


3, Collection Agency






6. COMMISSIONS:


          6.1.
For our services hereunder, we shall receive a commission (hereinafter referred
to as the “Base Commission”) of (i) 0.275% of the gross invoice amount of each
Receivable; plus (ii) on those Receivables due from a Customer (or any
Affiliates or subsidiaries of such Customer) listed on the Special Accounts
Schedule submitted herewith and/or from time to time hereafter, such percentage
of the gross invoice amount thereof as equals the surcharge (if applicable) set
forth on the Special Accounts Schedule, to the extent of the amount credit
approved. All commissions shall be due and payable and chargeable to your
account with us at the date a Receivable arises. 


          6.2.
Our charge specified in Section 6.1 hereof is based upon maximum selling terms
of 60 days (excepting only that for sales to off-price retailers the maximum
selling terms will be 90 days) , and no more extended terms or additional
dating shall be granted by you to any Customer without our prior written
approval. If such approval is given by us, then for each additional thirty (30)
days or part thereof of such extended terms or additional dating, our charge
with respect to the Receivables covered thereby shall be increased by an amount
equal to twenty-five percent (25%) of the charge specified in Section 6.1
hereof. In addition, we shall charge you a fee of $2.50 for each instance in
which you change the terms of sale of any Receivable after you have submitted
to us a schedule listing such Receivable. 


          6.3.
Subject to the terms of the Combined Charges Agreement, the minimum aggregate
Base Commission payable under this Agreement shall be $480,000.00 for each
Contract Year, which shall be fully earned by us at the beginning of each
Contract Year, and which to the extent of any deficiency (after giving effect
to the commissions paid or payable under Section 6.1), shall be chargeable to
your account with us at the end of each Contract Year, provided, that in the
event of any termination of this Agreement in any Contract Year after the first
Contract Year, the minimum aggregate Base Commission payable in such year shall
only be the higher of (i) 100% of the monthly average of all charges payable by
you to us under Section 6.1 of this Agreement for the twelve month period prior
to the Effective Termination Date, multiplied by the number of calendar months
for the portion of the Contract Year elapsed prior to the Effective Termination
Date (including any partial month in which the Effective Termination Date falls
if such date is on or after the 15th day of such month); and (ii)
the monthly average amount of the minimum aggregate Base Commission for the
portion of such Contract Year elapsed prior to the Effective Termination Date,
multiplied by the number of calendar months for the portion of the Contract Year
elapsed prior to the Effective Termination Date (including any partial month in
which the Effective Termination Date falls if such date is on or after the 15th
day of such month).


7. PURCHASE PRICE


          7.1.
The purchase price for each Receivable that we purchase pursuant to the terms
hereof shall be the invoice amount of the Receivable, less (i) returns
(whenever made); (ii) selling discounts, credits or deductions of any kind
allowed, granted to or taken by the Customer at any time; and (iii) our commission
provided for in Section 6 hereof. Following a Default, no discount, credit or
allowance with respect to any Purchased Receivable shall be granted by you, and
no return of Inventory shall be accepted by you without our prior written
consent. A discount, credit or allowance may be claimed only by the Customer.
All amounts collected against the purchase price shall be credited to your
account on the Payment Date.


          7.2.
Where the cause of non-payment of a Credit Approved Receivable which has become
more than 120 days past due, is solely the Customer’s financial inability to
pay, then upon your submitting a confirmatory assignment of the Receivable that
is reasonably satisfactory to us, and upon our determining to our satisfaction
that the warranties made by you under Sections 5.3, 5.4 and 5.4 hereof are true
and correct, the Receivable, to the extent of the then effective Credit
Approval, shall be purchased by us and shall be deemed collected if it is not
otherwise subject to chargeback to you under this Agreement. 


4, Collection Agency






8. ADVANCES AND INTEREST RATES:


          8.1.
Advances. In our sole discretion, in accordance with the terms of this
Agreement, we will, from time to time, at your request, subject to the terms of
the Combined Charges Agreement, (i) advance to you sums (“Advances”); and/or
(ii) cause to be opened for your account letters of credit issued by an L/C
Bank (“Letters of Credit”), provided that the aggregate amount of (x) the
Advances outstanding will not, after giving effect to such requested Advances,
exceed the lesser of (a) 85% of the aggregate Net Amount of Eligible
Receivables outstanding at the time of such request, less Reserves, if any (the
“Receivables Availability”); and (b) $30,000,000 less the outstanding amount of
undrawn Letters of Credit; and (y) the outstanding amount of undrawn Letters of
Credit will not, after giving effect to such requested Letters of Credit,
exceed the lesser of (a) the Receivables Availability; and (b) $15,000,000.


          8.2.
Net Cash Balances. Net Cash Balances shall earn interest at a rate equal
to one and one half percent (1.5%) below the Prime Rate in effect from time to
time. We may, in our sole discretion, remit to you, at any time, any amount
standing to your credit on our books. You may, in your sole discretion,
withdraw, at any time, any amount standing to your credit on our books.


          8.3.
Letter of Credit Rates. Should we cause to be opened for your account
letters of credit, we shall receive a commission equal to (i) the greater of
(a) $100; or (b) one quarter of one percent (1/4 of 1%) of the face amount of
such letters of credit or guaranties (the “Face Amount”); plus (ii) bank
charges (exclusive of any commissions the L/C Bank may charge); plus (iii) one
quarter of one percent (1/4 of 1%) of the Face Amount upon each draw of any
such letter of credit or guaranty. 


          8.4.
Prime Rate Loans. Other than with respect to any advances
made or bearing interest pursuant to Section 8.5 hereof, interest on all Obligations
will be calculated at a rate per annum equal to the Prime Rate minus 0.125% per
annum (the “Effective Prime Rate”) from the date incurred through the date of
payment. Interest will be charged to your account monthly in arrears. Any
advance bearing interest at the Effective Prime Rate shall be referred to
herein as a “Prime Rate Loan”.


          8.5.
LIBOR Rate Loans. Advances, for which you provide us written notice,
prior to our making such advance, that such advance shall bear interest at the
30, 60 or 90 day LIBOR rate, shall bear interest at such 30, 60 or 90 day LIBOR
Rate in effect on the first day of each such interest period plus two and
one-half percent (2.5%) (the “Effective LIBOR Rate”). Any advance made pursuant
to this Section 8.5 or otherwise bearing interest at the Effective LIBOR Rate
shall be referred to herein as a “LIBOR Rate Loan”. In no event shall you be
permitted to request there be more than four (4) LIBOR Rate Loans outstanding
at any time.


          8.6.
Conversion or Continuation You shall have the option at the end of any
applicable interest period, to convert any LIBOR Rate Loans or any portion
thereof into Prime Rate Loans without premium or penalty or to continue such
LIBOR Rate Loans or any portion thereof for an additional interest period, and
the succeeding interest period of such continued LIBOR Rate Loan shall commence
on such expiration. To continue any LIBOR Rate Loan, you shall deliver a notice
of continuation in advance of the proposed expiration of the applicable
interest period, specifying (i) the principal outstanding amount thereof that
is to be continued, and (ii) the requested 30, 60 or 90 day interest period. If
the option set forth in this Section 8.4 to continue any LIBOR Rate Loan is not
delivered to us prior to the expiration of any applicable LIBOR Rate Loan
interest period, such LIBOR Rate Loan shall convert automatically into a Prime
Rate Loan on the final date of the applicable interest period.


          8.7.
Yield Protection. In the event you shall prepay all or any portion of
any LIBOR Rate Loan prior to the last day of the applicable interest period,
you shall pay to us a penalty equal to the sum of (i) the amount of such LIBOR
Rate Loan being prepaid multiplied by (x) any amount by which the Effective
LIBOR Rate applicable to such LIBOR Rate Loan exceeds the Effective LIBOR Rate
in effect on the date of such prepayment; and further multiplied by (y) the
fraction of the year remaining on the applicable LIBOR Rate Loan interest
period; plus (ii) $250.


          8.8.
Overadvance Rate and Default Rate. Notwithstanding the foregoing or
anything to the contrary contained elsewhere in this Agreement, (i) any portion
of advances made by us to you which is in excess of the Receivable Availability
(the “Overadvance”) shall bear interest at the Overadvance Rate (with our
determining in our sole discretion the allocation of the Overadvance to any
LIBOR Rate Loans and Prime Rate Loans outstanding at any time); and (ii) upon
the occurrence of a Default, and for so long as such Default continues, the
Obligations shall, at our option, bear interest at the Default Rate.


5, Collection Agency






          8.9.
Miscellaneous. Notwithstanding the foregoing or anything to the contrary
contained elsewhere in this Agreement, if any change after the date hereof in
law, rule, regulation, guideline or order or in interpretation thereof by any
governmental authority charged with the administration thereof shall make it
unlawful for us to make or maintain a loan at the Effective LIBOR Rate, then,
by written notice to you, we may require that the LIBOR Rate Loans be converted
to a Prime Rate Loan, whereupon the LIBOR Rate Loan shall be automatically
converted to a Prime Rate Loan and shall bear interest at the then Effective
Prime Rate. Interest will be charged monthly to your account in arrears.
Interest shall be calculated on the basis of a three-hundred-sixty (360) day
year for the actual number of days elapsed. In no event shall any applicable
interest rate under this Agreement exceed the maximum rate permitted by
applicable law and in the event excess interest is paid, it shall be considered
a repayment of principal.


          8.10.
Financial Covenants. You shall cause to be maintained, at the end of
each fiscal year, Working Capital of not less than $25,000,000.


9. STATEMENT OF ACCOUNT AND EXPENSES:


          9.1.
All Obligations shall become immediately due and payable upon demand upon the
occurrence of the earlier of: (i) any failure to pay any Overadvance within 10
days of its occurrence; (ii) any Default; and (iii) the Effective Termination
Date. You hereby irrevocably authorize and direct us to charge at any time to
your account any Obligations owing to any of our Affiliates by charging your
account.


          9.2.
We will render a statement of account monthly to you, and such statement shall
be binding upon you, except for manifest error and specific matters which you
contest and of which we are notified in writing, within thirty (30) days after
the date of such statement.


          9.3.
You shall pay all reasonable expenses (including reasonable attorneys, both
in-house and outside, fees) incurred by us in connection with the relationship
established under this Agreement and/or the transactions contemplated hereby,
including, expenses incurred in connection with the filing of financing
statements under the UCC and the making of record searches, which such expenses
shall not exceed $25,000 in connection with the initial preparation of this
Agreement and any concurrently prepared agreements and documents. You shall pay
all reasonable expenses incurred in connection with the filing of financing
statements under the UCC with respect to Purchased Receivables. We may also
charge to your account any reasonable fees, costs or other expenses we incur to
eliminate or cure any lack of capacity that we may now or hereafter have to
maintain an action in the courts of any state to enforce payment or Receivables
due from Customers located in such state by reason of your acts or omissions,
including your failure to qualify as a foreign entity in such state or any
other failure on your part to observe the laws of such state that are
applicable to you or your assets. You shall also pay to us such fees as we may
charge from time to time for, among other things, wire transfers. In connection
with our examinations of your books, records and operations you shall pay all
of our out-of-pocket expenses plus for each examiner the Standard Examiner’s
Rate in effect at the time of any such examination. In connection with our
administration of this Agreement, our liquidation of any Collateral, settlement
of any Dispute, or enforcement of any Obligation, or our protecting, preserving
and enforcing our security interests and rights hereunder, whether through judicial
proceedings or otherwise, or in defending or prosecuting any actions or
proceedings arising out of or relating to our transactions with you, including
actions or proceedings that may involve any Person asserting a priority or
claim with respect to Purchased Receivables, all costs and expenses incurred,
including, reasonable attorneys’ (both in-house and outside) fees incurred by
us, shall be borne and paid for by you, and may, at our option, be charged to
your account with us. Your reimbursement obligations pursuant to this paragraph
shall survive termination of this Agreement for any reason.


6, Collection Agency






          9.4.
No delay or failure on our part in exercising any right, privilege, or option
hereunder shall operate as a waiver of such or of any other right, privilege,
or option, and no waiver, amendment, or modification of any provision of this
Agreement shall be valid, unless in a writing signed by us and then only to the
extent therein stated. Should any provision of this Agreement be prohibited by
or invalid under applicable law, the validity of the remaining provisions shall
not be affected thereby. Unless otherwise specifically provided in this
Agreement, any notices, requests, demands or other communications permitted or
required to be given under this Agreement shall be in writing and shall be sent
by facsimile, hand delivery or by a nationally recognized overnight delivery
service, to the addresses and facsimile numbers of the parties set forth below
(or to such other address or facsimile number as a party may hereafter
designate by a notice to the other that complies with this section) and shall
be deemed given (a) in the case of a notice sent by facsimile, when received by
the recipient if the sending party receives a confirmation of delivery from its
own facsimile machine; and (b) in the case of a notice that is hand delivered
or sent by such overnight courier, when delivered (provided that the sending
party retains a confirmation of delivery). Any notice which, pursuant to the terms
hereof must be sent by you by certified or registered mail shall be deemed
given and effective when received by us. 


	
 

	
 


	
If to us

	
If to you


	
Rosenthal
  & Rosenthal, Inc.

	
 


	
1370
  Broadway

	
Steven
  Madden, Ltd.


	
New York NY
  10018

	
52-16
  Barnett Avenue


	
Attn: David
  Flaxman, Esq., with a copy to J. Michael Stanley

	
Long Island
  City, NY 11104


	
Facsimile:
  (212) 356-0989

	
Attn: Arvind
  Dharia


	
 

	
 


	
 

	
Facsimile:
  (718) 308-8201


	
 

	
 


	
 

	
With a copy
  to:


	
 

	
 


	
 

	
CERTILMAN
  BALIN ADLER & HYMAN, LLP


	
 

	
90 E.
  Merrick Ave., 9th Floor


	
 

	
East Meadow,
  NY 11554


	
 

	
Attn: Brian
  Ziegler, Esq.


	
 

	
 


	
 

	
Facsimile:
  (516) 296-7111





          9.5
The headings used herein are intended to be for convenience of reference only
and shall not define or limit the scope, extent or intent or otherwise affect
the meaning of any portion hereof.


10 PAYMENTS:


          10.1.
All remittances obtained by you against Credit Approved Receivables and any
other Receivables due from a Customer that is obligated on Credit Approved
Receivables will be received in trust for us, and you will turn over to us the
identical remittances as speedily as possible; provided, however, that nothing
herein authorizes you to collect Credit Approved Receivables or other
Receivables due from Customers obligated on Credit Approved Receivables. You constitute
us, or any other entity or person (but in no event a direct competitor of your
business) whom we may designate in our sole discretion, reasonably exercised,
as your attorney in fact at your own cost and expense to exercise, at any time,
all or any of the following powers which, being coupled with an interest, shall
be irrevocable until this Agreement has been terminated and you have fully and
indefeasibly paid and discharged all Obligations (a) to sign and/or endorse
your name on all remittances and all papers, bills of lading, receipts,
instruments and documents relating to the Receivables and the transactions
between us; (b) to deposit any checks or other remittances received relating to
the Receivables regardless of notations or conditions placed thereon by your
customers or deductions reflected thereby and to charge the amount of any such
deductions to your account; and (c) to sign your name to any and all documents
necessary to cure or eliminate any lack of capacity that we may now or hereafter
have, by reason of your acts or omissions, to maintain an action in the courts
of any state to enforce payment of Receivables due from Customers located in
such state and to file such documents with the appropriate public officials or
agencies.


7, Collection Agency






          10.2.
If any payment or recovery is received from or on behalf of a Customer which is
a Customer on both Credit Approved Receivables and CR Receivables, any such
payment or recovery may be first applied to the Credit Approved Receivables
notwithstanding (i) any notation to the contrary on or with respect thereto;
(ii) the payment terms thereof; (iii) the due date thereof; or (iv) whether
such payments were made in the ordinary course of business or otherwise.


11 SECURITY INTEREST; FINANCING STATEMENTS:


          11.1.
To secure the Obligations, and effective upon our purchase of Receivables
pursuant to the terms hereof, you sell and assign to us, and grant to us a
security interest in, all of your right, title and interest in such Purchased
Receivables and the Inventory represented by such Purchased Receivables, as
well as Inventory returned by or repossessed from Customers, all of your rights
as an unpaid vendor or lienor, all of your rights of stoppage in transit,
replevin and reclamation relating thereto, and all of your rights against third
parties with respect thereto. You will cooperate with us in exercising any
rights with respect to any of the foregoing.


          11.2.
You authorize us to file financing statements and any and all other documents
that may now or hereafter be provided for by the UCC to reflect and/or perfect
our interest as purchaser of Purchased Receivables and any security interest
now or hereafter granted by you to us in any of your presently owned or hereafter
acquired property. In the event that any jurisdiction requires a debtor’s
signature on such financing statements and/or such other documents, you
authorize us to file such financing statements and/or other documents on your
behalf as your attorney in fact, which such power being coupled with an
interest, shall be irrevocable until this Agreement has been terminated and you
have fully and indefeasibly paid and discharged all of the Obligations.


12 BOOKS AND RECORDS/FINANCIAL STATEMENTS:


          We
and our representatives shall, at all reasonable times, have the right to
examine all of your books and records, provided, however that unless and until
the occurrence of a Default, such examinations shall not occur more than once
in any Contract Year. You agree to prepare and furnish to us within forty five
(45) days after the close of each of your fiscal quarters, financial statements
reviewed and in such form and detail as we may reasonably require. You also
agree to have prepared, and to furnish to us within ninety (90) days after the
close of each of your fiscal years, financial statements, in accordance with
GAAP, which have been reviewed by an independent certified public accountant
satisfactory to us.


13 TERM:


          This
Agreement shall commence on the date hereof, shall continue for one Contract
Period and shall automatically renew at the end of each Contract Period for an
additional Contract Period. Notwithstanding the foregoing, this Agreement may
be terminated (i) by us at any time, on not less than sixty (60) days prior
written notice to you by registered or certified mail; (ii) by you, effective
at the end of the first Contract Period, provided you give us notice in
writing, by registered or certified mail, not less than sixty (60) days prior
to the expiration of the first Contract Period, of your intention to terminate
this Agreement as at the end of such Contract Period; (iii) by you effective
any time after the expiration of the first Contract Period, provided you give
us notice in writing, by registered or certified mail, not less than sixty (60)
days prior to the Effective Termination Date set forth in such notice; or (iv)
by you, effective at any time prior to the expiration of the first Contract
Period, upon your written request to us to terminate this Agreement effective
as of the date set forth in such request provided that you pay to us an Early
Termination Fee upon the Effective Termination Date of such termination. In the
event of a Default, we shall have the right to terminate this Agreement at any
time upon written notice, and you shall owe us an Early Termination Fee
calculated as of the date of such termination in the event the Effective
Termination Date occurs during the first Contract Year. The Early Termination
Fee shall become automatically due and payable in the event a petition is filed
by or against you under any provision of Title 11 of the 


8, Collection Agency






United States
Code during the first Contract Year. Our rights and the Obligations arising out
of transactions having their inception prior to the termination date shall not
be affected by any termination or notice thereof, nor shall any transaction
which by its terms survives termination. Termination of this Agreement shall
not become effective in respect of the liens and security interests granted to
us hereunder until you have fully and indefeasibly paid and discharged all
Obligations, and until such time, you shall continue to furnish schedules of
Receivables to us and deliver and pay over to us all Proceeds in respect thereof.
After the giving of any notice of termination hereunder and until the full
liquidation of your account and the indefeasible payment in full of all
Obligations, you shall not be entitled to receive any equities or payments from
us, to the extent we are obligated to make payments to you under this
Agreement. From and after the Effective Termination Date, all amounts charged
or chargeable to your account hereunder (including, without limitation, (i) if
the Effective Termination Date occurs during the first Contract Year, the Early
Termination Fee and (ii) if the Effective Termination Date occurs at any time
thereafter, the pro-rated amount of any deficiency (after giving effect to the
commissions payable under Section 6.1) in the earned minimum aggregate Base
Commission for the portion of such Contract Year elapsed prior to the Effective
Termination Date), and all other Obligations, shall become immediately due and
payable without further notice or demand.


14 GOVERNING LAWS/JURY TRIAL
WAIVER/JURISDICTION/VENUE AND MISCELLANEOUS PROVISIONS:


          This
Agreement is deemed made in the State of New York and shall be governed,
interpreted and construed in accordance with the laws of the State of New York,
applicable to contracts made and to be performed within such state. No
modification, waiver or discharge of this Agreement shall be binding upon us
unless in writing and signed by us. Our failure, at any time, to exercise any
right or remedy hereunder, shall not constitute a waiver on our part with respect
to such right or remedy, nor shall such failure preclude us from exercising the
same or any other right or remedy at any subsequent time. If any taxes are
imposed upon us, or if we shall be required to withhold or pay any tax or
penalty because of or in connection with any transactions between us under this
Agreement, you shall indemnify us and hold us harmless in respect thereof. This
Agreement, together with all other agreements delivered concurrently herewith
or hereafter, including, without limitation, the Combined Charges Agreement and
that certain Confidentiality Agreement between Steven Madden, Ltd. and
Rosenthal & Rosenthal, Inc., dated on or about the date hereof, embodies
our entire agreement as to the subject matter hereof and supersedes all prior
agreements (whether oral or written) as to the subject matter hereof. TRIAL BY JURY IS HEREBY WAIVED BY EACH OF US IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF US AGAINST THE OTHER ON
ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
AGREEMENT OR THE RELATIONSHIP CREATED HEREBY (WHETHER SOUNDING IN TORT OR
CONTRACT). YOU HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE SUPREME
COURT OF THE STATE OF NEW YORK (OR THE CIVIL COURT OF THE CITY OF NEW YORK IF
SUCH MATTERS BE WITHIN ITS JURISDICTION), AND OF ANY FEDERAL COURT IN SUCH
STATE, FOR A DETERMINATION OF ANY DISPUTE AS TO ANY SUCH MATTERS. IN CONNECTION
THEREWITH, YOU HEREBY WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS AND AGREE THAT SERVICE THEREOF MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL DIRECTED TO YOU AT YOUR ADDRESS SET FORTH ABOVE, OR SUCH OTHER ADDRESS AS
SHALL HAVE PREVIOUSLY BEEN COMMUNICATED TO US BY REGISTERED OR CERTIFIED MAIL.
WITHIN THIRTY DAYS AFTER SUCH MAILING, YOU SHALL APPEAR OR ANSWER TO SUCH
SUMMONS, COMPLAINT OR OTHER PROCESS. SHOULD YOU FAIL TO APPEAR OR ANSWER WITHIN
SAID THIRTY DAY PERIOD, YOU SHALL BE DEEMED IN DEFAULT AND JUDGMENT MAY BE
ENTERED BY US AGAINST YOU FOR THE AMOUNT AS DEMANDED IN ANY SUMMONS, COMPLAINT
OR OTHER PROCESS SO SERVED. In the event we shall retain attorneys
for the purpose of enforcing the performance, payment or collection of any of
the Obligations, then and in that event you agree to pay the reasonable fees of
such attorneys, plus any and all reasonable expenses and disbursements incurred
in connection therewith and/or incidental thereto. Our books and records shall
be admissible as prima facie evidence of the status of the account


9, Collection Agency






between us,
absent manifest error. The use of “including” or “include” means “including (or
“include”), without limitation.” The use of “or” means “and/or” if the context
so permits or requires. The term “satisfactory to us” as used herein shall mean
“satisfactory to us in our sole and absolute discretion”. The term “our sole
discretion” as used herein shall mean “our sole and absolute discretion”. You
will not seek advice or counsel from us or any of our representatives with
respect to the management or operation of your business and if you deem such
advice or counsel to have been offered, directly or indirectly, you will
evaluate it and act or decline to act upon it based upon your own analysis
and/or the advice or counsel of your own independent expert(s) or
consultant(s). You agree that there is no fiduciary relationship between us or
our representatives and you or any other entity, affiliated or controlled by
you, and that you will not seek or attempt to establish any such fiduciary
relationship. You hereby expressly waive any right to assert, now or in the
future, that there was or is a fiduciary relationship between you and us and/or
our representatives in any action, proceeding or claim for damages. If any
provision of this Agreement shall for any reason be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein. This Agreement shall
be binding upon and inure to the benefit of each of us and our respective
heirs, executors, administrators, successors and assigns, provided, however,
that you may not assign this Agreement or your rights hereunder without our
prior written consent.


15 DEFINITIONS:


          As
used in this Agreement, these terms shall have the following meanings which
shall be applicable to both the singular and plural forms of such terms.


          “Accounts” shall have the meaning set
forth
in Article 9 of the UCC.


          “Affiliate” of a Person shall mean any
entity controlling, controlled by, or under common control with, the Person and
the term “controlling” and such variations thereof shall mean ownership of a
majority of the voting power of a Person, or the contractual power to control
such Person’s affairs.


          “Agreement” shall mean this Collection
Agency Agreement, as amended, modified or supplemented.


          “Availability under a Credit Line” shall
mean the unused amount of a Credit Line, unless otherwise suspended by us at
any time (e.g., when Receivables due from the Customer under a Credit Line are
a certain number of days past due) and communicated to you in writing or by
such electronic means as may be designated by us to you.


          “Bank” shall mean JPMorgan Chase Bank or
any
successor thereto.


          “Base Commission”shall have the meaning
set forth in Section 6.1 hereof.


          “Business Day” shall mean a day on which
we
and major banks in New York City are open for the regular transaction of
business.


          “Chattel Paper” shall have the meaning
set
forth in Article 9 of the UCC.


          “Collateral” shall mean any property or
rights in property whenever arising which now or hereafter secure any of the
Obligations.


          “Combined
Charges Agreement” shall mean that certain letter
agreement, dated as of the date hereof, among us, you, Daniel M. Friedman
Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies,
Inc. and SML Acquisition Corp, aggregating (i) the minimum aggregate Base Commission
payable and (ii) the maximum outstanding advances and undrawn letters of
credit available, under this Agreement and each of those certain other
Collection Agency Agreements between us and such other parties.


          “Contract Period” shall mean (i) the
consecutive twelve month period following the last day of the month in which
the Effective Date falls; and (ii) each consecutive twelve month period
thereafter.


10, Collection Agency






          “Contract Year” shall mean the
consecutive
twelve month period following the last day of the month in which the Effective
Date falls and each consecutive twelve month period thereafter.


          “Credit Approval” shall mean either (i) a
notice from us to you, in writing or by such electronic means as may be designated
by us, that we have approved all or a portion of an Order; or (ii) Availability
under a Credit Line.


          “Credit Approved Receivable” shall mean a
Receivable for which we have assumed the Credit Risk.


          “Credit Line” shall mean a line of
credit,
established by us and communicated from time to time to you in writing or by
such electronic means as may be designated by us to you, granting approval for
sales by you, or rendition of services by you to a Customer, billed at a
specified location or locations, up to a specified aggregate available amount.


          
“Credit Risk” shall mean the risk
of loss resulting from a Customer’s failure to pay a Credit Approved Receivable
on the due date solely because of the Customer’s financial inability to make
such payment.


          “CR Receivable” shall mean any Receivable
which is not a Credit Approved Receivable.


          “Current Assets” shall mean all amounts
which would, in conformity with GAAP, be included under current assets on your
balance sheet, as at such date, provided, however, that such amounts shall not
include any amounts for any indebtedness owing by any Affiliate to you.


          “Current Liabilities” shall mean all
amounts
which would, in conformity with GAAP, be included under current liabilities on
your balance sheet, as at such date, but in any event including the amounts of
(a) all indebtedness payable on demand, or at the option of the Person to whom
such indebtedness is owed, not more than twelve (12) months after such date, (b)
any payments in respect of any indebtedness (whether installment, serial,
maturity, sinking fund payment or otherwise) required to be made not more than
twelve (12) months after such date, (c) all reserves in respect of liabilities
or indebtedness payable on demand or, at the option of the Person to whom such
indebtedness is owed, not more than twelve (12) months after such date, the
validity of which is not contested to such date, (d) all accruals for federal
or other taxes measured by income payable within twelve (12) months of such
date and (e) all outstanding indebtedness to us.


          “Customer” shall mean any Person
obligated
on a Receivable.


          “Default” shall mean the occurrence of
any
of the following events: (1.) nonpayment, after ten (10) days, when due of any
amount payable on any of the Obligations; (2.) failure to perform any agreement
or meet any obligation in this Agreement or in any agreement out of which any
of the Obligations arose, after ten (10) days notice (provided that you shall
only be entitled to such notice and opportunity to cure not more than twice in
any Contract Year); (3.) breach or failure to continue to be true and accurate
in all material respects of any covenants, representation, warranty or
agreement whenever made by you to us, pursuant to this Agreement after 10 days
notice (provided that you shall only be entitled to such notice and opportunity
to cure not more than twice in any Contract Year); (4.) default beyond any
applicable notice or cure period by you in repayment, when due, of any
indebtedness in excess of $2,000,000, now or hereafter owed for monies borrowed
from anyone other than us, unless the same is being contested in good faith and
adequate reserves therefor have been established;


11, Collection Agency






(5.) any
material statement, or warranty of yours made in writing or in any other
writing in or in connection with this Agreement or statement at any time
furnished or made by you to us is untrue in any material respect as of the date
furnished or made; (6.) suspension of the operation of your business; (7.) any
Obligor becomes insolvent or unable to pay debts as they mature, makes an
assignment for the benefit of creditors, or a proceeding is instituted by or
against any Obligor alleging that such Obligor is insolvent or unable to pay
debts as they mature, or a petition under any provision of Title 11 of the
United States Code, as amended, is brought by or against any Obligor, and the
same is not discharged within sixty (60) days; (8.) appointment of a receiver
for any collateral pledged for the Obligations or for any of your property, or
the property of any Obligor, in which we have an interest; or (9.) the Pension
Benefit Guaranty Corporation shall commence proceedings under Section 4042 of
the Employee Retirement Income Security Act of 1974 (ERISA) to terminate any of
your employee pension benefit plans.


          “Default Rate” shall mean the rate which
is
one percent (1%) per annum in excess of the Overadvance Rate.


          “Deposit Account” shall have the meaning
set
forth in Article 9 of the UCC


          “Deposit
Date” shall mean with respect to a payment of a
Receivable from or on behalf of a Customer, (i) in the case of a payment that
is received by a banking institution and deposited into our account with it (x)
prior to 12:00 noon on any day the date such banking institution makes such
deposit into our account; (y) after 12:00 noon on any day, the following
Business Day; and (ii) in all other cases, the Business Day following the date
that the payment is actually received by us.


          “Dispute” shall mean (i) any dispute,
claim,
offset, defense, counterclaim or any other reason for nonpayment of all or a
portion of any Receivable (including, merchandise returns) other than a
Customer’s financial inability to pay, regardless of whether the same is in an
amount greater than, equal to or less than the Receivable concerned, whether
bona fide or not, and regardless of whether the same, in part or whole, relates
to an unpaid Receivable or any other Receivable; and (ii) an act of God, force
majeure, the acts of restraint of public authorities whether domestic or
foreign, civil strife, war or currency restrictions or fluctuations resulting
in nonpayment of all or any portion of any Receivable. 


          “Documents” shall have the meaning set
forth
in Article 9 of the UCC.


          “Early Termination Fee” shall mean the
amount that you and we agree will compensate us for the damages we will sustain
if this contract is terminated by you prior to the end of the first Contract
Period or by us due to a termination event in the first Contract Period. The
Early Termination Fee, which you and we have agreed represents a reasonable
approximation of the amount of such damages (due to the impossibility of calculating
such amount in advance), shall be equal to the greater of: (i) 100% of the
monthly average of all fees and charges that would have been payable by you to
us on an actual basis under Sections 6.1 (as adjusted by Section 6.2) or 6.2,
as applicable, of this Agreement had it been in effect for the twelve month
period prior to the effective date of such termination or filing of such
petition, multiplied by the number of whole or partial calendar months
remaining during the unexpired portion of the first Contract Year; and
(ii) the minimum factoring commission pursuant to Section 6.2 hereof, for
the first Contract Year.


          “Effective Date” shall have the meaning
set
forth in the paragraph immediately preceeding Section 1 hereof.


          “Effective Termination Date” shall mean
the
date of termination specified in any duly delivered notice of termination of
this Agreement, or, with respect to any automatic termination of this
Agreement, the effective date of such automatic termination.


          “Effective
LIBOR Rate Loan” shall have the meaning set forth in
Section 8.3 hereof.


          “Effective Prime Rate” shall have the
meaning set forth in Section 8.2 hereof.


12, Collection Agency






          “Eligible Receivables” shall mean, at the
time of the calculation thereof all Receivables less (i) any Receivables
subject to a Dispute, (ii) any CR Receivables, (iii) any Receivables owing from
a Customer whose total obligations to you exceed forty percent (40%) of all
Eligible Receivables; and (iv) any Receivables which we in our sole discretion
deem not to be Eligible Receivables.


          “Excluded Receivables” shall mean (i) all
international sales and commission invoices to foreign customers, (ii) all
“first cost” sales and commissions invoices to domestic customers, (iii) all
invoices to employees and affiliates, (iv) all sample billings to sales
representatives and others; (vi) all invoices to Shoe Mania, Inc.; and (vii)
all other invoices as we may agree in writing in our sole discretion (not to be
unreasonably withheld).


          “GAAP” shall mean generally accepted
accounting principles in the United States of America as in effect from time to
time as set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
the statements and pronouncements of the Financial Accounting Standards Board
which are applicable to the circumstances as of the date of the determination
consistently applied.


          “General Intangibles” shall have the
meaning
set forth in Article 9 of the UCC (and shall include tradenames, trademarks,
tradestyles, service marks, copyrights and patents and all your rights and
claims against us hereunder or otherwise).


          “Instruments” shall have the meaning set
forth in Article 9 of the UCC.


          “Inventory” shall have the meaning set
forth
in Article 9 of the UCC.


          “Investment Property” shall have the
meaning
set forth in Article 9 of the UCC.


          “L/C
Bank” shall mean the Bank or any other national
banking association.


          “Letter of Credit Rights” shall have the
meaning set forth in Article 9 of the UCC.


          “LIBOR”
shall mean London Interbank Offered Rate, compiled by the British Bankers
Association.


          “LIBOR
Rate” shall mean the LIBOR rate as published in the
“Money Rates” section of The Wall Street Journal (Eastern Edition). If The Wall
Street Journal ceases to be published or goes on strike or is otherwise not
published for any period of time, or if it ceases to publish an applicable
LIBOR Rate, then we shall use the LIBOR rate as reflected by the British
Bankers Association on Bloomberg Professional Services page BBAM1 (“Bloomberg”)
during such period. If more than one LIBOR rate is published by The Wall Street
Journal or, if applicable; Bloomberg, for such period on any applicable date,
the “highest” LIBOR rate shall be selected.


          “Net
Cash Balances” shall mean cash balances in your favor
with us arising from the purchase of Receivables by us which, at your option,
remain with us past the Payment Date to which such cash balances relate.


          “Net Amount of Receivables” shall mean
the
gross amount of Receivables, less maximum discount, less returns, less credits
or allowances of any nature at any time issued, owing, granted or outstanding,
and less also our commission as set forth herein.


          “Obligations” shall mean all obligations,
advances, liabilities and indebtedness of you or your Affiliates to us or any
of our Affiliates, however evidenced, arising under this Agreement, whether now
existing or incurred from time to time hereafter and whether before or after
termination hereof, absolute or contingent, joint or several, matured or
unmatured, direct or indirect, primary or secondary, liquidated or
unliquidated, and including, all of our charges, commissions, fees, interest,
expenses, costs and attorneys’ fees chargeable to you in connection therewith,
and all of your obligations to us as an indemnitor pursuant to the terms of
this Agreement.


13, Collection Agency






          “Obligor” shall mean you and each other
Person (including, any Guarantor or direct or indirect provider of collateral)
primarily or secondarily, directly or indirectly, liable on, or providing
collateral for, any of the Obligations.


          “Order” shall mean any purchase order or
equivalent document for the sale by you of goods or the rendition by you of
services.


          “Overadvance”
shall have the meaning set forth in Section 8.8 hereof.


          “Overadvance Rate” shall mean the rate
which
is three percent (3%) per annum in excess of the Effective Prime Rate.


          “Payment
Date” with respect to a Receivable shall mean the date
which is three (3) Business Days after the Deposit Date thereof


          “Permitted Lien” shall mean a lien or
security interest in our favor, or to which we have specifically consented in
writing, subject to any limitation set forth in such writing.


          “Person” shall mean any individual, sole
proprietorship, partnership, joint venture, trust, non-registered organization,
association, corporation, limited liability company, government or any
subdivision, agency or political subdivision thereof or any other entity.


          “Prime Rate” shall mean the rate of
interest
from time to time publicly announced in New York City by the Bank as its prime
rate. The Prime Rate may not be the lowest or best rate charged by the Bank.


          “Prime
Rate Loan” shall have the meaning set forth in Section
8.2 hereof.


          “Proceeds” shall mean all proceeds (as
set
forth in Article 9 of the UCC), products, rents and profits of or from any and
all of the Collateral and, to the extent not otherwise included in the
foregoing; (i) all payments under any insurance, indemnity, warranty or guaranty
with respect to any of the collateral, (ii) all payments in connection with any
requisition, condemnation, seizure or forfeiture with respect to any of the
Collateral, (iii) all claims and rights to recover for any past, present or
future infringement or dilution of or injury to any Collateral; and (iv) all
other amounts from time to time paid or payable under or with respect to any of
the Collateral, including licensing and royalty fees.


          “Purchased
Receivable” shall mean a Receivable that we purchase from you
pursuant to Section 7.2 hereof.


          “Receivable Availability” shall have the
meaning set forth in Section 8.1 hereof.


          
“Receivables” shall mean all
Accounts, Instruments, Chattel Paper, Documents, Investment Property and General
Intangibles arising from your sales of Inventory or performance of services,
and the Proceeds thereof, and all Supporting Obligations, whether now existing
or hereafter created, excepting only for Excluded Receivables.


          “Reserves” shall mean any reasonable set
asides, reductions or reserves which we may establish, from time to time, in
our sole option and in our sole discretion in connection with any financial
accommodations which we may make available to you in connection with this Agreement.


          “Special Account Schedule” shall mean a
schedule issued, from time to time, listing thereon surcharge commissions
applicable to Receivables owing from the Customers listed thereon.


14, Collection Agency






          “Standard Examiner Rate” shall mean the
per
diem rate per examiner established by us from time to time. The Standard
Examiner Rate on the date hereof is $850


          “Supporting Obligations” shall have the
meaning set forth in Article 9 of the UCC.


          “UCC” shall mean the Uniform Commercial
Code
as the same may be in effect (subject to revision, from time to time) in the
State of New York.


          “Working Capital” shall mean the amount,
if
any, by which Current Assets exceed Current Liabilities.


          YOU
ACKNOWLEDGE THAT WE HAVE ADVISED YOU TO CONSULT WITH AN ATTORNEY PRIOR TO YOUR
EXECUTION OF THIS AGREEMENT.


ROSENTHAL
& ROSENTHAL, INC.


	
 

	
 

	
 


	
By:

	
/s/ J.
  Michael Stanley

	
 


	
 

	 

	
 


	
 

	
J. Michael
  Stanley

	
 


	
 

	
Managing
  Director

	
 


	
 

	
 


	
AGREED:

	
 


	
STEVEN
  MADDEN, LTD.

	
 


	
 

	
 


	
By: 

	
/s/ Arvind
  Dharia

	
 


	
 

	 

	
 


	
 

	
Arvind
  Dharia

	
 


	
 

	
C.F.O./Secretary

	
 





15, Collection Agency






EXHIBITS TO COLLECTION AGENCY AGREEMENT*


*Each of the following agreements, which were filed as Exhibits 10.2 through 10.6 to Steven Madden, Ltd.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009, include exhibits identical to Exhibits A and B of this Collection Agency Agreement:



	
 

	
 


	
1.

	
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Daniel Friedman & Associates, Inc.


	
 

	
 


	
2.

	
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Diva Acquisition Corp.


	
 

	
 


	
3.

	
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Steven Madden Retail, Inc.


	
 

	
 


	
4.

	
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Stevies, Inc.


	
 

	
 


	
5.

	
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and SML Acquisition Corp.







EXHIBIT A


 


This account and the merchandise it represents has been


assigned to and is PAYABLE ONLY to


ROSENTHAL & ROSENTHAL, INC.


P.O. BOX 88926, CHICAGO, ILLINOIS 60695-1926


Make check payable as above in United States Funds and


indicate name of seller.


Any claims against this invoice must be made promptly in


writing to Rosenthal & Rosenthal, Inc., specifying details.


No returns or adjustments will be recognized without the


written consent of Rosenthal & Rosenthal, Inc.


 




  





  











  






 


EXHIBIT B


 


Trademarks and Service Marks


 


The STEVE MADDEN and/or STEVE MADDEN plus Design trademarks and service marks have been registered in numerous International Classes in the United States (Int’l Cl. 25 for clothing and footwear; Int’l Cl. 18 for leather goods, such as handbags and wallets; Int’l Cl. 9 for eyewear; Int’l Cl. 14 for jewelry; Int’l Cl. 3 for cosmetics and fragrances; Int’l Cl. 20 for picture frames; Int’l Cl. 16 for paper goods; and Int’l Cl. 35 for retail store services). We also have pending trademark applications in the United States for the mark STEVE MADDEN and/or STEVE MADDEN plus Design in numerous international classes (Class 9 for CDs and Class 25 for sleepwear).


 


We also have trademark registrations in the United States for the marks EYESHADOWS BY STEVE MADDEN (Int’l Cl. 9 for eyewear), STEVEN M. (Int’l Class 25 for clothing and footwear); STEVEN BY STEVE MADDEN (Int’l Cl. 25 for footwear and Int’l Cl. 18 for small leather goods); NATURAL COMFORT (Int’l Cl. 25 for footwear); STEVE MADDEN LUXE (Int’l Cl. 25 for clothing and footwear); STEVEN (Int’l Cl. 3 for cosmetics and fragrances; Int’l Cl. 9 for eyewear; Int’l Cl. 14 for jewelry; Int’l Cl. 18 for bags; Int’l Cl. 25 for clothing and footwear; Int’l Cl. 26 for hair accessories; and Int’l Cl. 35 for retail store services); CIRCLE WITH ASTERISK DESIGN (in Class 25 for clothing and footwear); FIX (in Class 25 for footwear); FIX* (in Class 25 for footwear); STEVE MADDEN’S FIX (in Class 25 for clothing and footwear); and, STEVE MADDEN’S FIX AND DESIGN (in Class 25 for clothing and footwear). We also own a registration for the mark SOHO COBBLER plus Design in the U.S. in Class 25 for footwear.


 


We also have several pending applications in the U.S. for MADDEN in international classes (Class 14 for jewelry and watches, Class 18 for bags, and Class 25 for clothing and footwear). We also have pending applications in the U.S. for MADDEN BY STEVE MADDEN in Class 18 for bags.


 


Additionally, we have several pending trademark and service mark applications in the United States for various marks, MADDEN GIRL (in Class 18 for bags and in Class 25 for clothing and footwear); MADDEN GIRLZ (in Class 25 for clothing and footwear); MADDEN BOYZ (in Class 25 for clothing and footwear); MADDEN KIDZ for clothing and footwear); MADDEN NEW YORK (in Class 25 for clothing and footwear); MADDEN ACTIVE (in Class 25 for clothing and footwear); MADDEN SPORT (in Class 25 for clothing and footwear); STEVEN BY STEVE MADDEN (in Class 18 for bags and Class 25 for belts); FINA FIRENZE (in Class 18 for bags and in Class 25 for belts and footwear); STEVE MADDEN DESIGN PLUS PEACE LOVE SHOES (in Class 25 for footwear); PEACE LOVE SHOES (STANDARD CHARACTERS) (in Class 25 for footwear); PEACE LOVE SHOES LOGO (in Class 24 for towels and in Class 25 for footwear, clothing and belts); and, STEVE MADDEN DESIGN PLUS PEACE LOVE SHOES LOGO PLUS PEACE LOVE SHOES (in Class 25 for footwear).


 




  





  











  




 




We further own registrations for the STEVE MADDEN and/or STEVE MADDEN plus Design trademarks and service marks in various International Classes in Argentina, Armenia, Aruba, Australia, Azerbaijan, Bahrain, Belize, Brazil, Canada, Chile, China, Colombia, El Salvador, Estonia, Georgia, Guatemala, Hong Kong, Indonesia, Israel, Italy, Japan, Kazakhstan, Korea, Kyrgyzstan, Latvia, Lebanon, Lithuania, Malaysia, Mexico, Moldova, Netherland Antilles, New Zealand, the Netherlands, Nicaragua, Norway, Oman, Panama, Paraguay, the Philippines, Qatar, Russia, Saudi Arabia, Singapore, South Africa, Taiwan, Thailand, Turkey, Turkmenistan, Ukraine, the United Arab Emirates, Uzbekistan, the European Union, and the Benelux countries and has pending applications for registration of the STEVE MADDEN and/or STEVE MADDEN plus Design trademarks and service marks in Argentina, Aruba, Bahamas, Belarus, Canada, China, Costa Rica, Ecuador, Egypt, Guatemala, Honduras, India, Indonesia, Jordan, Korea, Kuwait, Morocco, Oman, Peru, Saudi Arabia, Tajikistan, Turkey, Venezuela, and the United Arab Emirates.


 


Additionally, we own registrations for the STEVEN trademark and service mark in various International Classes in Australia, Bahrain, Belize, China, the Dominican Republic, El Salvador, the European Union, Hong Kong, Israel, Japan, Kuwait, Lebanon, Malaysia, New Zealand, Netherland Antilles, Norway, Panama, the Philippines, Qatar, Russia, Saudi Arabia, South Africa, Thailand, Taiwan, Turkey, and the United Arab Emirates and have pending applications for STEVEN trademark and service mark in Armenia, Azerbaijan, China, Columbia, Costa Rica, Egypt, Guatemala, India, Italy, Jordan, Korea, Malaysia, Nicaragua, Oman, Taiwan, Thailand, and Venezuela.


 


We further own registrations for the “torch stripe” design in Class 25 in the European Union and Panama, and China.


 


We further own registrations for the mark STEVEN BY STEVE MADDEN in various international classes in Aruba, Australia, China, the European Union, Hong Kong, Korea, New Zealand, and Taiwan and have pending applications for the mark STEVEN BY STEVE MADDEN in various international classes in Canada, China, Ecuador, Egypt, India, Israel, Korea, Taiwan, Turkey, Saudi Arabia, and Venezuela.


 


We further own registrations for the mark STEVE MADDEN’S FIX* in international class 25 in the European Union, Mexico, and Turkey and have pending applications for the mark STEVE MADDEN’S FIX* in international class 25 in Canada, China, Morocco, Panama and The United Arab Emirates.


 


We further have pending applications for the mark MADDEN GIRL in international class 25 in Egypt, India, Kuwait, Saudi Arabia and Turkey.


 


We further have pending applications for the mark NATURAL COMFORT in various international classes in Egypt, India, Kuwait, and Saudi Arabia.


 


We further own registrations for the mark SM NEW YORK and/or SM NEW YORK PLUS DESIGN in International Class 25 (clothing and footwear) in Aruba, Australia, Belize, Costa Rica, the Dominican Republic, Ecuador, El Salvador, Guatemala, Hong Kong, Netherland Antilles, Nicaragua, New Zealand, Panama, Taiwan and have pending applications for registration of the SM NEW YORK and/or SM NEW YORK PLUS DESIGN mark in International Class 25 (clothing and footwear) in Columbia, Honduras, India, Indonesia, Kuwait, Saudi Arabia, South Africa, and Venezuela.


 




  





  











  




 




Additionally, we, through our Diva Acquisition Corp. subsidiary, own registrations for the DAVID AARON trademark and service mark in various International Classes in the United States (Int’l Cl. 25 for clothing and footwear; Int’l Cl. 18 for leather goods, such as handbags and wallets), and in Australia, Canada, the European Union, Hong Kong and South Africa in some or all of Classes 3, 18, and 25. Also, we own registrations for our DAVID AARON trademark in International Class 3 for perfume and cosmetics; International Class 9 for eyewear; International Class 14 for jewelry; International Class 16 for paper goods; International Class 18 for bags; International Class 24 for bed and bath products; International Class 25 for clothing and footwear and International Class 26 hair accessories in Korea.


 


We, through our Stevies, Inc. subsidiary, also own various registrations for the STEVIES and /or STEVIES plus Design trademark and service mark in a number of International Classes in the United States (Int’l Class 25 for clothing and footwear; Int’l Class 18 for leather goods, such as handbags and wallets; International Class 14 for jewelry; International Class 28 for toys; Int’l Class 16 for paper goods; Int’l Class 3 for perfume and cosmetics, Int’l Class 9 for CDs and eyewear; and Int’l Cl. 27 for rugs and carpets; and for STEVIES BY STEVE MADDEN in Class 14 for jewelry, Class 9 for eyewear, Class 3 for perfume and cosmetics, Class 25 for clothing and footwear, Class 28 for toys and games, Class 35 for retail services, Class 16 for stationery and notebooks, Class 18 for bags.


 


Additionally, Stevies, Inc. has pending trademark and service mark applications and/or existing registrations for the STEVIES and STEVIES plus Design marks in various International Classes in Aruba, Argentina, Australia, Bahrain, Brazil, Canada, China, Chile, Colombia, Costa Rica, Dominican Republic, Egypt, El Salvador, European Union, Guatemala, Hong Kong, Honduras, Indonesia, India, Israel, Japan, Korea, Kuwait, Lebanon, Malaysia, Mexico, Netherland Antilles, Nicaragua, New Zealand, Oman, Panama, Peru, Qatar, Saudi Arabia, Singapore, South Africa, Taiwan, Thailand, Turkey, the United Arab Emirates and Venezuela.


 


We believe that our trademarks have a significant value and are important to the marketing of our products. There can be no assurance, however, that we will be able to effectively obtain rights to our marks throughout all of the countries of the world. Moreover, no assurance can be given that others will not assert rights in, or ownership of, our trademarks and other proprietary rights of or that we will be able to successfully resolve such conflicts. Our failure to protect such rights from unlawful and improper appropriation may have a material adverse effect on our business, financial condition, results of operations and liquidity.


 




  





  











  




 




3.12(a) List of IP owned or used in SML


 



	  	
i.

	
US Polo Assoc. brand, subject to license;


	  	
ii.

	
Sesame Street brand, subject to license (terminated effective on or about May 12, 2009);


	  	
iii.

	
Software listed in 3.11(b); and


	  	
iv.

	
Tradenames used in business


	  	  	
a.

	
Shakedown Street


	  	  	
b.

	
Zone 88


	  	  	
c.

	
Sarné


	  	  	
d.

	
Dover Kidz


	  	  	
e.

	
Girls Luv Bags


	  	  	
f.

	
35th Street Bags


	  	  	
g.

	
Petite Sac


	  	  	
h.

	
Sweettreats by Dover Kidz







 




  





  











  




 




Special Accounts Schedule


 


1% Surcharge







Customer







Burlington Coat Factory Warehouse Corp.