exv10w1






Exhibit 10.1




CREDIT AGREEMENT



by and among

SKECHERS U.S.A., INC.

and

EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO

as Borrowers,



THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,



WELLS FARGO FOOTHILL, LLC

as a Joint Lead Arranger and Administrative Agent,



BANK OF AMERICA, N.A.
 as
Syndication Agent,



and



BANC OF AMERICA SECURITIES LLC

as a Joint Lead Arranger



Dated as of June 30, 2009



CREDIT AGREEMENT



          THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 2009, by and among
the lenders identified on the signature pages hereof (such lenders, together with their respective
successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and
collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as
a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with
its successors and assigns in such capacity, “Agent”), SKECHERS U.S.A., INC., a Delaware
corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages hereof
(such Subsidiaries, together with Parent and each other Subsidiary that becomes a party hereto
after the date hereof in accordance with the terms hereof, 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.




          The parties agree as follows:




1. DEFINITIONS AND CONSTRUCTION.




     1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings specified
therefor on Schedule 1.1.



     1.2 Accounting Terms. All accounting terms not specifically defined herein shall be construed
in accordance with GAAP; provided, however, that if Administrative Borrower notifies Agent that
Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting
Change occurring after the Closing Date or in the application thereof on the operation of such
provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is given before or after
such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will
negotiate in good faith amendments to the provisions of this Agreement that are directly affected
by such Accounting Change with the intent of having the respective positions of the Lenders and
Borrowers after such Accounting Change conform as nearly as possible to their respective positions
as of the date of this Agreement and, until any such amendments have









 



 


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     been agreed upon, the provisions in this Agreement shall be calculated as if no such
Accounting Change had occurred. When used herein, the term “financial statements” shall include the
notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a
financial covenant or a related definition, it shall be understood to mean Parent and its
Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.



     1.3 Code. Any terms used in this Agreement that are defined in the Code shall be construed and
defined as set forth in the Code unless otherwise defined herein; provided, however, that to the
extent that the Code is used to define any term herein and such term is defined differently in
different Articles of the Code, the definition of such term contained in Article 9 of the Code
shall govern.



     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, including cash,
securities, accounts, and contract rights. Any reference herein or in any other Loan Document to
the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash
(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
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.



     1.5 Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall
be deemed incorporated herein by reference.



     1.6 Exchange Rates; Currency Equivalents; Payment in Dollars. For purposes of determining
Adjusted Letter of Credit Usage, Letter of Credit Usage, or the outstanding amount of any Letter of
Credit, in each case, at any time that a Letter of Credit or an Acceptance is outstanding in any
Alternative Currency, the outstanding amount of a Letter of Credit or Acceptance issued in an
Alternative Currency shall be deemed to equal the Dollar Equivalent thereof (rounded upward to the
nearest $0.01), as determined by Agent, based on the Exchange Rate for such Alternative Currency at
such time of determination. In connection with the issuance, amendment or extension of a Letter of
Credit or the acceptance of an Acceptance denominated in an Alternative Currency, for purposes of
determining compliance with the borrowing limitations contained with in Section 2.1 or Section 2.11
of the Credit Agreement, the amount of such Letter of Credit or Acceptance that is proposed to be
accepted, issued, amended, or extended, in each case, shall be deemed to equal the Dollar
Equivalent thereof (rounded upward to the nearest $0.01), as determined by Agent, based on the
Exchange Rate for such Alternative Currency at such time of determination. The specification under
this Agreement of payment in Dollars is of the essence. Borrowers’ obligations hereunder and under
the other Loan Documents to make payments in Dollars shall not be discharged or satisfied by any
tender or recovery (whether pursuant to any judgment, award or otherwise) expressed in or converted
into any currency other than Dollars, until such time when Agent either receives or obtains, in
accordance with normal banking procedures, the full amount of Dollars expressed to be payable to
Agent or any member of the Lender Group under this Agreement or the other Loan Documents. All
costs, fees, expenses or losses of Agent or any other member of the Lender Group associated with
any currency exchange transaction consummated in connection with a Letter of Credit that is issued
in any Alternative Currency and any Acceptance accepted in any Alternative Currency shall
constitute Obligations and shall be immediately payable by the Borrowers on demand.









 



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2. LOAN AND TERMS OF PAYMENT.




     2.1 Revolver Advances.



          (a) Subject to the terms and conditions of this Agreement, and during the term of this
Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally)
to make advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed
such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum Revolver Amount
less the Letter of Credit Usage at such time, and (ii) the Borrowing Base at such time less the
Adjusted Letter of Credit Usage at such time.




          (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and
conditions of this Agreement, reborrowed at any time during the term of this Agreement. The
outstanding principal amount of the Advances, together with interest accrued thereon, shall be due
and payable on the Maturity Date or, if earlier, on the date on which they are declared due and
payable pursuant to the terms of this Agreement.




          (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right
to establish reserves against the Borrowing Base in such amounts, and with respect to such matters,
as Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves with
respect to (i) sums that Parent or its Subsidiaries are required to pay under any Section of this
Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, royalty
payments, or, in the case of leased assets, rents or other amounts payable under such leases) and
has failed to pay, (ii) amounts owing by Parent or its Subsidiaries to any Person to the extent
secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which
Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to
Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics,
materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other
taxes where given priority under applicable law) in and to such item of the Collateral, (iii)
reserves (determined from time to time by Agent in its Permitted Discretion) for (y) the estimated
costs relating to unpaid freight charges, warehousing or storage charges, taxes, duties, and other
similar unpaid costs associated with the acquisition of Eligible In-Transit Inventory by any
Borrower, plus (z) the estimated reclamation claims of unpaid sellers of Inventory sold to any
Borrower, and (iv) outstanding gift certificates and gift cards of the Borrowers and their
Subsidiaries entitling the holder thereof to use all or a portion of the certificate or card to pay
all or a portion of the purchase price for any Inventory.




2.2 Increase in Commitments.




          (a) From time to time (but not more than on 2 occasions) during the period from and after the
Closing Date through the earlier of (x) the date that is 24 months after the Closing Date, and (y)
the date (if any) on which the Commitments are reduced by Borrowers pursuant to the terms hereof,
the Maximum Revolver Amount may be increased (each increase that satisfies the terms and conditions
of this Section, an “Approved Increase”) by an amount not in excess of the Available Increase
Amount at the option of Borrowers by delivery of a written notice from Administrative Borrower of a
proposed increase to Agent if and only if (i) each of the conditions precedent set forth in Section
3.2 are satisfied as of the Increase Effective Date, (ii) Borrowers have delivered to Agent updated
pro forma Projections (after giving effect to the proposed increase) for Parent and its
Subsidiaries reflecting compliance on a pro forma basis 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) in Section 7 for the 4 fiscal quarter
period (on a quarter-by-quarter basis) following the Increase Effective Date, in form and content
reasonably acceptable to Agent, (iii) Borrowers and Agent shall have reached agreement on the
amount of the supplemental closing fee to be paid by Borrowers to Agent on the Increase Effective
Date, (iv) Borrowers shall have paid to Agent all supplemental closing fees due and payable as of
the Increase Effective Date, and (v) Agent or Borrowers have obtained the commitment of one or more
Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide
the proposed increase. Each such notice shall specify the date on which the proposed increase is to
be effective (the “Increase Effective Date”), which date shall not be less than 10 Business Days
after the date of such notice. Each proposed increase shall be in an amount of at least $10,000,000
and integral multiples of $5,000,000 in excess thereof.




          (b) So long as each of the requirements set forth in Section 2.2(a) are satisfied, the
increased Commitments with respect to an Approved Increase shall become effective, as of such
Increase Effective Date.
















 



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          (c) Agent shall invite each Lender to increase its Commitment (it being understood that no
Lender shall be obligated to increase its Commitment) and, if sufficient Lenders do not agree to
increases in their Commitments in an aggregate amount equal to the Approved Increase, may invite
any other Person who is reasonably satisfactory to Agent and Borrowers to become a Lender in
connection with an Approved Increase by executing a joinder agreement, in form and substance
reasonably satisfactory to Agent, to which such Person, Borrowers, and Agent are party (the
“Increase Joinder”). Such Increase Joinder may, with the consent of Borrowers and Agent (with the
consent of the applicable Lenders required by Section 14.1, but without the consent of any Lender
to the extent such amendment satisfies the requirements of Section 14.1(f)), effect such amendments
to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion
of Agent, to effectuate the provisions of this Section 2.2.




          (d) Unless otherwise specifically provided herein, all references in this Agreement and any
other Loan Document to Advances shall be deemed, unless the context otherwise requires, to include
Advances made pursuant to the increased Commitments and Maximum Revolver Amount pursuant to this
Section 2.2.




          (e) To the extent any Advances, Acceptances, or Letters of Credit are outstanding on the
Increase Effective Date, each of the Lenders having a Commitment prior to the Increase Effective
Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or
additional Commitment on the Increase Effective Date (the “Post-Increase Revolver Lenders”), and
such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the
principal amount thereof, such interests in the Advances and participation interests in the
Acceptances and Letters of Credit on such Increase Effective Date as shall be necessary in order
that, after giving effect to all such assignments and purchases, such Advances and participation
interests in Acceptances and Letters of Credit will be held by Pre-Increase Revolver Lenders and
Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect
to such increased Commitments.




          (f) The Advances, Commitments, and Maximum Revolver Amount established pursuant to this
Section 2.2 shall constitute Advances, Commitments, and Maximum Revolver Amount under, and shall be
entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall,
without limiting the foregoing, benefit equally and ratably from any guarantees and the security
interests created by the Loan Documents. Borrowers shall take any actions reasonably required by
Agent to ensure and demonstrate that the Liens granted by the Loan Documents continue to be
perfected under the Code or otherwise after giving effect to the establishment of any such new
Commitments and Maximum Revolver Amount.




     2.3 Borrowing Procedures and Settlements.



          (a) Procedure for Borrowing. Each Borrowing shall be made by a written request by an
Authorized Person delivered to Agent. Unless Swing Lender is not obligated to make a Swing Loan
pursuant to Section 2.3(b) below, such notice must be received by Agent no later than 10:00 a.m.
(California time) on the Business Day that is the requested Funding Date specifying (i) the amount
of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day; provided, however, that if Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing,
such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business
Day prior to the date that is the requested Funding Date. At Agent’s election, in lieu of
delivering the above-described written request, any Authorized Person may give Agent telephonic
notice of such request by the required time. In such circumstances, Borrowers agree that any such
telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic
notice, but the failure to provide such written confirmation shall not affect the validity of the
request.




          (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. Each Swing Loan shall be deemed
to be an Advance hereunder and shall be subject to all the terms and conditions 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








 



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           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 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 Obligations hereunder, and bear interest
at the rate applicable from time to time to Advances that are Base Rate Loans.




          (c) Making of Loans.




               (i) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after
receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders,
not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding
Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the
requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the
requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not
later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s
receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to
Borrowers on the applicable Funding Date by transferring immediately available funds equal to such
proceeds received by Agent to the Designated Account; provided, however, that, subject to the
provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall
have the obligation to make, any Advance if (1) 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 unless such condition has been waived, or (2) the requested Borrowing would exceed the
Availability on such Funding Date.



               (ii) Unless Agent receives notice from a Lender prior to 9:00 a.m. (California time) on the
date of a Borrowing, that such Lender will not make available as and when required hereunder to
Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing,
Agent may assume that each Lender has made or will make such amount available to Agent in
immediately available funds on the Funding Date and Agent may (but shall not be so required), in
reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If
any Lender shall not have made its full amount available to Agent in immediately available funds
and if Agent in such circumstances has made available to Borrowers such amount, that Lender shall
on the Business Day following such Funding Date make such amount available to Agent, together with
interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent
to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive,
absent manifest error. If such amount is so made available, such payment to Agent shall constitute
such Lender’s Advance on the date of Borrowing for all purposes of this Agreement. If such amount
is not made available to Agent on the Business Day following the Funding Date, Agent will notify
Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay such
amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the
date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to
the Advances composing such Borrowing. The failure of any Lender to make any Advance on any Funding
Date shall not relieve any other Lender of any obligation hereunder to make an Advance on such
Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the
Advance to be made by such other Lender on any Funding Date.



               (iii) Agent shall not be obligated to transfer to a Defaulting Lender any payments made by
Borrowers to Agent for the Defaulting Lender’s benefit, and, in the absence of such transfer to the
Defaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender
member of the Lender Group ratably in accordance with their Commitments (but only to the extent
that such Defaulting Lender’s Advance was funded by the other members of the Lender Group) or, if
so directed by Administrative Borrower and if no Default or Event of Default has occurred and is
continuing (and to the extent such Defaulting Lender’s Advance was not funded by the Lender Group),
retain same to be re-advanced to Borrowers as if such Defaulting Lender had made Advances to
Borrowers. Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to
Borrowers 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, such Defaulting Lender shall be deemed
not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. This Section shall
remain effective with respect to such Lender until (x) the Obligations under this Agreement shall
have been declared or shall have become immediately due and payable, (y) the non-Defaulting
Lenders, Agent, and Borrowers shall have waived such Defaulting Lender’s default in writing, or (z)
the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all
amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be
construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the









 



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               performance by such Defaulting Lender or any other Lender of its duties and obligations
hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations
hereunder to Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by
any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this
Agreement and shall entitle Borrowers at their 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 repaid its share of the outstanding Obligations (other than Bank Product
Obligations, but including an assumption of its Pro Rata Share of the Letters of Credit) without
any premium or penalty of any kind whatsoever; 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 any Borrower’s rights or remedies against any such Defaulting Lender arising out
of or in relation to such failure to fund.



          (d) Protective Advances and Optional Overadvances.




               (i) Any contrary provision of this Agreement notwithstanding, Agent hereby is authorized by
Borrowers and the Lenders, from time to time in Agent’s sole discretion, (A) after the occurrence
and during the continuance of a Default or an Event of Default, or (B) at any time that any of the
other applicable conditions precedent set forth in Section 3 are not satisfied, to make Advances
to, or for the benefit of, Borrowers on behalf of the Lenders (in an aggregate amount for all such
Advances taken together not exceeding $15,000,000 outstanding at any one time) that Agent, in its
Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral, or any
portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the
Bank Product Obligations) (any of the Advances described in this Section 2.3(d)(i) shall be
referred to as “Protective Advances”).




               (ii) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize
Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is
not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to
Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (A)
after giving effect to such Advances, the outstanding Adjusted Revolver Usage does not exceed the
Borrowing Base by more than $15,000,000, and (B) after giving effect to such Advances, the
outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for
interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. In the event
Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the
immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent
shall notify the Lenders as soon as practicable (and prior to making any (or any additional)
intentional Overadvances (except for and excluding amounts charged to the Loan Account for
interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in
imminent harm to the Collateral or its value), and the Lenders with Commitments thereupon shall,
together with Agent, jointly determine the terms of arrangements that shall be implemented with
Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the
Advances to Borrowers to an amount permitted by the preceding sentence. In such circumstances, if
any Lender with a Commitment objects to the proposed terms of reduction or repayment of any
Overadvance, the terms of reduction or repayment thereof shall be implemented according to the
determination of the Required Lenders. The foregoing provisions are meant for the benefit of the
Lenders and Agent and are not meant for the benefit of the Borrowers, which shall continue to be
bound by the provisions of Section 2.5. Each Lender with a Commitment shall be obligated to settle
with Agent as provided in Section 2.3(e) for the amount of such Lender’s Pro Rata Share of any
unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as
permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the
Loan Account of interest, fees, or Lender Group Expenses.



               (iii) Each Protective Advance and each Overadvance shall be deemed to be an Advance hereunder,
except that no Protective Advance or Overadvance shall be eligible to be a LIBOR Rate Loan and,
prior to Settlement therefor, all payments on the Protective Advances shall be payable to Agent
solely for its own account. The Protective Advances and Overadvances shall be repayable on demand,
secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate
applicable from time to time to Advances that are Base Rate Loans. The ability of Agent to make
Protective Advances is separate and distinct from its ability to make Overadvances and its ability
to make Overadvances is separate and distinct from its ability to make Protective Advances. For the
avoidance of doubt, the limitations on Agent’s ability to make Protective Advances do not apply to
Overadvances and the limitations on Agent’s ability to make Overadvances do not apply to Protective
Advances. The provisions of this Section 2.3(d) are









 



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               for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to
benefit Borrowers in any way.



               (iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the
contrary: (A) no Overadvance or Protective Advance may be made by Agent if such Advance would cause
the aggregate principal amount of Overadvances and Protective Advances outstanding to exceed an
amount equal to ten percent (10%) of the Maximum Revolver Amount; and (B) to the extent any
Protective Advance causes the aggregate Revolver Usage to exceed the Maximum Revolver Amount, each
such Protective Advance shall be for Agent’s sole and separate account and not for the account of
any Lender.



          (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, 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, and Protective Advances for the period since the prior
Settlement Date. Subject to the terms and conditions contained herein (including Section
2.3(c)(iii)): (y) if a Lender’s balance of the Advances (including Swing Loans and Protective
Advances) exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans 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 and Protective Advances), and (z) if a Lender’s balance of the Advances
(including Swing Loans and Protective Advances) is less than such Lender’s Pro Rata Share of the
Advances (including Swing Loans 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 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 or Protective
Advances and, together with the portion of such Swing Loans 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, and Protective
Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances,
Swing Loans, 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.



               (iii) Between Settlement Dates, Agent, to the extent Protective Advances 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 or Swing Loans. Between
Settlement Dates, Agent, to the extent no Protective Advances 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









 



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               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, to be applied to the outstanding Advances of such Lenders, an amount such that each
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 each Lender (subject to the effect of agreements
between Agent and individual Lenders) with respect to the Advances other than Swing Loans 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.



          (f) Notation. Agent, as a non-fiduciary agent for Borrowers, shall maintain a register showing
the principal amount of the Advances, owing to each Lender, including the Swing Loans owing to
Swing Lender, and Protective Advances owing to Agent, and the interests therein of each Lender,
from time to time and such register shall, absent manifest error, conclusively be presumed to be
correct and accurate.




          (g) Lenders’ Failure to Perform. All Advances (other than Swing Loans and Protective Advances)
shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is
understood that (i) no Lender shall be responsible for any failure by any other Lender to perform
its obligation to make any Advance (or other extension of credit) hereunder, nor shall any
Commitment of any Lender be increased or decreased as a result of any failure by any other Lender
to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations
hereunder shall excuse any other Lender from its obligations hereunder.




     2.4 Payments; Reductions of Commitments; Prepayments.



          (a) Payments by Borrowers.




               (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to
Agent’s Account for the account of the Lender Group and shall be made in immediately available
funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment
received by Agent later than 11:00 a.m. (California time) shall be deemed to have been received on
the following Business Day and any applicable interest or fee shall continue to accrue until such
following Business Day.



               (ii) Unless Agent receives notice from Administrative Borrower prior to the date on which any
payment is due to the Lenders that Borrowers will not make such payment in full as and when
required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on
such date in immediately available funds and Agent may (but shall not be so required), in reliance
upon such assumption, distribute to each Lender on such due date an amount equal to the amount then
due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the
date when due, each Lender severally shall repay to Agent on demand such amount distributed to such
Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date
such amount is distributed to such Lender until the date repaid.



          (b) Apportionment and Application.




               (i) So long as no Application Event has occurred and is continuing and except as otherwise
provided with respect to Defaulting Lenders, all principal and interest payments 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 (other
than fees or expenses that are for Agent’s separate account) 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)) 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 with respect to Defaulting Lenders, all payments remitted to Agent and all
proceeds of Collateral received by Agent shall be applied as follows:









 



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                    (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,



                    (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 (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), and



                    (K) eleventh, 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” means payment in cash of all amounts
owing under the Loan Documents, including loan fees, service fees, professional fees, interest (and
specifically including interest accrued after the commencement of any Insolvency Proceeding),
default interest, interest on interest, and expense reimbursements, whether or not 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 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 2.4 shall control and govern.



          (c) Reduction of Commitments. The Commitments shall terminate on the Maturity Date. Borrowers
may reduce the Commitments to an amount (which may be zero) not less than the sum of (A) the
Revolver Usage as of such date, plus (B) the principal amount of all Advances not yet made as to
which a request has been given by Borrowers under Section 2.3(a), plus (C) the amount of all
Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to
Section 2.11(a). Each such reduction shall be in an amount which is not less than $25,000,000
(unless the Commitments are being reduced to zero and the amount of the Commitments in effect
immediately prior to such reduction are less than $25,000,000) and integral multiples of $5,000,000
in excess thereof, shall be made by providing not less than 10 Business Days prior written notice
to Agent and shall be irrevocable. Once reduced, the Commitments may not be increased. Each such
reduction of the Commitments shall reduce the Commitments of each Lender proportionately in
accordance with its Pro Rata Share thereof.




          (d) Optional Prepayments.




               (i) Advances. Borrowers may prepay the principal of any Advance at any time in whole
or in part.



               (ii) [intentionally omitted]



          (e) Mandatory Prepayments.




               (i) Borrowing Base. If, at any time, (A) the Adjusted Revolver Usage on such date exceeds (B)
the Borrowing Base (such excess being referred to as the “Borrowing Base Excess”), then Borrowers
shall prepay the Obligations in accordance with Section 2.4(f) in an aggregate amount equal to the
Borrowing Base Excess (1) so long as a Borrowing Base Excess has not occurred more than two times
in the immediately preceding twelve month period, within 3 Business Days and (2) otherwise,
immediately.



               (ii) Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its
Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent
or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding
sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d),
(e), (k), (m)(i), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay
the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount
equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu
thereof) received by such Person in connection with such sales or dispositions; provided that, so
long as (A) no Default or Event of Default shall have occurred and is continuing or would result
therefrom, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers’
intention to apply such monies to the costs of replacement of the properties or assets that are the
subject of such sale or disposition or the cost of purchase or construction of other assets useful
in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in
which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries,
as applicable, complete such replacement, purchase, or construction within (1) 365 days after the
date of the initial receipt of such monies if such monies relate to the replacement of, or
construction in connection with, Real Property and (2) in all other cases, 180 days after the date
of the initial receipt of such monies, then the Loan Party whose assets were the subject of such
disposition shall have the option to apply such monies to the costs of replacement of the assets
that are the subject of such sale or disposition or the costs of purchase or construction of other
assets useful in the business of Parent or such Subsidiary unless and to the extent that such
applicable period shall have expired without such replacement, purchase, or construction being made
or completed, in









 




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               which case, any amounts remaining in the cash collateral account shall be paid to Agent and
applied in accordance with Section 2.4(f); provided, however, that the provisions of this Section
2.4(e)(ii) shall not apply to the voluntary or involuntary sale or disposition by Parent or any of
its Subsidiaries of assets where the aggregate Net Cash Proceeds of all such sales or dispositions
in any fiscal year are less than or equal to $5,000,000. Nothing contained in this Section
2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any
assets other than in accordance with Section 6.4.



          (f) Application of Payments. Each prepayment pursuant to Section 2.4(e)(i) or Section
2.4(e)(ii) shall, (i) so long as no Application Event shall have occurred and be continuing, be
applied, first, to the outstanding principal amount of the Advances until paid in full, and second,
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), 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(f), beginning with
cause (i) of this Section 2.4(f) hereof), and (ii) if an Application Event shall have occurred and
be continuing, be applied in the manner set forth in Section 2.4(b)(ii).




     2.5 Overadvances. If, at any time or for any reason, the amount of Obligations owed by
Borrowers to the Lender Group pursuant to Section 2.1 or Section 2.11 is greater than any of the
limitations set forth in Section 2.1 or Section 2.11, as applicable (an “Overadvance”), Borrowers
shall immediately pay to Agent, in cash, the amount of such excess, which amount shall be used by
Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b).
Borrowers jointly and severally promise to pay the Obligations (including principal, interest,
fees, costs, and expenses) in Dollars in full on the Maturity Date or, if earlier, on the date on
which the Obligations are declared due and payable pursuant to the terms of this Agreement.



     2.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.



          (a) Interest Rates. Except as provided in Section 2.6(c), all Obligations (except for undrawn
Letters of Credit and except for Bank Product Obligations) that have been charged to the Loan
Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows:




               (i) if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR
Rate plus the LIBOR Rate Margin, and



               (ii) otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.



          (b) Letter of Credit and Acceptance Fee. Borrowers shall pay Agent (for the ratable benefit of
the Lenders, subject to any agreements between Agent and individual Lenders), a Letter of Credit
and Acceptance fee (in addition to the charges, commissions, fees, and costs set forth in Section
2.11(e)) which shall accrue at a per annum rate equal to the LIBOR Rate Margin times the Daily
Balance of all outstanding Acceptances and the undrawn amount of all outstanding Letters of Credit.




          (c) Default Rate. Upon the occurrence and during the continuation of an Event of Default and
at the election Agent or the Required Lenders,




               (i) all Obligations (except for undrawn Letters of Credit and except for Bank Product
Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear
interest on the Daily Balance thereof at a per annum rate equal to 2 percentage points above the
per annum rate otherwise applicable hereunder, and



               (ii) the Letter of Credit and Acceptance fee provided for in Section 2.6(b) shall be increased
to 2 percentage points above the per annum rate otherwise applicable hereunder.



          (d) Payment. Except to the extent provided to the contrary in Section 2.10 or Section 2.12(a),
interest, Letter of Credit and Acceptance fees, all other fees payable hereunder or under any of
the other Loan Documents, and all











 



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          costs, expenses, and Lender Group Expenses payable hereunder or under any of the other Loan
Documents shall be due and payable, in arrears, on the first day of each month at any time that
Obligations or Commitments are outstanding. Borrowers hereby authorize Agent, from time to time
without prior notice to Borrowers, to charge all interest, Letter of Credit and Acceptance fees,
and all other fees payable hereunder or under any of the other Loan Documents (in each case, as and
when due and payable), all costs, expenses, and Lender Group Expenses payable hereunder or under
any of the other Loan Documents (in each case, as and when incurred), all charges, commissions,
fees, and costs provided for in Section 2.11(e) (as and when accrued or incurred), all fees and
costs provided for in Section 2.10 (as and when accrued or incurred), and all other payments as and
when due and payable under any Loan Document (including any amounts due and payable to the Bank
Product Providers in respect of Bank Products up to the amount of the Bank Product Reserve) to the
Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue
interest at the rate then applicable to Advances that are Base Rate Loans. Any interest, fees,
costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan
Document not paid when due shall be compounded by being charged to the Loan Account and shall
thereafter constitute Advances hereunder and shall accrue interest at the rate then applicable to
Advances that are Base Rate Loans.




          (e) Computation. All interest and fees chargeable under the Loan Documents shall be computed
on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period
during which the interest or fees accrue. In the event the Base Rate is changed from time to time
hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately
shall be increased or decreased by an amount equal to such change in the Base Rate.




          (f) Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or
rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the
highest rate permissible under any law that a court of competent jurisdiction shall, in a final
determination, deem applicable. Borrowers and the Lender Group, in executing and delivering this
Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated
within it; provided, however, that, anything contained herein to the contrary notwithstanding, if
said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable
law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for
the payment of such maximum as allowed by law, and payment received from Borrowers in excess of
such legal maximum, whenever received, shall be applied to reduce the principal balance of the
Obligations to the extent of such excess.




     2.7 Crediting Payments. The receipt of any payment item by Agent shall not be considered a
payment on account unless such payment item is a wire transfer of immediately available federal
funds made to Agent’s Account or unless and until such payment item is honored when presented for
payment. Should any payment item not be honored when presented for payment, then Borrowers shall be
deemed not to have made such payment and interest shall be calculated accordingly. Anything to the
contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only
if it is received into Agent’s Account on a Business Day on or before 11:00 a.m. (California time).
If any payment item is received into Agent’s Account on a non-Business Day or after 11:00 a.m.
(California time) on a Business Day, it shall be deemed to have been received by Agent as of the
opening of business on the immediately following Business Day.



     2.8 Designated Account. Agent is authorized to make the Advances, and each Issuing Lender is
authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other
instructions received from anyone purporting to be an Authorized Person or, without instructions,
if pursuant to Section 2.6(d). Administrative Borrower agrees to establish and maintain the
Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of
the Advances requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise
agreed by Agent and Administrative Borrower, any Advance or Swing Loan requested by Borrowers and
made by Agent or the Lenders hereunder shall be made to the Designated Account.



     2.9 Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on
its books in the name of Borrowers (the “Loan Account”) on which Borrowers will be charged with all
Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the
Lenders to Borrowers or for Borrowers’ account, the Letters of Credit issued or made by any Issuing
Lender for Borrowers’ account, the Acceptances accepted by any Issuing Lender or any Underlying
Issuer for Borrowers’ account, and with all other payment Obligations hereunder or under the other
Loan Documents (except for Bank Product Obligations), including, accrued interest, fees and
expenses, and Lender Group Expenses. In accordance with Section 2.7, the Loan Account will be
credited with all payments received by Agent from Borrowers or for Borrowers’ account. Agent shall
render monthly statements









 



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     regarding the Loan Account to Borrowers, including principal, interest, fees, and including an
itemization of all charges and expenses constituting Lender Group Expenses owing, and such
statements, absent manifest error, shall be conclusively presumed to be correct and accurate and
constitute an account stated between Borrowers and the Lender Group unless, within 45 days after
receipt thereof by Borrowers, Administrative Borrower shall deliver to Agent written objection
thereto describing the error or errors contained in any such statements.



     2.10 Fees. Borrowers shall pay to Agent,



          (a) for the account of Agent, as and when due and payable under the terms of the Fee Letter,
the fees set forth in the Fee Letter.




          (b) for the ratable account of those Lenders with Commitments, on the first day of each month
from and after the Closing Date up to the first day of the month prior to the Payoff Date and on
the Payoff Date, an unused line fee in an amount equal to the Applicable Unused Line Fee per annum
times the result of (i) the Maximum Revolver Amount, less (ii) the average Daily Balance of the
Revolver Usage during the immediately preceding month (or portion thereof).




     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 obligate itself to
reimburse 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 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, 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 in respect of (1) a lease of real
property, or (2) an employment contract. 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 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, 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










 



Page 14 of 54


               Bank Product Reserve, and (B) the outstanding amount of Advances.



          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 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, the Advance shall be in an amount equal to the Dollar Equivalent (rounded
upward to the nearest $0.01) of the 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, Borrowers’ obligation to pay the amount of such
Letter of Credit Disbursement to the applicable Issuing Lender shall be discharged and replaced by
the resulting Advance. If an Acceptance Disbursement is deemed to be an Advance hereunder,
Borrowers’ obligation to pay the amount of such Acceptance
Disbursement to the applicable Issuing
Lender shall be discharged and replaced by 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 in respect of a Letter of Credit
(or an amendment to 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 to 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










 



Page 15 of 54




          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 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 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 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, 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) 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.




          (e) 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.




          (f) 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










 



Page 16 of 54




          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, 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.




          (g) 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. 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.




     2.12 LIBOR Option.



          (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; (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.




          (b) LIBOR Election.




               (i) Borrowers may, at any time and from time to time, so long as no Event of Default has
occurred and is continuing, elect to exercise the LIBOR Option by notifying Agent prior to 11:00
a.m. (California time) at least 3 Business Days prior to the commencement of the proposed Interest
Period (the “LIBOR Deadline”). Notice of Borrowers’ election of the LIBOR Option for a permitted
portion of the Advances and an Interest Period pursuant to this Section shall be made by delivery
to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice
received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice
received by Agent prior to 5:00 p.m. (California time) on the same day). Promptly upon its receipt
of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.









 




Page 17 of 54


               (ii) Each LIBOR Notice shall be irrevocable and binding on Borrowers. In connection with each
LIBOR Rate Loan, Borrowers shall indemnify, defend, and hold Agent and the Lenders harmless against
any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment
of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan
other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow,
convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered
pursuant hereto (such losses, costs, or expenses, “Funding Losses”). A certificate of Agent or a
Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent
or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent
manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30
days of the date of its receipt of such certificate. If a payment of a LIBOR Rate Loan on a day
other than the last day of the applicable Interest Period would result in a Funding Loss, Agent
may, in its sole discretion at the request of Borrowers, hold the amount of such payment as cash
collateral in support of the Obligations until the last day of such Interest Period and apply such
amounts to the payment of the applicable LIBOR Rate Loan on such last day, it being agreed that
Agent has no obligation to so defer the application of payments to any LIBOR Rate Loan and that, in
the event that Agent does not defer such application, Borrowers shall be obligated to pay any
resulting Funding Losses.



               (iii) Borrowers shall have not more than 5 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.



          (c) Conversion. Borrowers may convert LIBOR Rate Loans to Base Rate Loans at any time;
provided, however, that in the event that LIBOR Rate Loans are converted or prepaid on any date
that is not the last day of the Interest Period applicable thereto, including as a result of any
automatic prepayment through the required application by Agent of proceeds of Parent’s and its
Subsidiaries’ Collections in accordance with Section 2.4(b) or for any other reason, including
early termination of the term of this Agreement or acceleration of all or any portion of the
Obligations pursuant to the terms hereof, Borrowers shall indemnify, defend, and hold Agent and the
Lenders and their Participants harmless against any and all Funding Losses in accordance with
Section 2.12 (b)(ii).




          (d) Special Provisions Applicable to LIBOR Rate.




               (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis
to take into account any additional or increased costs to such Lender of maintaining or obtaining
any eurodollar deposits or increased costs, in each case, due to changes in applicable law
occurring subsequent to the commencement of the then applicable Interest Period, including changes
in tax laws (except changes of general applicability in corporate income tax laws) and changes in
the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any
successor), excluding the Reserve Percentage, which additional or increased costs would increase
the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the
affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and
Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice
from the affected Lender, Borrowers may, by notice to such affected Lender (y) require such Lender
to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the
method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with
respect to which such adjustment is made (together with any amounts due under Section 2.12(b)(ii)).



               (ii) In the event that any change in market conditions or any law, regulation, treaty, or
directive, or any change therein or in the interpretation or application thereof, shall at any time
after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for
such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to
determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed
circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other
Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date
specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such
LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue
interest at the rate then applicable to Base Rate Loans, and (z) if Agent so elects by notice to
the Borrowers, Borrowers shall not be entitled to elect the LIBOR Option until such Lender
determines that it would no longer be unlawful or impractical to do so.



               (iii) If any Lender (any such Lender, a “Non-LIBOR Lender”) delivers a notice to
Agent pursuant to









 



Page 18 of 54


               Section 2.12(d)(ii) stating that a change in market conditions or any law, regulation, treaty,
or directive, or any change therein or in the interpretation or application thereof, shall at any
time after the date hereof, in the reasonable opinion of such Lender, make it unlawful or
impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or
maintaining, or to determine or charge interest rates at the LIBOR Rate (any such situation, a
“LIBOR Event”), then such Non-LIBOR Lender shall use reasonable efforts to promptly, and in any
event within 30 days, designate a different one of its lending offices or to assign its rights and
obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of
such Non-LIBOR Lender, such designation or assignment would eliminate impact of the LIBOR Event,
and (ii) in the reasonable judgment of such Non-LIBOR Lender, such designation or assignment would
not subject it to any material unreimbursed cost or expense and would not otherwise be materially
disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses
incurred by such Non-LIBOR Lender in connection with any such designation or assignment. If, after
such reasonable efforts or the expiration of such 30 day period, such Non-LIBOR Lender does not so
designate a different one of its lending offices or assign its rights to another of its offices or
branches so as to eliminate the impact of the LIBOR Event, as applicable, then Borrowers (without
prejudice to any amounts then due to such Non-LIBOR Lender under this Agreement) may, unless prior
to the effective date of any such assignment the Non-LIBOR Lender withdraws its notice of the
occurrence of the LIBOR Event, seek a substitute Lender reasonably acceptable to Agent to purchase
the Obligations owed to such Non-LIBOR Lender and such Non-LIBOR Lender’s Commitments hereunder (a
“LIBOR Replacement Lender”), and if such LIBOR Replacement Lender agrees to such purchase, such
Non-LIBOR Lender shall assign to the LIBOR Replacement Lender its Obligations and Commitments,
pursuant to an Assignment and Acceptance Agreement, and upon such purchase by the LIBOR Replacement
Lender, such LIBOR Replacement Lender shall be deemed to be a “Lender” for purposes of this
Agreement and such Non-LIBOR Lender shall cease to be a “Lender” for purposes of this Agreement.



          (e) No Requirement of Matched Funding. Anything to the contrary contained herein
notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually
to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest
accrues at the LIBOR Rate.




     2.13 Capital Requirements.



          (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 requirements for banks or bank holding
companies, or any change in the interpretation 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 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.




          (b) If any Lender requests additional or increased costs referred to in Section 2.12(d)(i),
Section 2.11(d)(ii), or amounts under Section 2.13(a) (any such Lender, an “Affected Lender”), then
such Affected Lender shall use reasonable efforts to promptly, and in any event within 30 days,
designate a different one of its lending offices or to










 



Page 19 of 54




          assign its rights and obligations hereunder to another of its offices or branches, if (i) in
the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or
reduce amounts payable pursuant to Section 2.12(d)(i) or Section 2.13(a), as applicable, and (ii)
in the reasonable judgment of such Affected Lender, such designation or assignment would not
subject it to any material unreimbursed cost or expense and would not otherwise be materially
disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses
incurred by such Affected Lender in connection with any such designation or assignment. If, after
such reasonable efforts or the expiration of such 30 day period, such Affected Lender does not so
designate a different one of its lending offices or assign its rights to another of its offices or
branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender
pursuant to Section 2.12(d)(i), Section 2.12(d)(ii) or Section 2.13(a), as applicable, then
Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.12(d)(i), Section 2.12(d)(ii) or Section 2.13(a), as applicable) may, unless prior to the effective
date of any such assignment the Affected Lender withdraws its request for such additional amounts
under Section 2.12(d)(i), Section 2.12(d)(ii) or Section 2.13(a), as applicable, seek a substitute
Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and
such Affected Lender’s Commitments hereunder (a “Replacement Lender”), and if such Replacement
Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its
Obligations and Commitments, pursuant to an Assignment and Acceptance Agreement, and upon such
purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for
purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of
this Agreement.




     2.14 Joint and Several Liability of Borrowers.



          (a) Each Borrower is accepting joint and several liability hereunder and under the other Loan
Documents in consideration of the financial accommodations to be provided by the Lender Group under
this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in
consideration of the undertakings of the other Borrowers to accept joint and several liability for
the Obligations.




          (b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not
merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers,
with respect to the payment and performance of all of the Obligations (including any Obligations
arising under this Section 2.14), it being the intention of the parties hereto that all the
Obligations shall be the joint and several obligations of each Borrower without preferences or
distinction among them.




          (c) If and to the extent that any Borrower shall fail to make any payment with respect to any
of the Obligations as and when due or to perform any of the Obligations in accordance with the
terms thereof, then in each such event the other Borrowers will make such payment with respect to,
or perform, such Obligation.




          (d) The Obligations of each Borrower under the provisions of this Section 2.14 constitute the
absolute and unconditional, full recourse Obligations of each Borrower enforceable against each
Borrower to the full extent of its properties and assets, irrespective of the validity, regularity
or enforceability of the provisions of this Agreement (other than this Section 2.14(d)) or any
other circumstances whatsoever.




          (e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives
notice of acceptance of its joint and several liability, notice of any Advances or Letters of
Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event
of Default, or of any demand for any payment under this Agreement, notice of any action at any time
taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement
of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all
demands, notices and other formalities of every kind in connection with this Agreement (except as
otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any
extension or postponement of the time for the payment of any of the Obligations, the acceptance of
any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver,
consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any
default by any Borrower in the performance or satisfaction of any term, covenant, condition or
provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in
respect of any of the Obligations, and the taking, addition, substitution or release, in whole or
in part, at any time or times, of any security for any of the Obligations or the addition,
substitution or release, in whole or in part, of any Borrower. Without limiting the generality of
the foregoing, each Borrower assents to any other action or delay in acting or failure to act on
the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of
its respective Obligations, including, without limitation, any failure strictly or diligently to
assert any right or to pursue any remedy










 



Page 20 of 54




          or to comply fully with applicable laws or regulations thereunder, which might, but for the
provisions of this Section 2.14 afford grounds for terminating, discharging or relieving any
Borrower, in whole or in part, from any of its Obligations under this Section 2.14, it being the
intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied,
the Obligations of each Borrower under this Section 2.14 shall not be discharged except by
performance and then only to the extent of such performance. The Obligations of each Borrower under
this Section 2.14 shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any
other Borrower or any Agent or Lender.




          (f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently
informed of the financial condition of Borrowers and of all other circumstances which a diligent
inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower
further represents and warrants to Agent and Lenders that such Borrower has read and understands
the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower
will continue to keep informed of Borrowers’ financial condition, the financial condition of other
guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or
nonperformance of the Obligations.




          (g) Each Borrower waives all rights and defenses arising out of an election of remedies by
Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with
respect to security for a guaranteed obligation, has destroyed Agent’s or such Lender’s rights of
subrogation and reimbursement against such Borrower by the operation of Section 580(d) of the
California Code of Civil Procedure or otherwise.




          (h) [intentionally omitted].




          (i) The provisions of this Section 2.14 are made for the benefit of Agent, each member of the
Lender Group, 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, 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.




          (j) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or
subrogation against any other Borrower with respect to any liability incurred by it hereunder or
under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to
any of the Obligations or any collateral security therefor until such time as all of the
Obligations have been paid in full in cash. Any claim which any Borrower may have against any other
Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder or
under any other Loan Documents are hereby expressly made subordinate and junior in right of
payment, without limitation as to any increases in the Obligations arising hereunder or thereunder,
to the prior payment in full in cash of the Obligations and, in the event of any insolvency,
bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of
any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or
involuntary, all such Obligations shall be paid in full in cash before any payment or distribution
of any character, whether in cash, securities or other property, shall be made to any other
Borrower therefor. Notwithstanding anything to the contrary contained in this Section 2.14, no
Borrower shall exercise any rights of subrogation, contribution, indemnity, reimbursement or other
similar rights against, and shall not proceed or seek recourse against or with respect to any
property or asset of, any other Borrower (the “Foreclosed Borrower”), including after payment in
full of the Obligations, if all or any portion of the Obligations have been satisfied in connection
with an exercise of remedies in respect of the capital Stock of such Foreclosed Borrower whether
pursuant to the Security Agreement or otherwise.




          (k) Each Borrower hereby agrees that, after the occurrence and during the continuance of any
Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing
by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash
of the Obligations. Each Borrower hereby agrees that after the occurrence and during the
continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise
attempt to collect any indebtedness of any other Borrower owing to such Borrower until










 



Page 21 of 54




          the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing
sentence, such Borrower shall collect, enforce or receive any amounts in respect of such
indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee
for Agent, and such Borrower shall deliver any such amounts to Agent for application to the
Obligations in accordance with Section 2.4(b).




3. CONDITIONS; TERM OF AGREEMENT.




     3.1 Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to
make its initial extension of credit provided for hereunder, is subject to the fulfillment, to the
satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule
3.1 (the making of such initial extension of credit by a Lender being conclusively deemed to be its
satisfaction or waiver of the conditions precedent ).



     3.2 Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or
any member thereof) to make any Advances hereunder (or to extend any other credit hereunder) at any
time shall be subject to the following conditions precedent:



          (a) the representations and warranties of Parent or its Subsidiaries contained in this
Agreement or in 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 of such
extension of credit, as though made on and as of such date (except to the extent that such
representations and warranties relate solely to an earlier date); and




          (b) no Default or Event of Default shall have occurred and be continuing on the date of such
extension of credit, nor shall either result from the making thereof.




     3.3 Maturity. This Agreement shall continue in full force and effect for a term ending on June
30, 2013 (the “Maturity Date”). The foregoing notwithstanding, the Lender Group, upon the election
of the Required Lenders, shall have the right to terminate its obligations under this Agreement
immediately and without notice upon the occurrence and during the continuation of an Event of
Default.



     3.4 Effect of Maturity. On the Maturity Date, all commitments to provide additional credit
hereunder shall automatically be terminated and all Obligations (including contingent reimbursement
obligations of Borrowers with respect to outstanding Letters of Credit, Acceptances, and including
all Bank Product Obligations) immediately shall become due and payable without notice or demand
(including the requirement that Borrowers provide (a) Letter of Credit Collateralization, and (b)
Bank Product Collateralization). No termination of the obligations of the Lender Group shall
relieve or discharge any Loan Party of its duties, Obligations, or covenants hereunder or under any
other Loan Document and Agent’s Liens in the Collateral shall remain in effect until all
Obligations have been paid in full. When all of the Obligations have been paid in full and the
Lender Group’s obligations to provide additional credit under the Loan Documents have been
terminated irrevocably, Agent will, at Borrowers’ sole expense, execute and deliver any termination
statements, lien releases, discharges of security interests, and other similar discharge or release
documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of
record, Agent’s Liens and all notices of security interests and liens previously filed by Agent
with respect to the Obligations.



     3.5 Early Termination by Borrowers. Borrowers have the option, at any time upon 10 Business
Days prior written notice to Agent, to terminate this Agreement and terminate the Commitments
hereunder by paying to Agent the Obligations (including (a) providing Letter of Credit
Collateralization with respect to the then existing Letter of Credit Usage, and (b) providing Bank
Product Collateralization with respect to the then existing Bank Products), in full.



     3.6 Conditions Subsequent. The obligation of the Lender Group (or any member thereof) to
continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on
or before the date applicable thereto, of the conditions subsequent set forth on Schedule 3.6 (the
failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when
required by the terms thereof, shall constitute an immediate Event of Default).



4. REPRESENTATIONS AND WARRANTIES.












 



Page 22 of 54




          In order to induce the Lender Group to enter into this Agreement, each Borrower makes the
following representations and warranties to the Lender Group which shall be 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), as of the Closing Date, and shall be 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), as of the
date of the making of each Advance (or other extension of credit) made thereafter, as though made
on and as of the date of such Advance (or other extension of credit) (except to the extent that
such representations and warranties relate solely to an earlier date) and such representations and
warranties shall survive the execution and delivery of this Agreement:




     4.1 Due Organization and Qualification; Subsidiaries.



          (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of
the jurisdiction of its organization, (ii) 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) Except as described on Schedule 4.1(b), Parent is not subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital
Stock or any security convertible into or exchangeable for any of its capital Stock.




          (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect
changes permitted to be made under Section 5.11), is a complete and accurate list of the Loan
Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of
common and preferred Stock authorized for each of such Subsidiaries, and (ii) the number and the
percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All
of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid
and non-assessable.




          (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or
calls relating to any shares of Parent’s Subsidiaries’ capital Stock, including any right of
conversion or exchange under any outstanding security or other instrument. Neither Parent nor any
of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of Parent’s Subsidiaries’ capital Stock or any security
convertible into or exchangeable for any such capital Stock.




     4.2 Due Authorization; No Conflict.



          (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the
Loan Documents to which it is a party have been duly authorized by all necessary action on the part
of such Loan Party.




          (b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the
Loan Documents to which it is a party do not and will not (i) violate any material provision of
federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the
Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any
court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) 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 any Loan Party 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, (iii) result in or require the creation or imposition of any
Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or
(iv) require any approval of any Loan Party’s interestholders or any approval or consent of any
Person under any Material Contract of any Loan Party, 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.




     4.3 Governmental Consents. The execution, delivery, and performance by each Loan Party of the
Loan Documents to which such Loan Party is a party and the consummation of the transactions
contemplated by the Loan










 



Page 23 of 54


     Documents do not and will not require any registration with, consent, or approval of, or
notice to, or other action with or 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.



     4.4 Binding Obligations; Perfected Liens.



          (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party
thereto and is 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.




          (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles
and (ii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as
permitted by Section 6.11, and subject only to the filing of financing statements and the
recordation of the Copyright Security Agreement, in each case, in the appropriate filing offices),
and first priority Liens, subject only to Permitted Liens.




     4.5 Title to Assets; No Encumbrances. Each of the Loan Parties and its Subsidiaries has (i)
good, sufficient and legal title to (in the case of fee interests in Real Property), (ii) valid
leasehold interests in (in the case of leasehold interests in real or personal property), and (iii)
good and marketable title to (in the case of all other personal property), all of their respective
assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in
each case except for (y) those assets that are not necessary for the conduct of the business of the
Loan Parties and their Subsidiaries, taken as a whole, or (z) assets disposed of since the date of
such financial statements to the extent such disposition is permitted hereby. All of such assets
are free and clear of Liens except for Permitted Liens.


     4.6 Jurisdiction of Organization; Location of Chief Executive Office; Organizational
Identification Number; Commercial Tort Claims.



          (a) The name of (within the meaning of Section 9-503 of the Code) and jurisdiction of
organization of each Loan Party and each of its Subsidiaries is set forth on Schedule 4.6(a) (as
such Schedule may be updated from time to time to reflect changes permitted to be made under
Section 6.5).




          (b) The chief executive office of each Loan Party and each of its Subsidiaries is located at
the address indicated on Schedule 4.6(b) (as such Schedule may be updated from time to time to
reflect changes permitted to be made under Section 5.15).




          (c) Each Loan Party’s and each of its Subsidiaries’ tax identification numbers and
organizational identification numbers, if any, are identified on Schedule 4.6(c) (as such Schedule
may be updated from time to time to reflect changes permitted to be made under Section 6.5).




          (d) As of the Closing Date, no Loan Party and no Subsidiary of a Loan Party holds any
commercial tort claims that exceed $1,000,000 in amount, except as set forth on Schedule 4.6(d).




     4.7 Litigation.



          (a) There are no actions, suits, or proceedings pending or, to the Knowledge of Parent,
threatened in writing against a Loan Party or any of its Subsidiaries that either individually or
in the aggregate could reasonably be expected to result in a Material Adverse Change.




          (b) Schedule 4.7(b) sets forth a complete and accurate description, with respect to each of
the actions, suits, or proceedings with asserted liabilities in excess of, or that, if determined
adversely, could reasonably be expected to result in liabilities in excess of, $5,000,000 that, as
of the Closing Date, is pending or, to the Knowledge of Parent, threatened against a Loan Party or
any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature
of the dispute that is the subject of such actions, suits, or proceedings, (iii) the status, as of
the Closing Date, with respect to such actions, suits, or proceedings, and (iv) whether any
liability of the Loan Parties’ and their










 



Page 24 of 54




          Subsidiaries in connection with such actions, suits, or proceedings is covered by
insurance.




     4.8 Compliance with Laws. No Loan Party nor any of its Subsidiaries (a) is in violation of any
applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws)
that, individually or in the aggregate, could reasonably be expected to result in a Material
Adverse Change, or (b) is subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign,
that, individually or in the aggregate, could reasonably be expected to result in a Material
Adverse Change.



     4.9 No Material Adverse Change. All historical financial statements relating to the Loan
Parties and their Subsidiaries that have been delivered by Borrowers to Agent have been prepared in
accordance with GAAP (except, in the case of unaudited financial statements, for the lack of
footnotes and being subject to year-end audit adjustments) and present fairly in all material
respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date
thereof and results of operations for the period then ended. Since March 31, 2009, no event,
circumstance, or change has occurred that has or could reasonably be expected to result in a
Material Adverse Change with respect to the Loan Parties and their Subsidiaries.



     4.10 Fraudulent Transfer.



          (a) Each Loan Party is Solvent.




          (b) No transfer of property is being made by any Loan Party and no obligation is being
incurred by any Loan Party in connection with the transactions contemplated by this Agreement or
the other Loan Documents with the intent to hinder, delay, or defraud either present or future
creditors of such Loan Party.




     4.11 Employee Benefits. No Loan Party, none of their Subsidiaries, nor any of their ERISA
Affiliates maintains or contributes to any Benefit Plan.



     4.12 Environmental Condition. Except as set forth on Schedule 4.12, (a) to Parent’s Knowledge,
no Loan Party’s or its Subsidiaries’ properties or assets has ever been used by a Loan Party, its
Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle,
treat, release, or transport, any Hazardous Materials, where such disposal, production, storage,
handling, treatment, release or transport was in violation, in any material respect, of any
applicable Environmental Law, (b) to Parent’s Knowledge, no Loan Party’s or its Subsidiaries’
properties or assets has ever been designated or identified in any manner pursuant to any
environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any
of its Subsidiaries has received notice that a Lien arising under any Environmental Law has
attached to any revenues or to any Real Property owned or operated by a Loan Party or its
Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective
facilities or operations is subject to any outstanding written order, consent decree, or settlement
agreement with any Person relating to any Environmental Law or Environmental Liability that,
individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Change.



     4.13 Intellectual Property. Each Loan Party and its Subsidiaries own, or hold licenses in, all
trademarks, trade names, copyrights, patents, and licenses that are necessary to the conduct of its
business as currently conducted, taken as a whole. Attached hereto as Schedule 4.13 (as updated
from time to time) is a true, correct, and complete listing of all material registered trademarks,
registered trade names, registered copyrights, registered patents, and licenses as to which Parent
or one of its Subsidiaries is the owner or is an exclusive licensee; provided, however, that
Borrowers may amend Schedule 4.13 to add or remove intellectual property on Schedule 4.13 by
written notice to Agent on a quarterly basis as required in Schedule 5.2.


     4.14 Leases. Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession
under all leases material to their business and to which they are parties or under which they are
operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting
and no material default by the applicable Loan Party or its Subsidiaries exists under any of them.



     4.15 Deposit Accounts and Securities Accounts. Set forth on Schedule 4.15 (as updated pursuant
to the provisions of the Security Agreement from time to time) is a listing of all of the Loan
Parties’ Deposit Accounts and










 




Page 25 of 54


     Securities Accounts, including, with respect to each bank or securities intermediary (a) the
name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities
Accounts maintained with such Person.



     4.16 Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf
of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information
contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection
with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein
is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf
of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate,
in all material respects, on the date as of which such information is dated or certified and not
incomplete by omitting to state any fact necessary to make such information (taken as a whole) not
misleading in any material respect at such time in light of the circumstances under which such
information was provided. On the Closing Date, the Projections that were most recently delivered to
Agent (and were accepted by Agent) represent, and as of the date on which any other Projections are
delivered to Agent, such additional Projections represent Borrowers’ good faith estimate of the
Loan Parties’ and their Subsidiaries future performance for the periods covered thereby based upon
assumptions believed by Borrowers to be reasonable at the time of the delivery thereof to Agent (it
being understood that such Projections are subject to uncertainties and contingencies, many of
which are beyond the control of the Loan Parties and their Subsidiaries and no assurances can be
given that such Projections will be realized and actual results may differ in a material manner
from such Projections).



     4.17 Material Contracts. Set forth on Schedule 4.17 (as updated from time to time) is a list
of the Material Contracts of each Loan Party and its Subsidiaries; provided, however, that
Borrowers may amend Schedule 4.17 to add additional Material Contracts not included on Schedule
4.17 by written notice to Agent (which notice shall specify the additions to such schedule and
provide a copy of such new Material Contracts) on a quarterly basis as required in Schedule 5.2.
Except for matters which, either individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Change, each Material Contract (other than those that have expired
at the end of their normal terms) (a) is in full force and effect and is binding upon and
enforceable against the applicable Loan Party or its Subsidiary and, to Parent’s Knowledge, each
other Person that is a party thereto in accordance with its terms, (b) has not been otherwise
amended or modified (other than amendments or modifications permitted by Section 6.7(b)), and (c)
is not in default due to the action or inaction of the applicable Loan Party or its Subsidiary.



     4.18 Patriot Act. To the extent applicable, each Loan Party is in compliance, in all material
respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA Patriot Act of 2001) (the “Patriot Act”). No part of the proceeds of the loans made
hereunder will be used, directly or indirectly, for any payments to any governmental official or
employee, political party, official of a political party, candidate for political office, or anyone
else acting in an official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as
amended.


     4.19 Indebtedness. Set forth on Schedule 4.19 is a true and complete list of all Indebtedness
of each Loan Party and each of its Subsidiaries outstanding immediately prior to the Closing Date
that is to remain outstanding after the Closing Date and such Schedule accurately sets forth the
aggregate principal amount of such Indebtedness as of the Closing Date.



     4.20 Payment of Taxes. Except as otherwise permitted under Section 5.5, all tax returns and
reports of each Loan Party and its Subsidiaries required to be filed by any of them have been
timely filed, and all taxes shown on such tax returns to be due and payable and all assessments,
fees and other governmental charges upon a Loan Party and its Subsidiaries and upon their
respective assets, income, businesses and franchises that are due and payable have been paid when
due and payable. Each Loan Party and each of its Subsidiaries have made adequate provision in
accordance with GAAP for all taxes not yet due and payable. No Borrower knows of any proposed tax
assessment against a Loan Party or any of its Subsidiaries that is not being actively contested by
such Loan Party or such Subsidiary diligently, in good faith, and by appropriate proceedings;
provided such reserves or other appropriate provisions, if any, as shall be required in conformity
with GAAP shall have been made or provided therefor. No Loan Party nor any of its Subsidiaries has
ever been a party to any understanding or arrangement constituting a “tax shelter” within the
meaning of Section 6662(d)(2)(C)(ii) of the IRC, or has ever “participated” in a “reportable
transaction” or “listed transaction” within the meaning of Section 6707A(c) of the IRC, except as
would not be reasonably expected to, individually or in










 




Page 26 of 54


     the aggregate, result in a Material Adverse Change.



     4.21 Margin Stock. No Loan Party nor any of its Subsidiaries is engaged principally, or as one
of its important activities, in the business of extending credit for the purpose of purchasing or
carrying any Margin Stock. No part of the proceeds of the loans made to Borrowers will be used to
purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing
or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the
provisions of Regulation T, U or X of said Board of Governors.



     4.22 Governmental Regulation. No Loan Party nor any of its Subsidiaries is subject to
regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur Indebtedness or which
may otherwise render all or any portion of the Obligations unenforceable. No Loan Party nor any of
its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered
investment company” or a “principal underwriter” of a “registered investment company” as such terms
are defined in the Investment Company Act of 1940.



     4.23 OFAC. No Loan Party nor any of its Subsidiaries is in violation of any of the country or
list based economic and trade sanctions administered and enforced by OFAC. No Loan Party nor any of
its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has more than 10% of its
assets located in Sanctioned Entities, or (c) derives more than 10% of its revenues from
investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any
Advance will not be used to fund any operations in, finance any investments or activities in, or
make any payments to, a Sanctioned Person or a Sanctioned Entity.



     4.24 Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or,
to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries before any
Governmental Authority and no grievance or arbitration proceeding pending or threatened against any
Parent or any of its Subsidiaries which arises out of or under any collective bargaining agreement,
(ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or
threatened against Parent or any of its Subsidiaries, or (iii) to the Knowledge of Parent, no union
representation question existing with respect to the employees of Parent or any of its Subsidiaries
and no union organizing activity taking place with respect to any of the employees of Parent or any
of its Subsidiaries. None of Parent or any of its Subsidiaries has incurred any liability or
obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which
remains unpaid or unsatisfied. The hours worked and payments made to employees of Parent or its
Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable
legal requirements, except to the extent such violations could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Change. All material payments due
from Parent or any of its Subsidiaries on account of wages and employee health and welfare
insurance and other benefits have been paid or accrued as a liability on the books of Borrower,
except where the failure to do so could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Change.



	 	 	 

	4.25	 	[Intentionally Omitted]

	 	 	 

	4.26	 	[Intentionally Omitted]

	 	 	 

	4.27	 	[Intentionally Omitted]







     4.28 Eligible Accounts. As to each Account that is identified by Borrowers as an Eligible
Account in a Borrowing Base Certificate submitted to Agent, such Account is (a) a bona fide
existing payment obligation of the applicable Account Debtor created by the sale and delivery of
Inventory or the rendition of services to such Account Debtor in the ordinary course of Borrowers’
business, (b) owed to a Borrower without any known defenses, disputes, offsets, counterclaims, or
rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of
the excluding criteria set forth in the definition of Eligible Accounts.



     4.29 Eligible Inventory. As to each item of Inventory that is identified by Borrowers as
Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of
good and merchantable quality, free from known defects, and (b) not excluded as ineligible by
virtue of one or more of the excluding criteria set forth in the definition of Eligible Inventory.



     4.30 Locations of Inventory and Equipment. Except as described on Schedule 4.30(a), the
Inventory and Equipment (other than vehicles or Equipment out for repair) of the Loan Parties are
not stored with a bailee,









 



Page 27 of 54



     warehouseman, or similar party and are located only at, or in-transit between, the locations
identified on Schedule 4.30(b) (as such Schedule may be updated pursuant to Section 5.15).



     4.31 Inventory Records. Each Loan Party keeps correct and accurate records itemizing and
describing the type, quality, and quantity of its and its Subsidiaries’ Inventory and the book
value thereof.



5. AFFIRMATIVE COVENANTS.




          Each Borrower covenants and agrees that, until termination of all of the Commitments and
payment in full of the Obligations, the Borrowers shall and shall cause each of their Subsidiaries
to comply with each of the following:




     5.1 Financial Statements, Reports, Certificates. Deliver to Agent, with sufficient copies for
the Lenders, each of the financial statements, reports, and other items set forth on Schedule 5.1
at the times specified therein. In addition, each Borrower agrees that no Subsidiary of a Loan
Party will have a fiscal year different from that of Parent. In addition, Parent agrees to maintain
a system of accounting that enables Parent to produce financial statements in accordance with GAAP.
Each Loan Party shall also (a) keep a reporting system that shows all additions, sales, claims,
returns, and allowances with respect to its and its Subsidiaries’ sales, and (b) maintain its
billing systems/practices as approved by Agent prior to the Closing Date and shall only make
material modifications thereto with notice to, and with the consent of, Agent.



     5.2 Collateral Reporting. Provide Agent (and if so requested by Agent, with copies for each
Lender) with each of the reports set forth on Schedule 5.2 at the times specified therein. In
addition, Borrowers agree to use commercially reasonable efforts in cooperation with Agent to
facilitate and implement a system of electronic collateral reporting in order to provide electronic
reporting of each of the items set forth above.



     5.3 Existence. Except as otherwise permitted under Section 6.3, at all times maintain and
preserve in full force and effect its existence (including being in good standing in its
jurisdiction of organization) and all rights and franchises, licenses and permits material to its
business; provided, however, that no Loan Party or any of its Subsidiaries shall be required to
preserve any such right or franchise, licenses or permits if such Person’s board of directors (or
similar governing body) shall determine that the preservation thereof is no longer desirable in the
conduct of the business of such Person, and that the loss thereof is not disadvantageous in any
material respect to such Person or to the Lenders.



     5.4 Maintenance of Properties. Maintain and preserve all of its assets that are necessary in
the proper conduct of the business of Parent and its Subsidiaries, taken as a whole, in good
working order and condition, ordinary wear, tear, and casualty excepted and Permitted Dispositions
excepted, and comply with the material provisions of all material leases to which it is a party as
lessee, so as to prevent the loss or forfeiture thereof, unless such provisions are the subject of
a Permitted Protest.



     5.5 Taxes. Cause all assessments and taxes imposed, levied, or assessed against any Loan Party
or its Subsidiaries, or any of their respective assets or in respect of any of its income,
businesses, or franchises to be paid in full, before delinquency or before the expiration of any
extension period, except to the extent that the validity of such assessment or tax shall be the
subject of a Permitted Protest and so long as, in the case of an assessment or tax that has or may
become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay
the sale of any portion of the Collateral to satisfy such assessment or tax. Parent will and will
cause each of its Subsidiaries to make timely payment or deposit of all tax payments and
withholding taxes required of it and them by applicable laws, including those laws concerning
F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon
request, furnish Agent with proof reasonably satisfactory to Agent indicating that Parent and its
Subsidiaries have made such payments or deposits.



     5.6 Insurance. At Borrowers’ expense, maintain insurance respecting each of the Loan Parties’
and their Subsidiaries’ assets wherever located, covering loss or damage by fire, theft, explosion,
and all other hazards and risks as ordinarily are insured against by other Persons engaged in the
same or similar businesses. Borrowers also shall maintain (with respect to each of the Loan Parties
and their Subsidiaries) business interruption, general liability, and product liability insurance,
as well as insurance against larceny, embezzlement, and criminal misappropriation. All such




 











 





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     policies of insurance shall be with responsible and reputable insurance companies and in such
amounts as is carried generally in accordance with sound business practice by companies in similar
businesses similarly situated and located and in any event in amount, adequacy and scope reasonably
satisfactory to Agent. All property insurance policies covering the Collateral are to be made
payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case
of loss, pursuant to a standard loss payable endorsement with a standard non contributory “lender”
or “secured party” clause and are to contain such other provisions as Agent may reasonably require
to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such
policies. All certificates of property and general liability insurance are to be delivered to
Agent, with the loss payable (but only in respect of Collateral) and additional insured
endorsements in favor of Agent and shall provide for not less than 30 days (10 days in the case of
non-payment) prior written notice to Agent of the exercise of any right of cancellation. If
Borrowers fail to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’
expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of
the insurance companies, the adequacy of the coverage, or the collection of claims. Borrowers shall
give Agent prompt notice of any loss exceeding $1,000,000 covered by its casualty or business
interruption insurance. Upon the occurrence and during the continuance of an Event of Default,
Agent shall have the sole right to file claims under any property and general liability insurance
policies in respect of the Collateral, to receive, receipt and give acquittance for any payments
that may be payable thereunder, and to execute any and all endorsements, receipts, releases,
assignments, reassignments or other documents that may be necessary to effect the collection,
compromise or settlement of any claims under any such insurance policies.




     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 so long as no Event of Default shall have occurred and be continuing, the
Borrowers shall not be obligated to reimburse Agent for (a) more than 4 audits or field exams
during any calendar year or (b) more than 2 appraisals of the Collateral during any calendar year.



     5.8 Compliance with Laws. Comply with the requirements of all applicable laws, rules,
regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and
orders the non-compliance with which, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Change.



     5.9 Environmental.



          (a) Keep any property either owned or operated by Parent or its Subsidiaries free of any
Environmental Liens or post bonds or other financial assurances sufficient to satisfy the
obligations or liability evidenced by such Environmental Liens,



          (b) comply, in all material respects, with Environmental Laws and provide to Agent
documentation of such compliance which Agent reasonably requests,



          (c) promptly notify Agent of any release of which Parent has Knowledge of a Hazardous Material
in any reportable quantity from or onto property owned or operated by Parent or its Subsidiaries
and take any Remedial Actions required to abate said release or otherwise to come into compliance,
in all material respects, with applicable Environmental Law, and



          (d) promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent
with written notice of any of the following: (i) notice that an Environmental Lien has been filed
against any of the real or personal property of Parent or its Subsidiaries, (ii) commencement of
any Environmental Action or notice that an Environmental Action will be filed against Parent or its
Subsidiaries, and (iii) notice of a violation, citation, or other administrative order under
Environmental Laws which could reasonably be expected to result in a Material Adverse Change.



     5.10 Disclosure Updates. Promptly and in no event later than 5 Business Days after
obtaining Knowledge thereof, notify Agent if any written information, exhibit, or report furnished
to the Lender Group contained, at the time it was furnished, any untrue statement of a material
fact or omitted to state any material fact necessary to make the statements contained therein not
misleading in light of the circumstances in which made. The foregoing to the contrary









 



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     notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the
effect of the prior untrue statement of a material fact or omission of any material fact nor shall
any such notification have the effect of amending or modifying this Agreement or any of the
Schedules hereto.




     5.11 Formation of Subsidiaries; Yale as a Guarantor.



          (a) At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any
direct or indirect Subsidiary after the Closing Date other than an Immaterial Subsidiary, such Loan
Party shall (a) within 10 days of such formation or acquisition cause any such new Subsidiary to
provide to Agent a joinder to the Guaranty (or, at the election of Parent and so long as Agent
receives a field examination of such Subsidiary and appraisal of the assets of such Subsidiary, in
each case, in form and substance satisfactory to Agent, a joinder to this Agreement) and the
Security Agreement, together with such other security documents, as well as appropriate financing
statements, all in form and substance reasonably satisfactory to Agent (including being sufficient
to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets (other than
Real Property and Equipment) of such newly formed or acquired Subsidiary); provided that
the Guaranty, the Security Agreement, and such other security documents shall not be required to be
provided to Agent with respect to any Subsidiary of Parent that is a CFC, (b) within 10 days of
such formation or acquisition (or such later date as permitted by Agent in its sole discretion)
provide to Agent a pledge agreement and appropriate certificates and powers or financing
statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary
reasonably satisfactory to Agent; provided that only 65% of the total outstanding voting
Stock of any first tier Subsidiary of any Loan Party that is a CFC and none of the total
outstanding voting Stock of any other Subsidiary of such CFC shall be required to be pledged (which
pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such
Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as
permitted by Agent in its sole discretion) provide to Agent all other documentation, including one
or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate
with respect to the execution and delivery of the applicable documentation referred to above. Any
document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall
be a Loan Document.



          (b) Within 10 Business Days following the date that the Indebtedness of Yale owing pursuant to
the Yale Loan Documents has been repaid in full, Parent agrees to cause Yale (a) to provide to
Agent a joinder to the Guaranty and the Security Agreement, as well as appropriate financing
statements, all in form and substance reasonably satisfactory to Agent (including being sufficient
to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets (other than
Real Property and Equipment) of Yale, and (b) to provide to Agent all other documentation,
including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is
appropriate with respect to the execution and delivery of the applicable documentation referred to
above. Any document, agreement, or instrument executed or issued pursuant to this Section
5.11 shall be a Loan Document.



     5.12 Further Assurances. At any time upon the reasonable request of Agent, execute or
deliver to Agent any and all financing statements, fixture filings, security agreements, pledges,
assignments, endorsements of certificates of title, mortgages, deeds of trust, opinions of counsel,
and all other documents (collectively, the “Additional Documents”) that Agent may
reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and
continue perfected or to better perfect Agent’s Liens in all of the assets (other than Real
Property and Equipment) of Parent and its Subsidiaries (whether now owned or hereafter arising or
acquired, tangible or intangible, real or personal), and in order to fully consummate all of the
transactions contemplated hereby and under the other Loan Documents; provided that the
foregoing shall not apply to any Subsidiary of any Loan Party that is a CFC. To the maximum extent
permitted by applicable law, each of Borrowers authorize Agent to execute any such Additional
Documents in the applicable Loan Party’s or its Subsidiary’s name, as applicable, and authorizes
Agent to file such executed Additional Documents in any appropriate filing office. In furtherance
and not in limitation of the foregoing, each Loan Party shall take such actions as Agent may
reasonably request from time to time to ensure that the Obligations are guarantied by the
Guarantors and are secured by substantially all of the assets (other than Real Property and
Equipment) of Parent and its Subsidiaries and all of the outstanding capital Stock of Parent’s
Subsidiaries (subject to limitations contained in the Loan Documents with respect to CFCs).



     5.13 Lender Meetings. Within 90 days after the close of each fiscal year of Parent, at
the request of Agent or of the Required Lenders and upon reasonable prior notice, hold a meeting
(at a mutually agreeable location and time or, at









 



Page 30 of 54

     the option of Agent, by conference call) with all Lenders who choose to attend such meeting at
which meeting shall be reviewed the financial results of the previous fiscal year and the financial
condition of Parent and its Subsidiaries and the projections presented for the current fiscal year
of Parent.




     5.14 Material Contracts. Contemporaneously with the delivery of each Compliance
Certificate pursuant hereto, provide Agent with copies of (a) each Material Contract entered into
since the delivery of the previous Compliance Certificate, and (b) each material amendment or
modification of any Material Contract entered into since the delivery of the previous Compliance
Certificate.



     5.15 Location of Inventory and Equipment. Keep each Loan Parties’ Inventory and
Equipment (other than vehicles and Equipment out for repair) only at the locations identified on
Schedule 4.30(a) or Schedule 4.30(b) and their chief executive offices only at the
locations identified on Schedule 4.6(b); provided, however, that Borrowers
may amend Schedule 4.30(a), Schedule 4.30(b) or Schedule 4.6(b) so long as
such amendment occurs by written notice to Agent not less than 10 days prior to the date on which
such Inventory or Equipment is moved to such new location or such chief executive office is
relocated and so long as such new location is within the continental United States, and so long as,
at the time of such written notification, Borrowers provide Agent a Collateral Access Agreement
with respect thereto.



     5.16 Assignable Material Contracts. Use commercially reasonable efforts to ensure that
any Material Contract entered into after the Closing Date by Parent or one of its Subsidiaries that
generates or, by its terms, will generate revenue, permits the assignment of such agreement (and
all rights of Parent or such Subsidiary, as applicable, thereunder) to Parent’s or such
Subsidiary’s lenders or an agent for any lenders (and any transferees of such lenders or such
agent, as applicable).



6. NEGATIVE COVENANTS.




          Each Borrower covenants and agrees that, until termination of all of the Commitments and
payment in full of the Obligations, the Borrowers will not and will not permit any of their
Subsidiaries to do any of the following:



     6.1 Indebtedness. Create, incur, assume, suffer to exist, guarantee, or otherwise
become or remain, directly or indirectly, liable with respect to any Indebtedness, except for
Permitted Indebtedness.



     6.2 Liens. Create, incur, assume, or suffer to exist, directly or indirectly, any Lien
on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or
any income or profits therefrom, except for Permitted Liens.



     6.3 Restrictions on Fundamental Changes.



          (a) Other than in order to consummate a Permitted Acquisition, enter into any merger,
consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any
merger between Loan Parties, provided that a Borrower must be the surviving entity of any
such merger to which a Borrower is a party, (ii) any merger between Loan Parties and Subsidiaries
of Parent that are not Loan Parties so long as such Loan Party is the surviving entity of any such
merger, and (iii) any merger between Subsidiaries of Parent that are not Loan Parties,



          (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except
for (i) the liquidation or dissolution of non-operating Subsidiaries of Parent with nominal assets
and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any
Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any
interest in any Stock) of such liquidating or dissolving Loan Party or Subsidiary are transferred
to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a
Subsidiary of a Borrower that is not a Loan Party (other than any such Subsidiary the Stock of
which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets
of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is
not liquidating or dissolving, or



          (c) Suspend or go out of a substantial portion of its or their business, except as permitted
pursuant to clauses (a) or (b) above or in connection with the transactions permitted pursuant to
Section 6.4.









 



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     6.4 Disposal of Assets. Other than Permitted Dispositions, Permitted Investments, or
transactions permitted by Sections 6.3 and 6.11, convey, sell, lease, license,
assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease,
license, assign, transfer, or otherwise dispose of) any of Parent’s or its Subsidiaries assets.



     6.5 Change Name. Change Parent’s or any of its Subsidiaries’ name, organizational
identification number, state of organization or organizational identity; provided,
however, that Parent or any of its Subsidiaries may change their names upon at least 10
days prior written notice to Agent of such change.



     6.6 Nature of Business. Make any change in the nature of its or their business as
described in Schedule 6.6 or acquire any properties or assets that are not reasonably
related to the conduct of such business activities; provided that Parent and its
Subsidiaries may engage in any business that is reasonably related or ancillary to its or their
business.



     6.7 Prepayments and Amendments.



          (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1,



               (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of
Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and
(B) Permitted Intercompany Advances,



               (ii) make any payment on account of Indebtedness that has been contractually subordinated in
right of payment if such payment is not permitted at such time under the subordination terms and
conditions, or



          (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of



               (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning
Permitted Indebtedness, unless such amendment, modification, or change would satisfy the
restrictions set forth in the definition of Refinancing Indebtedness if, instead of being amended,
modified, or changed the subject Indebtedness was being refinanced, renewed, or extended (without
regard to whether such amendment, modification or change would actually constitute a refinancing,
renewal or extension of such Indebtedness),



               (ii) any Material Contract except to the extent that such amendment, modification, or change
could not, individually or in the aggregate, reasonably be expected to be materially adverse to the
interests of the Lenders, or



               (iii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect
thereof, either individually or in the aggregate, could reasonably be expected to be materially
adverse to the interests of the Lenders.



     6.8 Change of Control. Cause, permit, or suffer, directly or indirectly, any Change of
Control.



     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 before and immediately after giving effect to
the proposed redemption of Parent’s Stock is greater than $100,000,000, (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 $100,000,000 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













 



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          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 both before
and immediately after giving effect to the proposed declaration and payment of dividends on account
of Parent’s Stock is greater than $100,000,000, (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
$100,000,000 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 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 $10,000,000 during any
fiscal year.



     6.10 Accounting Methods. Modify or change its fiscal year or its method of accounting
(other than as may be required to conform to GAAP).



     6.11 Investments. Except for Permitted Investments, directly or indirectly, make or
acquire any Investment or incur any liabilities (including contingent obligations) for or in
connection with any Investment; provided, however, that (other than (a) an
aggregate amount of not more than $250,000 at any one time, in the case of Parent and its
Subsidiaries (other than those Subsidiaries that are CFCs), and (b) amounts deposited into Deposit
Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and
benefit payments to or for Parent’s or its Subsidiaries’ employees, Parent and its Domestic
Subsidiaries shall not have Permitted Investments consisting of cash, Cash Equivalents, or amounts
credited to Deposit Accounts or Securities Accounts unless Parent or its Domestic Subsidiary, as
applicable, and the applicable bank or securities intermediary have entered into Control Agreements
with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s
Liens in such Permitted Investments. Subject to the foregoing proviso, Parent shall not and shall
not permit its Domestic Subsidiaries to establish or maintain any Deposit Account or Securities
Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or
Securities Account.



     6.12 Transactions with Affiliates. Directly or indirectly enter into or permit to
exist any transaction with any Affiliate of Parent or any of its Subsidiaries except for:









 



Page 33 of 54


          (a) transactions described on Schedule 6.12,



          (b) transactions between or among any Loan Parties,



          (c) transactions (other than the payment of management, consulting, monitoring, or advisory
fees) between Parent or its Subsidiaries, on the one hand, and any Affiliate of Parent or its
Subsidiaries, on the other hand, so long as such transactions (i) are fully disclosed to Agent
prior to the consummation thereof, if they involve one or more payments by Parent or its
Subsidiaries in excess of $1,000,000 for any single transaction or series of related transactions,
and (ii) are no less favorable, taken as a whole, to Parent or its Subsidiaries, as applicable,
than would be obtained in an arm’s length transaction with a non-Affiliate,



          (d) so long as it has been approved by Parent’s Board of Directors or a Subsidiary’s board of
directors, as applicable, in accordance with applicable law, any indemnity provided for the benefit
of directors and officers of Parent or any Subsidiaries, as applicable,



          (e) so long as it has been approved by Parent’s Board of Directors, the payment of reasonable
fees, compensation, or employee benefit arrangements to employees, officers, and outside directors
of Parent in the ordinary course of business and in accordance with past practices, and



          (f) transactions permitted by Section 6.3 or Section 6.9, any Permitted
Intercompany Advance or Permitted Indebtedness (solely to the extent it consist of a Permitted
Intercompany Advance).



     6.13 Use of Proceeds. Use the proceeds of the Advances for any purpose other than (a)
on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest, and
accrued fees and expenses owing under or in connection with the Existing Credit Facility, and (ii)
to pay transactional fees, costs, and expenses incurred in connection with this Agreement, the
other Loan Documents, and the transactions contemplated hereby and thereby, and (b) thereafter, to
finance the ongoing general corporate needs of Borrowers and consummate any transaction permitted
by Section 6.9.



     6.14 Inventory and Equipment with Bailees. Except as described on Schedule
4.30(a), store the Inventory or Equipment of Parent or its Subsidiaries at any time now or
hereafter with a bailee, warehouseman, or similar party.



7. FINANCIAL COVENANT.




     7.1 Fixed Charge Coverage Ratio. Each Borrower covenants and agrees that, until
termination of all of the Commitments and payment in full of the Obligations, Parent will have a
Fixed Charge Coverage Ratio, measured on a four fiscal quarter basis, (a) as of the end of the
fiscal quarter ended immediately preceding the date on which any Financial Covenant Period
commences, (b) as of the end of each fiscal quarter ended during such Financial Covenant Period,
and (c) as of the end of each fiscal quarter during which any Financial Covenant Period was in
effect, in each case, of at least 1.1:1.0.



8. EVENTS OF DEFAULT.




          Any one or more of the following events shall constitute an event of default (each, an
“Event of Default”) under this Agreement:



     8.1 If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all
or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group,
reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof
constituting principal) constituting Obligations (including any portion thereof 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), and such failure continues for a period
of 3 Business Days, or (b) all or any portion of the principal of the Obligations;



     8.2 If any Loan Party or any of its Subsidiaries:









 



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          (a) fails to perform or observe any covenant or other agreement contained in any of (i)
Sections 3.6, 5.1, 5.2 (other than with respect to any of clauses (a)
through (r) of Schedule 5.2), 5.3 (solely if any Borrower is not in good standing
in its jurisdiction of organization), 5.6, 5.7 (solely if Borrowers refuse to allow
Agent or its representatives or agents to visit Borrowers’ properties, inspect its assets or books
or records, examine and make copies of its books and records, or discuss Borrowers’ affairs,
finances, and accounts with officers and employees of Borrowers), 5.10, 5.11, or
5.14 of this Agreement, (ii) Sections 6.1 through 6.16 of this Agreement,
(iii) Section 7 of this Agreement, or
(iv) Section 6 of the Security Agreement;



          (b) fails to perform or observe any covenant or other agreement contained in Section
5.2 (solely with respect to any of clauses (a) through (r) of Schedule 5.2) of this
Agreement and such failure continues for a period of 5 days;



          (c) fails to perform or observe any covenant or other agreement contained in any of
Sections 5.3 (other than if any Borrower is not in good standing in its jurisdiction of
organization), 5.5, 5.8, and 5.15 of this Agreement and such failure
continues for a period of 10 days after the earlier of (i) the date on which Parent shall first
have Knowledge of any such failure or (ii) the date on which written notice thereof is given to
Borrowers by Agent; or



          (d) fails to perform or observe any covenant or other agreement contained in this Agreement,
or in any of the other Loan Documents, in each case, other than any such covenant or agreement that
is the subject of another provision of this Section 8 (in which event such other provision
of this Section 8 shall govern), and such failure continues for a period of 30 days after
the earlier of (i) the date on which Parent shall first have Knowledge of any such failure or
(ii) the date on which written notice thereof is given to Borrowers by Agent;



     8.3 If one or more judgments, orders, or awards for the payment of money involving an
aggregate amount of $5,000,000, or more (except to the extent fully covered by insurance) is
entered or filed against a Loan Party or any of its Subsidiaries, or with respect to any of their
respective assets, and either (a) there is a period of 30 consecutive days at any time after the
entry of any such judgment, order, or award during which (i) the same is not discharged or
satisfied, or (ii) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings
are commenced upon such judgment, order, or award;



     8.4 If an Insolvency Proceeding is commenced by a Loan Party or any of its Subsidiaries;



     8.5 If an Insolvency Proceeding is commenced against a Loan Party or any of its Subsidiaries
and any of the following events occur: (a) such Loan Party or such Subsidiary consents to the
institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency
Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not
dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is
appointed to take possession of all or any substantial portion of the properties or assets of, or
to operate all or any substantial portion of the business of, such Loan Party or its Subsidiary, or
(e) an order for relief shall have been issued or entered therein;



     8.6 If the Loan Parties and their Subsidiaries, taken as a whole, are (a) enjoined,
restrained, or in any way prevented by court order from continuing to conduct all or substantially
all of their business affairs, or (b) are enjoined, restrained, or in any way prevented by court
order from conducting the business of designing, manufacturing, distributing or selling footwear
under the Skechers brand name;



     8.7 If there is a default in one or more agreements to which a Loan Party or any of its
Subsidiaries is a party with one or more third Persons relative to a Loan Party’s or any of its
Subsidiaries’ Indebtedness involving an aggregate amount of $5,000,000 or more, and such default
(i) occurs at the final maturity of the obligations thereunder, or
(ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the
maturity of such Loan Party’s or its Subsidiary’s obligations thereunder;



     8.8 If any warranty, representation, statement, or Record made herein or in any other Loan
Document or delivered in writing to Agent or any Lender in connection with this Agreement or any
other Loan Document proves to be untrue in any material respect (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) as of the date of issuance or making or deemed
making thereof;









 



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     8.9 If the obligation of any Guarantor under the Guaranty is limited or terminated by
operation of law or by such Guarantor;



     8.10 If the Security Agreement or any other Loan Document that purports to create a Lien,
shall, for any reason, fail or cease to create a valid and perfected and, except to the extent
permitted by the terms hereof or thereof, first priority Lien on the Collateral covered thereby,
except (a) as a result of a disposition of the applicable Collateral in a transaction permitted
under this Agreement or (b) as the result of an action or failure to act on the part of Agent; or



     8.11 The validity or enforceability of any Loan Document (other than any Bank Product
Agreement) shall at any time for any reason (other than solely as the result of an action or
failure to act on the part of Agent) be declared to be null and void (other than any provision of
any Loan Document that if declared to be null and void would not (a) if such Loan Document is a
Security Agreement or other Loan Document pursuant to which Agent is granted a Lien, interfere with
the practical realization of the Liens afforded thereby or (b) result in the failure of any member
of the Lender Group or any Bank Product Provider to derive the principal benefits of such Loan
Document), or a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by any
Governmental Authority having jurisdiction over a Loan Party or its Subsidiaries, seeking to
establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall
deny that such Loan Party or its Subsidiaries has any liability or obligation purported to be
created under any Loan Document.



9. RIGHTS AND REMEDIES.




     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 by
written notice to Borrowers and 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 on
behalf of the Lender Group:



          (a) declare the 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, without presentment, demand, protest, or further notice or other requirements of any kind,
all of which are hereby expressly waived by Borrowers; and



          (b) declare the Commitments terminated, whereupon the Commitments shall immediately be
terminated together with any obligation of any Lender hereunder to make Advances and the obligation
of any Issuing Lender to issue Letters of Credit.


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 Borrowers or any other Person or any act by the Lender Group, the
Commitments shall automatically terminate and the Obligations then outstanding, together with all
accrued and unpaid interest thereon and all fees and all other amounts due under this Agreement and
the other Loan Documents, shall automatically and immediately become due and payable, without
presentment, demand, protest, or notice of any kind, all of which are expressly waived by each
Borrower.




     9.2 Remedies Cumulative. The rights and remedies of the Lender Group under this
Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group
shall have all other rights and remedies not inconsistent herewith as provided under the Code, by
law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an
election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing
waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.



10. WAIVERS; INDEMNIFICATION.




     10.1 Demand; Protest; etc. Each Borrower waives demand, protest, notice of protest,
notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release,
compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and
guarantees at any time held by the Lender Group on which any Borrower may in any way be liable.









 



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     10.2 The Lender Group’s Liability for Collateral. Each Borrower hereby agrees that:
(a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall
not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii)
any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any
diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee,
forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the
Collateral shall be borne by Borrowers.



     10.3 Indemnification. Borrowers shall pay, indemnify, defend, and hold the
Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified
Person”) harmless (to the fullest extent permitted by law) from and against any and all claims,
demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and
damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all
other costs and expenses actually incurred in connection therewith or in connection with the
enforcement of this indemnification (as and when they are incurred and irrespective of whether suit
is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in
connection with or as a result of or related to the execution and delivery (provided that Borrowers
shall not be liable for costs and expenses (including attorneys fees) of any Lender (other than
WFF) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan
Documents), enforcement, performance, or administration (including any restructuring or workout
with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions
contemplated hereby or thereby or the monitoring of Parent’s and its Subsidiaries’ compliance with
the terms of the Loan Documents (other than disputes solely between the Lenders), (b) with respect
to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document,
or the use of the proceeds of the credit provided hereunder (irrespective of whether any
Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner
related thereto, and (c) in connection with or arising out of any presence or release of Hazardous
Materials at, on, under, to or from any assets or properties owned, leased or operated by any
Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or
Remedial Actions related in any way to any such assets or properties of any Borrower or any of its
Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing
to the contrary notwithstanding, Borrowers shall have no obligation to any Indemnified Person under
this Section 10.3 with respect to any Indemnified Liability that a court of competent
jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of
such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision
shall survive the termination of this Agreement and the repayment of the Obligations. If any
Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified
Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such
payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by
Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH
INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY
OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.



11. NOTICES.




          Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement
or any other Loan Document shall be in writing and (except for financial statements and other
informational documents which may be sent by first-class mail, postage prepaid) shall be personally
delivered or sent by registered or certified mail (postage prepaid, return receipt requested),
overnight courier, electronic mail (at such email addresses as a party may designate in accordance
herewith), or telefacsimile. In the case of notices or demands to Administrative Borrower, any
Borrower or Agent, as the case may be, they shall be sent to the respective address set forth
below:



	 	 	 

	If to Administrative

	 	SKECHERS U.S.A., INC.
	Borrower or any other
Borrower:

	 	
	 


	 	228 Manhattan Beach Blvd.
	 

	 	Manhattan Beach, CA 90266
	 

	 	Attn: Philip Paccione
	 

	 	Fax No.: 310-406-0160
	 
	 	 
	with copies to:

	 	IRELL & MANELLA
	 

	 	1880 Avenue of the Stars, Suite 900
	 

	 	Los Angeles, CA 90067
	 

	 	Attn: Ede Ibekwe, Esq.
	 

	 	Fax No.: (310) 556-5350












 



Page 37 of 54


	 	 	 

	If to Agent:

	 	WELLS FARGO FOOTHILL, LLC
	 

	 	2450 Colorado Avenue
	 

	 	Suite 3000 West
	 

	 	Santa Monica, California 90404
	 

	 	Attn: Business Finance Division Manager
	 

	 	Fax No.: 310-453-7413
	 
	 	 
	with copies to:

	 	PAUL, HASTINGS, JANOFSKY & WALKER LLP
	 

	 	515 S. Flower Street
	 

	 	Twenty-fifth Floor
	 

	 	Los Angeles, CA 90071
	 

	 	Attn: John Francis Hilson, Esq.
	 

	 	Fax No.: 213-996-6300






          Any party hereto may change the address at which they are to receive notices hereunder,
by notice in writing in the foregoing manner given to the other party. All notices or demands sent
in accordance with this Section 11, shall be deemed received on the earlier of the date of
actual receipt or 3 Business Days after the deposit thereof in the mail; provided, that (a)
notices sent by overnight courier service shall be deemed to have been given when received, (b)
notices by facsimile shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next Business Day for the recipient) and (c) notices by electronic mail shall be
deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as
by the “return receipt requested” function, as available, return email or other written
acknowledgment).



12.
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.




          (a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO
THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND
THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO
SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.



          (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS 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 BORROWER
AND EACH MEMBER OF THE LENDER GROUP 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 12(b).



          (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER AND EACH MEMBER OF THE
LENDER GROUP HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP 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 AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.









 



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13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.




     13.1 Assignments and Participations.



          (a) With the prior written consent of Administrative Borrower, which consent of Administrative
Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1)
if an Event of Default has occurred and is continuing, and (2) in connection with an assignment to
a Person that is a Lender or an Affiliate (other than individuals) of a Lender and with the prior
written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or
conditioned, and shall not be required in connection with an assignment to a Person that is a
Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to
one or more assignees (each, an “Assignee”; provided, however, that no Loan
Party, Affiliate of a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted
to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights
and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount
(unless waived by Agent) of $10,000,000 (except such minimum amount shall not apply to (x) an
assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a
group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new
Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least
$10,000,000); provided, however, that Borrowers and Agent may continue to deal
solely and directly with such Lender in connection with the interest so assigned to an Assignee
until (i) written notice of such assignment, together with payment instructions, addresses, and
related information with respect to the Assignee, have been given to Borrowers and Agent by such
Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative
Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its
receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the
assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the
amount of $3,500.



          (b) From and after the date that Agent notifies the assigning Lender (with a copy to
Administrative Borrower) that it has received an executed Assignment and Acceptance and, if
applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan
Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder
and under the other Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights (except with respect to Section 10.3) and be released
from any future obligations under this Agreement (and in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Lender’s rights and obligations under this
Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto);
provided, however, that nothing contained herein shall release any assigning Lender
from obligations that survive the termination of this Agreement, including such assigning Lender’s
obligations under Section 15 and Section 17.9(a).



          (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder
and the Assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to the financial condition of Borrowers or
the performance or observance by Borrowers of any of its obligations under this Agreement or any
other Loan Document furnished pursuant hereto,
(iii) such Assignee confirms that it has received a copy of this Agreement, together with such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and
without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes
Agent to take such actions and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as
are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the
obligations which by the terms of this Agreement are required to be performed by it as a Lender.



          (d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and
delivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement
shall be deemed to be amended to the extent, but only









 



Page 39 of 54

          to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of
the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such
Commitments of the assigning Lender pro tanto.




          (e) Any Lender may at any time sell to one or more commercial banks, financial institutions,
or other Persons (a “Participant”) participating interests in all or any portion of its
Obligations, its Commitment, and the other rights and interests of that Lender (the
“Originating Lender”) hereunder and under the other Loan Documents; provided,
however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this
Agreement and the other Loan Documents and the Participant receiving the participating interest in
the Obligations, the Commitments, and the other rights and interests of the Originating Lender
hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the
Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating
Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers,
Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in
connection with the Originating Lender’s rights and obligations under this Agreement and the other
Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the
Participant has the right to approve any amendment to, or any consent or waiver with respect to,
this Agreement or any other Loan Document, except to the extent such amendment to, or consent or
waiver with respect to this Agreement or of any other Loan Document would (A) extend the final
maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce
the interest rate applicable to the Obligations hereunder in which such Participant is
participating, (C) release all or substantially all of the Collateral or guaranties (except to the
extent expressly provided herein or in any of the Loan Documents) supporting the Obligations
hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the
amount of, the interest or fees payable to such Participant through such Lender, or (E) change the
amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all
amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such
participation, except that, if amounts outstanding under this Agreement are due and unpaid, or
shall have been declared or shall have become due and payable upon the occurrence of an Event of
Default, each Participant shall be deemed to have the right of set off in respect of its
participating interest in amounts owing under this Agreement to the same extent as if the amount of
its participating interest were owing directly to it as a Lender under this Agreement. The rights
of any Participant only shall be derivative through the Originating Lender with whom such
Participant participates and no Participant shall have any rights under this Agreement or the other
Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections of
any Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No
Participant shall have the right to participate directly in the making of decisions by the Lenders
among themselves.



          (f) In connection with any such assignment or participation or proposed assignment or
participation or any grant of a security interest in, or pledge of, its rights under and interest
in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all
documents and information which it now or hereafter may have relating to Parent and its
Subsidiaries and their respective businesses.



          (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a
security interest in, or pledge, all or any portion of its rights under and interest in this
Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal
Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce
such pledge or security interest in any manner permitted under applicable law.



          (h) Agent (as a non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be
maintained, a register (the “Register”) on which it enters the name and address of each
Lender as the registered owner of the Advances (and the principal amount thereof and stated
interest thereon) held by such Lender (each, a “Registered Loan”). Other than in connection
with an assignment by a Lender of all or any portion of its portion of the Advances to an Affiliate
of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if
any, evidencing the same) may be assigned or sold in whole or in part only by registration of such
assignment or sale on the Register (and each registered note shall expressly so provide) and (ii)
any assignment or sale of all or part of such Registered Loan (and the registered note, if any,
evidencing the same) may be effected only by registration of such assignment or sale on the
Register, together with the surrender of the registered note, if any, evidencing the same duly
endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the
holder of such registered note, whereupon, at the request of the designated assignee(s) or
transferee(s), one or more new registered notes in the same aggregate principal amount shall be
issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or
sale of any Registered Loan (and the registered note, if any evidencing the same),









 



Page 40 of 54

          Borrowers shall treat the Person in whose name such Registered Loan (and the registered note, if
any, evidencing the same) is registered as the owner thereof for the purpose of receiving all
payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of
any assignment by a Lender of all or any portion of the Advances to an Affiliate of such Lender or
a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning
Lender, on behalf of Borrowers, shall maintain a register comparable to the Register.




          (i) In the event that a Lender sells participations in the Registered Loan, such Lender, as a
non-fiduciary agent on behalf of Borrowers, shall maintain a register on which it enters the name
of all participants in the Registered Loans held by it (the “Participant Register”). A
Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole
or in part only by registration of such participation on the Participant Register (and each
registered note shall expressly so provide). Any participation of such Registered Loan (and the
registered note, if any, evidencing the same) may be effected only by the registration of such
participation on the Participant Register.



          (j) Agent shall make a copy of the Register (and each Lender shall make a copy of its
Participant Register in the extent it has one) available for review by Borrowers from time to time
as Borrowers may reasonably request.



     13.2 Successors. This Agreement shall bind and inure to the benefit of the respective
successors and assigns of each of the parties; provided, however, that Borrowers
may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written
consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment
by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement
and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to
Section 13.1 and, except as expressly required pursuant to Section 13.1, no consent
or approval by Borrowers is required in connection with any such assignment.



14. AMENDMENTS; WAIVERS.




     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,



               (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 or modify 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) change 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,









 



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               (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 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 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



               (xi) change 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, 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, 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, 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, any amendment,
modification, 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.



          (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.



     14.2 Replacement of Certain Lenders.



          (a) If (i) any action to be taken by the Lender Group or Agent hereunder requires the
unanimous consent, authorization, or agreement of all Lenders and if such action has received the
consent, authorization, or agreement of the Required Lenders but not all of the Lenders or (ii) any
Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at
least 5 Business Days prior irrevocable notice, may permanently replace any Lender (a “Holdout
Lender”) that failed to give its consent, authorization, or agreement or made a claim for
compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Holdout Lender
or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice
to replace the Holdout Lender or Tax Lender, as applicable, shall specify an effective date for
such replacement, which date shall not be later than 15 Business Days after the date such notice is
given.









 



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          (b) Prior to the effective date of such replacement, the Holdout Lender and each Replacement
Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender
being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata
Share of the Letters of Credit) without any premium or penalty of any kind whatsoever. If the
Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior
to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and
delivered such Assignment and Acceptance. The replacement of any Holdout Lender shall be made in
accordance with the terms of Section 13.1. Until such time as the Replacement Lenders shall
have acquired all of the Obligations, the Commitments, and the other rights and obligations of the
Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain
obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation
in each Letter of Credit and Acceptance, as applicable, in an amount equal to its Pro Rata Share of
such Letters of Credit and Acceptance, as applicable.



     14.3 No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise
any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or
any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any
Lender will be effective unless it is in writing, and then only to the extent specifically stated.
No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s
rights thereafter to require strict performance by each Borrower of any provision of this
Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will
be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.



15. AGENT; THE LENDER GROUP.




     15.1 Appointment and Authorization of Agent. Each Lender hereby designates and
appoints WFF as its representative under this Agreement and the other Loan Documents and each
Lender hereby irrevocably authorizes 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 such on the express 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, nor shall Agent
have or be deemed to have any fiduciary relationship with any Lender, 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; it being expressly understood and
agreed that the use of the word “Agent” is for convenience only, that WFF is merely the
representative of the Lenders, and only has the contractual duties set forth herein. 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.









 



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     15.2 Delegation of Duties. Agent may execute any of its duties under this Agreement or
any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. Agent shall not be
responsible for the negligence or misconduct of any agent or attorney in fact that it selects as
long as such selection was made without gross negligence or willful misconduct.



     15.3 Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any
action taken or omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for
any recital, statement, representation or warranty made by Parent or any of its Subsidiaries or
Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan
Document, or in any certificate, report, statement or other document referred to or provided for
in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or
the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any
other Loan Document, or for any failure of Parent or its Subsidiaries or any other party to any
Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be
under any obligation to any Lender to ascertain or to inquire as to the observance or performance
of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document,
or to inspect the books and records or properties of Parent or its Subsidiaries.



     15.4 Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected
in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, telefacsimile or other electronic method of transmission, telex or telephone message,
statement or other document or conversation believed by it to be genuine and correct and to have
been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and
other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless Agent shall first receive such advice
or concurrence of the Lenders as it deems appropriate and until such instructions are received,
Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall
first be indemnified to its reasonable satisfaction by the Lenders against any and all liability
and expense that may be incurred by it by reason of taking or continuing to take any such action.
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of the requisite
Lenders and such request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Lenders.



     15.5 Notice of Default or Event of Default. Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except with respect to
defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for
the account of the Lenders and, except with respect to Events of Default of which Agent has actual
knowledge, unless Agent shall have received written notice from a Lender or Borrowers referring to
this Agreement, describing such Default or Event of Default, and stating that such notice is a
“notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of
any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of
any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event
of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if
any. Subject to Section 15.4, Agent shall take such action with respect to such Default or
Event of Default as may be requested by the Required Lenders in accordance with Section 9;
provided, however, that unless and until Agent has received any such request, Agent
may (but shall not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable.



     15.6 Credit Decision. Each Lender 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. Each Lender
represents 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 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,









 



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     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 Lenders by Agent, Agent shall not have any duty or responsibility
to provide any Lender 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 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 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.




     15.7 Costs and Expenses; Indemnification. Agent may incur and pay Lender Group
Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and
fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including
court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors,
consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees
and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral,
whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to
this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient
amounts from the Collections of Parent and its Subsidiaries received by Agent to reimburse Agent
for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In
the event Agent is not reimbursed for such costs and expenses by Parent or its Subsidiaries, each
Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s Pro Rata Share
thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of
Borrowers and without limiting the obligation of Borrowers to do so), according to their Pro Rata
Shares, from and against any and all Indemnified Liabilities; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such
Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct
nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an
Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender
shall reimburse Agent upon demand for such Lender’s Pro Rata Share of any costs or out of pocket
expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred
by Agent in connection with the preparation, execution, delivery, administration, modification,
amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or
legal advice in respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent that Agent is not
reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section shall
survive the payment of all Obligations hereunder and the resignation or replacement of Agent.



     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, 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 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, and the Lenders 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.



     15.9 Successor Agent. Agent may resign as Agent upon 30 days prior written notice to
the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such
notice is waived by Borrowers). If Agent resigns under this Agreement, the Required Lenders shall
be entitled to, with (so long as no Event of Default has occurred and is continuing) the consent of
Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a
successor Agent for the Lenders. If, at the time that Agent’s resignation is effective, it is
acting as an Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate
its resignation as an Issuing Lender or the Swing Lender, as applicable, and it shall automatically
be relieved of any further obligation to issue Letters of Credit or make Swing Loans. If no
successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may
appoint, after consulting with the Lenders and Borrowers, a successor Agent. If Agent has
materially breached or failed to perform any material provision of this Agreement or of applicable
law, the Required













 



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     Lenders may agree in writing to remove and replace Agent with a successor Agent from among the
Lenders with (so long as no Event of Default has occurred and is continuing) the consent of
Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such
event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent
shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent”
shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent
shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of
this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as
Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring
Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all
of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent
as provided for above.




     15.10 Lender in Individual Capacity; Joint Lead Arrangers.



          (a) Any Lender and its respective Affiliates may make loans to, issue letters of credit for
the account of, accept deposits from, 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.
The other members of the Lender Group 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 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.



          (b) WFF and BOAS, in their respective capacities as “joint lead arrangers” shall not have any
right, power, obligation, liability, responsibility or duty under this Agreement other than, with
respect to WFF only, those applicable to WFF in its capacities as a Lender, Agent, Swing Lender, or
an Issuing Lender. Without limiting the foregoing, WFF and BOAS, in their respective capacities as
“joint lead arrangers” shall not have or be deemed to have any fiduciary relationship with any Loan
Party or with any Lender. BOA, in its capacity as “syndication agent” shall not have any right,
power, obligation, liability, responsibility or duty under this Agreement other than those
applicable to it in its capacity as a Lender or as an Issuing Lender. Without limiting the
foregoing, BOA, in its capacity as “syndication agent” shall not have or be deemed to have any
fiduciary relationship with any Loan Party or with any Lender. Each Lender acknowledges that it has
not relied upon, and will not rely upon, WFF, BOAS, or BOA in deciding to enter into this Agreement
or in taking or not taking action hereunder.



     15.11 Collateral Matters.



          (a) The Lenders hereby irrevocably authorize Agent to release any Lien on any Collateral or
otherwise consent to the disposition thereof free of the Lien created by the Loan Documents (i)
upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all
Obligations, (ii) 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), (iii) 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
(iv) constituting property leased to Parent or its Subsidiaries under a lease that has expired or
is terminated in a transaction permitted under this Agreement. The Lenders hereby irrevocably
authorize Agent, based upon the instruction of the Required Lenders, to credit bid and purchase
(either directly or through one or more acquisition vehicles) all or any portion of the Collateral
at any sale thereof conducted by Agent under the provisions of the Code, including pursuant to
Sections 9-610 or 9-620 of the Code, any sale thereof conducted under the provisions of the
Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any other sale or foreclosure
conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law.
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, or (z)
otherwise, the Required









 



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          Lenders; 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 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 Agent to subordinate any Lien 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 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 as to any of the foregoing, except as
otherwise provided herein.



     15.12 Restrictions on Actions by Lenders; Sharing of Payments.



          (a) Each of the Lenders agrees that it shall not, without the express written consent of
Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request
of Agent, set off against the Obligations, any amounts owing by such Lender to Parent or its
Subsidiaries or any deposit accounts of Parent or its Subsidiaries now or hereafter maintained with
such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to
do so in writing by Agent, take or cause to be taken any action, including, the commencement of any
legal or equitable proceedings to enforce any Loan Document against any Borrower or any Guarantor
or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.



          (b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or
otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for
any such proceeds or payments received by such Lender from Agent pursuant to the terms of this
Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such
distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and
with such endorsements as may be required to negotiate the same to Agent, or in immediately
available funds, as applicable, for the account of all of the Lenders and for application to the
Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase,
without recourse or warranty, an undivided interest and participation in the Obligations owed to
the other Lenders so that such excess payment received shall be applied ratably as among the
Lenders in accordance with their Pro Rata Shares; provided, however, that to the
extent that such excess payment received by the purchasing party is thereafter recovered from it,
those purchases of participations shall be rescinded in whole or in part, as applicable, and the
applicable portion of the purchase price paid therefor shall be returned to such purchasing party,
but without interest except to the extent that such purchasing party is required to pay interest in
connection with the recovery of the excess payment.



     15.13 Agency for Perfection. Agent hereby appoints each other Lender as its agent (and
each Lender hereby accepts 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.



     15.14 Payments by Agent to the Lenders. All payments to be made by Agent to the
Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire
transfer instructions as each party may









 



Page 47 of 54

     designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall
identify whether such payment (or any portion thereof) represents principal, premium, fees, or
interest of the Obligations.




     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 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.



     15.16 Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other
Reports and Information. By becoming a party to this Agreement, each Lender:



          (a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes
available, a copy of each field audit or examination report respecting Parent or its Subsidiaries
(each a “Report” and collectively, “Reports”) prepared by or at the request of
Agent, and Agent shall so furnish each Lender with such Reports,



          (b) expressly agrees and acknowledges that Agent does not (i) make any representation or
warranty as to the accuracy of any Report, and (ii) shall not be liable for any information
contained in any Report,



          (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or
examinations, that Agent or other party performing any audit or examination will inspect only
specific information regarding Parent and its Subsidiaries and will rely significantly upon
Parent’s and its Subsidiaries’ books and records, as well as on representations of any Borrower’s
personnel,



          (d) agrees to keep all Reports and other material, non-public information regarding Parent and
its Subsidiaries and their operations, assets, and existing and contemplated business plans in a
confidential manner in accordance with Section 17.9, and



          (e) without limiting the generality of any other indemnification provision contained in this
Agreement, agrees: (i) to hold Agent and any other Lender preparing a Report harmless from any
action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender
may reach or draw from any Report in connection with any loans or other credit accommodations that
the indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s
participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers, and (ii)
to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a
Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and
other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender
preparing a Report as the direct or indirect result of any third parties who might obtain all or
part of any Report through the indemnifying Lender.


In addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that
Agent provide to such Lender a copy of any report or document provided by Parent or its
Subsidiaries to Agent that has not been contemporaneously provided by Parent or such Subsidiary to
such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such
Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to
request additional reports or information from Parent or its Subsidiaries, any Lender may, from
time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice
to Agent, whereupon Agent promptly shall request of Borrowers the additional reports or information
reasonably specified by such Lender, and, upon receipt thereof from Parent or such Subsidiary,
Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to
Borrowers a statement regarding the Loan Account, Agent shall send a copy of such statement to each
Lender.




     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













 



Page 48 of 54



     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 to fulfill its obligations to make credit available hereunder,
nor to advance for it or on its behalf in connection with its Commitment, nor to take any other
action on its behalf hereunder or in connection with the financing contemplated herein.




16. WITHHOLDING TAXES.




          (a) All payments made by Borrowers hereunder or under any note or other Loan Document will be
made without setoff, counterclaim, or other defense. In addition, all such payments will be made
free and clear of, and without deduction or withholding for, any present or future Taxes, and in
the event any deduction or withholding of Taxes is required, Borrowers shall comply with the next
sentence of this Section 16(a). If any Taxes are so levied or imposed, Borrowers agree to
pay the full amount of such Taxes and such additional amounts as may be necessary so that every
payment of all amounts due under this Agreement, any note, or Loan Document, including any amount
paid pursuant to this Section 16(a) after withholding or deduction for or on account of any
Taxes, will not be less than the amount provided for herein; provided, however, that Borrowers
shall not be required to increase any such amounts if the increase in such amount payable results
from Agent’s or such Lender’s own willful misconduct or gross negligence (as finally determined by
a court of competent jurisdiction). Borrowers will furnish to Agent as promptly as possible after
the date the payment of any Tax is due pursuant to applicable law, certified copies of tax receipts
evidencing such payment by Borrowers.



          (b) Borrowers agree to pay any present or future stamp, value added or documentary taxes or
any other excise or property taxes, charges, or similar levies that arise from any payment made
hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise
with respect to this Agreement or any other Loan Document, if any.



          (c) If a Lender or Participant is entitled to claim an exemption or reduction from United
States withholding tax, such Lender or Participant agrees with and in favor of Agent, to deliver to
Agent (or, in the case of a Participant, to the Lender granting the participation only) one of the
following before receiving its first payment under this Agreement:



               (i) if such Lender or Participant is entitled to claim an exemption from United States
withholding tax pursuant to the portfolio interest exception, (A) a statement of the Lender or
Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section
881(c)(3)(A) of the IRC, (II) a 10% shareholder of any Borrower (within the meaning of Section
871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to any Borrower within
the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form
W-8BEN or Form W-8IMY (with proper attachments);



               (ii) if such Lender or Participant is entitled to claim an exemption from, or a reduction
of, withholding tax under a United States tax treaty, a properly completed and executed copy of
IRS Form W-8BEN;



               (iii) if such Lender or Participant is entitled to claim that interest paid under this
Agreement is exempt from United States withholding tax because it is effectively connected with
a United States trade or business of such Lender, a properly completed and executed copy of IRS
Form W-8ECI;



               (iv) if such Lender or Participant is entitled to claim that interest paid under this
Agreement is exempt from United States withholding tax because such Lender or Participant serves as
an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper
attachments); or



               (v) a properly completed and executed copy of any other form or forms, including IRS Form
W-9, as may be required under the IRC or other laws of the United States as a condition to
exemption from, or reduction of, United States withholding or backup withholding tax.


Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or
obsolescence of any










 



Page 49 of 54

previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the
Lender granting the participation only) of any change in circumstances which would modify or render
invalid any claimed exemption or reduction.




          (d) If a Lender or Participant claims an exemption from withholding tax in a jurisdiction
other than the United States, such Lender or such Participant agrees with and in favor of Agent, to
deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only)
any such form or forms, as may be required under the laws of such jurisdiction as a condition to
exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its
first payment under this Agreement, but only if such Lender or such Participant is legally able to
deliver such forms, provided, however, that nothing in this Section 16(d) shall
require a Lender or Participant to disclose any information that it deems to be confidential
(including without limitation, its tax returns). Each Lender and each Participant shall provide new
forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms
and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the
participation only) of any change in circumstances which would modify or render invalid any claimed
exemption or reduction.



          (e) If a Lender or Participant claims exemption from, or reduction of, withholding tax and
such Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or
part of the Obligations of Borrowers to such Lender or Participant, such Lender or Participant
agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender
granting the participation only) of the percentage amount in which it is no longer the beneficial
owner of Obligations of Borrowers to such Lender or Participant. To the extent of such percentage
amount, Agent will treat such Lender’s or such Participant’s documentation provided pursuant to
Section 16(c) or 16(d) as no longer valid. With respect to such percentage amount,
such Participant or Assignee will provide new documentation, pursuant to Section 16(c) or
16(d), if applicable. Borrowers agree that each Participant shall be entitled to the
benefits of this Section 16 with respect to its participation in any portion of the
Commitments and the Obligations so long as such Participant complies with the obligations set forth
in this Section 16 with respect thereto.



          (f) If a Lender or a Participant is entitled to a reduction in the applicable withholding tax,
Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold
from any interest payment to such Lender or such Participant an amount equivalent to the applicable
withholding tax after taking into account such reduction. If the forms or other documentation
required by Section 16(c) or 16(d) are not delivered to Agent (or, in the case of a
Participant, to the Lender granting the participation), then Agent (or, in the case of a
Participant, to the Lender granting the participation) may withhold from any interest payment to
such Lender or such Participant not providing such forms or other documentation an amount
equivalent to the applicable withholding tax.



          (g) If the IRS or any other Governmental Authority of the United States or other jurisdiction
asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the
participation) did not properly withhold tax from amounts paid to or for the account of any Lender
or any Participant due to a failure on the part of the Lender or any Participant (because the
appropriate form was not delivered, was not properly executed, or because such Lender failed to
notify Agent (or such Participant failed to notify the Lender granting the participation) of a
change in circumstances which rendered the exemption from, or reduction of, withholding tax
ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in
the case of a Participant, such Participant shall indemnify and hold the Lender granting the
participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of
a Participant, to the Lender granting the participation), as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent
(or, in the case of a Participant, to the Lender granting the participation only) under this
Section 16, together with all costs and expenses (including attorneys fees and expenses).
The obligation of the Lenders and the Participants under this subsection shall survive the payment
of all Obligations and the resignation or replacement of Agent.



          (h) If Agent or a Lender determines, in its sole discretion, that it has received a refund of
any Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have
paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has
occurred and is continuing, it shall pay over such refund to Borrowers (but only to the extent of
payments made, or additional amounts paid, by Borrowers under this Section 16 with respect to Taxes
giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and
without interest (other than any interest paid by the relevant Governmental Authority with respect
to such a refund); provided, that Borrowers, upon the request of Agent or such Lender, agree to
repay the amount paid over to Borrowers (plus any penalties, interest or other charges, imposed by
the relevant Governmental Authority, other than such penalties, interest or other charges imposed
as a result of the willful misconduct or gross negligence of Agent









 



Page 50 of 54

          hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such
refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary,
this Section 16 shall not be construed to require Agent or any Lender to make available its tax
returns (or any other information which it deems confidential) to Borrowers or any other Person.




17. GENERAL PROVISIONS.




     17.1 Effectiveness. This Agreement shall be binding and deemed effective when
executed by each Borrower, Agent, and each Lender whose signature is provided for on the
signature pages hereof.



     17.2 Section Headings. Headings and numbers have been set forth herein for convenience
only. Unless the contrary is compelled by the context, everything contained in each Section applies
equally to this entire Agreement.



     17.3 Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein
shall be construed against the Lender Group or any Borrower, whether under any rule of construction
or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be
construed and interpreted according to the ordinary meaning of the words used so as to accomplish
fairly the purposes and intentions of all parties hereto.



     17.4 Severability of Provisions. Each provision of this Agreement shall be severable
from every other provision of this Agreement for the purpose of determining the legal
enforceability of any specific provision.



     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 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; 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
connection with any such distribution of payments and collections, Agent shall be entitled to
assume no amounts are due and payable to any Bank Product Provider unless such Bank Product
Provider has notified Agent in writing of the amount of any such liability owed to it prior to such
distribution.



     17.6 Debtor-Creditor Relationship. The relationship between the Lenders and Agent, on
the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor. No
member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to
any Loan Party arising out of or in connection with the Loan Documents or the transactions
contemplated thereby, and there is no agency or joint venture relationship between the members of
the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan
Document or any transaction contemplated therein.



     17.7 Counterparts; Electronic Execution. This Agreement may be executed in any number
of counterparts and by different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile or other electronic method of transmission shall be equally as effective as delivery
of an original executed counterpart of this Agreement. Any party delivering an executed counterpart
of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an
original executed counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.
The foregoing shall apply to each other Loan Document mutatis mutandis.



     17.8 Revival and Reinstatement of Obligations. If the incurrence or payment of the
Obligations by any Borrower or Guarantor or the transfer to the Lender Group of any property should
for any reason subsequently be asserted, or declared, to be void or voidable under any state or
federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to
fraudulent conveyances, preferences, or other voidable or recoverable payments of money or
transfers of property (each, a “Voidable Transfer”), and if the Lender Group is required to
repay









 



Page 51 of 54

     or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable
advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the
Lender Group is required or elects to repay or restore, and as to all reasonable costs, expenses,
and attorneys fees of the Lender Group related thereto, the liability of each Borrower or Guarantor
automatically shall be revived, reinstated, and restored and shall exist as though such Voidable
Transfer had never been made.




     17.9 Confidentiality.



          (a) Agent and Lenders each individually (and not jointly or jointly and severally) agree that
material, non-public information regarding Parent and its Subsidiaries, their operations, assets,
and existing and contemplated business plans (“Confidential Information”) shall be treated
by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the
Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other
advisors, accountants, auditors, and consultants to any member of the Lender Group (“Lender
Group Representatives”), (ii) to Subsidiaries and Affiliates of any member of the Lender Group
(including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have
agreed to receive such information hereunder subject to the terms of this Section 17.9,
(iii) as may be required by regulatory authorities so long as such authorities are informed of the
confidential nature of such information, (iv) as may be required by statute, decision, or judicial
or administrative order, rule, or regulation; provided that (x) prior to any disclosure under this
clause (iv), the disclosing party agrees to provide Borrowers with prior notice thereof, to the
extent that it is practicable to do so and to the extent that the disclosing party is permitted to
provide such prior notice to Borrowers pursuant to the terms of the applicable statute, decision,
or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause
(iv) shall be limited to the portion of the Confidential Information as may be required by such
statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed
to in advance by Borrowers or as requested or required by any Governmental Authority pursuant to
any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause
(v) the disclosing party agrees to provide Borrowers with prior notice thereof, to the extent that
it is practicable to do so and to the extent that the disclosing party is permitted to provide such
prior notice to Borrowers pursuant to the terms of the subpoena or other legal process and (y) any
disclosure under this clause (v) shall be limited to the portion of the Confidential Information as
may be required by such governmental authority pursuant to such subpoena or other legal process,
(vi) as to any such information that is or becomes generally available to the public (other than as
a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives),
(vii) in connection with any assignment, participation or pledge of any Lender’s interest under
this Agreement, provided that any such assignee, participant, or pledgee shall have agreed in
writing to receive such information hereunder subject to the terms of this Section, (viii) in
connection with any litigation or other adversary proceeding involving parties hereto which such
litigation or adversary proceeding involves claims related to the rights or duties of such parties
under this Agreement or the other Loan Documents; provided, that, prior to any disclosure to any
Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their
respective counsel) under this clause (viii) with respect to litigation involving any Person (other
than Borrowers, Agent, any Lender, any of their respective Affiliates, or their respective
counsel), the disclosing party agrees to provide Borrowers with prior notice thereof, and (ix) in
connection with, and to the extent reasonably necessary for, the exercise of any secured creditor
remedy under this Agreement or under any other Loan Document.



          (b) Anything in this Agreement to the contrary notwithstanding, Agent may provide information
concerning the terms and conditions of this Agreement and the other Loan Documents to loan
syndication and pricing reporting services.



     17.10 Lender Group Expenses. Borrowers agree to pay any and all Lender Group
Expenses promptly after demand therefor by Agent and agrees that its obligations contained in
this Section 17.10 shall survive payment or satisfaction in full of all other
Obligations.



     17.11 USA 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.



     17.12 Integration. This Agreement, together with the other Loan Documents, reflects the
entire understanding of













 



Page 52 of 54



     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.




     17.13 Parent as Agent for Borrowers. Each Borrower hereby irrevocably appoints Parent
as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative
Borrower”) which appointment shall remain in full force and effect unless and until Agent shall
have received prior written notice signed by each Borrower that such appointment has been revoked
and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby
irrevocably appoints and authorizes the Administrative Borrower (i) to provide Agent with all
notices with respect to Advances and Letters of Credit obtained for the benefit of any Borrower and
all other notices and instructions under this Agreement and (ii) to take such action as the
Administrative Borrower deems appropriate on its behalf to obtain Advances and Letters of Credit
and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of
this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined
fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order
to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner
and at their request, and that Lender Group shall not incur liability to any Borrower as a result
hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the
Loan Account and the Collateral in a combined fashion since the successful operation of each
Borrower is dependent on the continued successful performance of the integrated group. To induce
the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally
agrees to indemnify each member of the Lender Group and hold each member of the Lender Group
harmless against any and all liability, expense, loss or claim of damage or injury, made against
the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by
reason of (a) the handling of the Loan Account and Collateral of Borrowers as herein provided, (b)
the Lender Group’s relying on any instructions of the Administrative Borrower, or (c) any other
action taken by the Lender Group hereunder or under the other Loan Documents, except that Borrowers
will have no liability to the relevant Agent-Related Person or Lender-Related Person under this
Section 17.13 with respect to any liability that has been finally determined by a court of
competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of
such Agent-Related Person or Lender-Related Person, as the case may be.



     17.14 Tendered Currency. If for any reason it is necessary to convert any funds
tendered to Agent into or from any currency other than Dollars (such other currency being
hereinafter referred to as the “Tendered Currency”), the rate of exchange used shall be the
Exchange Rate on the Business Day preceding that on which such other currency is tendered to the
Agent. The obligation of each Borrower in respect of any such sum due from it to any Agent or any
member of the Lender Group hereunder shall, notwithstanding any tender or any judgment in such
Tendered Currency, be discharged only to the extent that Agent, in accordance with its customary or
other reasonable procedures, purchases Dollars with the Tendered Currency so received. If the
amount of Dollars so purchased is less than the sum originally due to Agent or any other member of
the Lender Group, as applicable, in Dollars, each Borrower agrees, as a separate obligation and
notwithstanding any judgment, to indemnify the Agents and the Lender Group against such loss, and
if the Dollars so purchased exceed the sum originally due to Agent or any member of the Lender
Group in Dollars, such Agent or such member of the Lender Group, as applicable, agrees to remit to
such Borrower such excess.



[Signature pages to follow.]




        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
as of the date first above written.



	 	 	 	 	 

	SKECHERS U.S.A., INC.,	 	 
	a Delaware corporation, as a Borrower	 	 
	By:

	 	/s/ Frederick Schneider
 

	 	 
	Name:

	 	Frederick Schneider
 

	 	 
	Title:

	 	Chief Financial Officer
 

	 	 
	 
	 	 	 	 
	SKECHERS U.S.A., INC. II,	 	 
	a Delaware corporation, as a Borrower	 	 
	By:

	 	/s/ David Weinberg
 

	 	 
	Name:

	 	David Weinberg
 

	 	 
	Title:

	 	Chief Financial Officer
 

	 	 












 



Page 53 of 54


	 	 	 	 	 

	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
 

	 	 






	 	 	 

	WELLS FARGO FOOTHILL, LLC,
	 	 
	a Delaware limited liability
	 	 
	company, as Agent and as a Lender
 


	 	 
	By: /s/ Todd Nakamoto
 


	 	 
	Name: Todd Nakamoto
 


	 	 
	Title: Senior Vice President
 


	 	 
	 
	 	 
	BANK OF AMERICA, N.A.,
	 	 
	as a Lender
 


	 	 
	By: /s/ Stephen King
 


	 	 
	Name: Stephen King
 


	 	 
	Title: SVP
 


	 	 
	 
	 	 
	PNC BANK, N.A.,
	 	 
	as a Lender
 


	 	 
	By: /s/ Mark Tito
 


	 	 
	Name: Mark Tito
 


	 	 
	Title: Vice President
 


	 	 
	 
	 	 
	UNION BANK, N.A.,
	 	 
	as a Lender
 


	 	 
	By: /s/ Peter Ehlinger
 


	 	 
	Name: Peter Ehlinger
 


	 	 
	Title: VP
 


	 	 
	 
	 	 
	HSBC BUSINESS CREDIT (USA) INC.,
	 	 
	as a Lender
 


	 	 
	By:
/s/ Daniel J. Williams
 


	 	 
	Name: Daniel J. Williams
 


	 	 
	Title: Vice President
 


	 	 
	 
	 	 
	CIT BANK,
	 	 
	as a Lender
 


	 	 
	By: /s/ Daniel Burnett
 


	 	 
	Name: Daniel Burnett
 


	 	 
	Title: Authorized Signatory
 


	 	 
	 
	 	 
	CAPITAL ONE, N.A.,
	 	 
	as a Lender
 


	 	 
	By: /s/ Ari Kaplan
 


	 	 
	Name: Ari Kaplan
 


	 	 
	Title:
S.V.P.
 


	 	 












 



Page 54 of 54


	 	 	 

	U.S. BANK NATIONAL ASSOCIATION,
	 	 
	as a Lender
 


	 	 
	By: /s/ Wayne Eliott
 


	 	 
	Name: Wayne Eliott
 


	 	 
	Title: V P
 


	 	 







 











 





EXHIBIT A-1




FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT



          This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of                    
between                      (“Assignor”) and                      (“Assignee”). Reference is made to the Agreement described in Annex
I hereto (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Credit Agreement.




          1. In accordance with the terms and conditions of Section 13 of the Credit Agreement,
the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and
assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the
Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor, and
Assignor’s portion of the Commitments, all to the extent specified on Annex I.




          2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of
the interest being assigned by it hereunder and that such interest is free and clear of any adverse
claim and (ii) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes
no representation or warranty and assumes no responsibility with respect to (i) any statements,
representations or warranties made in or in connection with the Loan Documents, or (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any other instrument or document furnished pursuant thereto; (c) makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
any Borrower or any Guarantor or the performance or observance by any Borrower or any Guarantor of
any of their respective obligations under the Loan Documents or any other instrument or document
furnished pursuant thereto, and (d) represents and warrants that the amount set forth as the
Purchase Price on Annex I represents the amount owed by Borrower to Assignor with respect
to Assignor’s share of the Advances assigned hereunder, as reflected on Assignor’s books and
records.




          3. The Assignee (a) confirms that it has received copies of the Credit Agreement and the other
Loan Documents, together with copies of the financial statements referred to therein and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment Agreement; (b) agrees that it will, independently and without
reliance upon Agent, Assignor, or any other Lender, based upon such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking any action under the Loan Documents; (c) confirms that it is eligible as an assignee under
the terms of the Credit Agreement; (d) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent
by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees
that it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender; [and (f) attaches the forms
prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s
status for purposes of determining exemption from United States withholding taxes with respect to
all payments to be made to the Assignee under the Credit Agreement or such other documents as are
necessary to indicate that all such payments are subject to such rates at a rate reduced by an
applicable tax treaty.]




          4. Following the execution of this Assignment Agreement by the Assignor and Assignee, the
Assignor will deliver this Assignment Agreement to the Agent for recording by the Agent. The
effective date of this Assignment (the “Settlement Date”) shall be the latest to occur of (a) the
date of the execution and delivery hereof by the Assignor and the Assignee, (b) the receipt by
Agent for its sole and






 









 







separate account a processing fee in the amount of $3,500 (if required by the Credit
Agreement), (c) the receipt of any required consent of the Agent, and (d) the date specified in
Annex I.




          5. As of the Settlement Date (a) the Assignee shall be a party to the Credit Agreement and, to
the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and
obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall,
to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights
and be released from its obligations under the Credit Agreement and the other Loan Documents,
provided, however, that nothing contained herein shall release any assigning Lender
from obligations that survive the termination of this Agreement, including such assigning Lender’s
obligations under Article 15 and Section 17.9 of the Credit Agreement.




          6. Upon the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as set forth
in Annex I). From and after the Settlement Date, Agent shall make all payments that are
due and payable to the holder of the interest assigned hereunder (including payments of principal,
interest, fees and other amounts) to Assignor for amounts which have accrued up to but excluding
the Settlement Date and to Assignee for amounts which have accrued from and after the Settlement
Date. On the Settlement Date, Assignor shall pay to Assignee an amount equal to the portion of any
interest, fee, or any other charge that was paid to Assignor prior to the Settlement Date on
account of the interest assigned hereunder and that are due and payable to Assignee with respect
thereto, to the extent that such interest, fee or other charge relates to the period of time from
and after the Settlement Date.




          7. This Assignment Agreement may be executed in counterparts and by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. This Assignment Agreement may be
executed and delivered by telecopier or other facsimile transmission all with the same force and
effect as if the same were a fully executed and delivered original manual counterpart.




          8. THE VALIDITY OF THIS ASSIGNMENT AGREEMENT, 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.




          9. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
ASSIGNMENT AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE COURTS, AND, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, FEDERAL COURTS, LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK.
ASSIGNOR, ASSIGNEE, AND AGENT WAIVE, 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 9.




          10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASSIGNOR, ASSIGNEE, AND AGENT HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF THIS ASSIGNMENT AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
ASSIGNOR, ASSIGNEE, AND AGENT REPRESENT 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 ASSIGNMENT AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO
A TRIAL BY THE COURT.







 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I
hereto to be executed by their respective officers, as of the first date written above.




	 	 	 	 	 
	 	[NAME OF ASSIGNOR]



as Assignor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF ASSIGNEE]



as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ACCEPTED THIS ___DAY OF
                    




WELLS FARGO FOOTHILL, LLC,

a Delaware limited liability company, as Agent




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






 









 






ANNEX FOR ASSIGNMENT AND ACCEPTANCE




ANNEX I




	1.	 	Borrowers: SKECHERS U.S.A., INC., a Delaware corporation, SKECHERS U.S.A., INC. II, a
Delaware corporation, SKECHERS BY MAIL, INC., a Delaware corporation, and 310 GLOBAL BRANDS,
INC., a Delaware corporation
	 
	2.	 	Name and Date of Credit Agreement:






Credit Agreement, dated as of June 30, 2009, by and among the Borrowers, the
lenders from time to time a party thereto (the “Lenders”), WELLS
FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint lead
arranger and administrative agent for the Lenders, BANK OF AMERICA, N.A., as
syndication agent, and BANC OF AMERICA SECURITIES LLC, as a joint lead
arranger



	 	 	 	 	 	 	 

	3.	 	Date of Assignment Agreement:	 	                      
	 
	 	 	 	 	 	 
	4.	 	Assigned Amounts:	 	 
	 
	 	 	 	 	 	 
	 

	 	a.
	 	Assigned Amount of Revolver Commitment
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	b.
	 	Assigned Amount of Advances
	 	$                    
	 
	 	 	 	 	 	 
	5.	 	Settlement Date:	 	                      
	 
	 	 	 	 	 	 
	6.	 	Purchase Price	 	$                    
	 
	 	 	 	 	 	 
	7.	 	Notice and Payment Instructions, etc.	 	 





Assignee:                                                   Assignor:



                                                             
                                        



                                                             
                                        



                                                             
                                        




 









 






	 	 	 	 	 	 	 

	 

	 	Exhibit B-1
	 	 	 	Wells Fargo Foothill
	 
	 	 	 	 	 	 
	BORROWING BASE CERTIFICATE

	 	Skechers U.S.A., Inc.
	 	Date Prepared:
	 	xx/xx/xx
	 

	 	 	 	 	 	 
	 

	 	 	 	Date as of:
	 	xx/xx/xx





The undersigned, SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), pursuant to
Schedule 5.2 of that certain Credit Agreement dated as of June 30, 2009 (as amended, restated,
modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit
Agreement”), entered into among Parent, each of Parent’s Subsidiaries identified on the signature
pages thereof (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 signatory thereto (the “Lenders”) and WELLS FARGO FOOTHILL, LLC, a
Delaware limited liability company, as a joint arranger and administrative agent for the Lenders
(in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”),
hereby certifies to Agent that the following items, calculated in accordance with the terms and
definitions set forth in the Credit Agreement for such items are true and correct, and that the
Borrowers are in compliance with and, after giving effect to any currently requested Advances or
Letters of Credit, will be in compliance with, the terms, conditions, and provisions of the Credit
Agreement.



All initially capitalized terms used in this Borrowing Base Certificate have the meanings set forth
in the Credit Agreement unless specifically defined herein.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	Borrowing Base Detail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	Total Accounts Receivable	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	2	 	Less:	 	Past Due
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	3	 	 	 	Past Due Credits
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	4	 	 	 	50% cross-agings
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	5	 	 	 	Intercompany
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	6	 	 	 	Foreign Accounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	7	 	 	 	Government Accounts > $2.5MM
	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	8	 	 	 	COD Accounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	9	 	 	 	Debit Memos
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	10	 	 	 	Employee Sales
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	11	 	 	 	Extended Terms >$2.5MM
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	12	 	 	 	Samples/Demos
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	13	 	 	 	Consignment/Guaranteed Sale
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	14	 	 	 	Bankrupt/Doubtful Accounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	15	 	 	 	Contra Accounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	16	 	 	 	Anticipated Discounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	17	 	 	 	> Concentration Limits
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	18	 	 	 	Other Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	19	 	 	 	Other Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	20	 	 	 	Other Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	Total Non Primes	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	Total Eligible Accounts Receivable	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Advance Rates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	85	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	Allowable Accounts Receivable Advances	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	Less:	 	Dilution Reserves
	 	 	2	%	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	25	 	 	 	Other Reserves
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	Total Available Accounts Receivable Advances Net of Reserves	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	Wholesale
	 	 	Retail
	 	 	In-Transit
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	Total Inventory Calculation	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	28	 	Less:	 	Shrinkage
	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	 	 	 
	29	 	 	 	Discontinued Brands
	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	 	 	 
	30	 	 	 	Slow Moving Inventory
	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	 	 	 
	31	 	 	 	Small/Offsite
	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	 	 	 
	32	 	 	 	Lower of Cost or Market
	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	 	 	 
	33	 	 	 	Overcapitalized Freight
	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	 	 	 
	34	 	 	 	In-Transit Ineligibles
	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	 	 	 
	35	 	 	 	Unreconciled Variance
	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	 	 	 
	36	 	Total Non Primes	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	Total Eligible Inventory	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	Inventory Advance Rates @ Cost	 	 	70	%	 	 	70	%	 	 	70	%	 	 	 	 
	39	 	Eligible Inventory Advances per Cost (In Transit Capped @ $25MM)	 	 	—	 	 	 	—	 	 	 	—	 	 	$	—	 
	40	 	Appraised Value — NOLV	 	 	76	%	 	 	100	%	 	 	76	%	 	 	 	 
	41	 	Effective Advance Rate per Appraisal (85% X NOLV) 	 	85	%	 	 	65	%	 	 	85	%	 	 	65	%	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42	 	Eligible Inventory Advances per NOLV (In Transit Capped @ $25MM)	 	 	—	 	 	 	—	 	 	 	—	 	 	$	—	 
	43	 	Lesser of Line 39 or Line 42	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	44	 	Less:	 	Unpaid Duty on Free Trade Inventory
	 	 	9.3	%	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	45	 	 	 	Unpaid Duty on In Transit Inventory
	 	 	9.3	%	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	46	 	 	 	Freight for In Transit Inventory
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	47	 	 	 	Gift Card Liability
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	48	 	 	 	Estimated Royalty to be paid
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	49	 	 	 	Other Reserve
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	50	 	 	 	Other Reserve
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51	 	Total Available Inventory Advances Net of Reserves	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52	 	Seasonal Inventory Limit (from 5/1/xx - 7/31/xx = $150MM; otherwise $125MM)	 	 	 	 	 	 	 	 	 	 	 	 	 	$	125,000,000	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53	 	Allowable Inventory Advances (Lesser of Line 51 and Line 52)	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54	 	Total Available (sum Line 26 and Line 53 - Cannot exceed $250MM)	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	55	 	Less:	 	Bank Products Reserve
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	56	 	 	 	Rent Reserves
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	57	 	 	 	Duty Payable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	58	 	 	 	Royalty Payable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	59	 	 	 	Other Reserves
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	60	 	Maximum Advance Amount	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61	 	Revolver Balance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62	 	Letters of Credit and Acceptances (Maximum Amount = $50MM)	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63	 	Total Outstanding Advances	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	64	 	Total Availability/(Over-Advance)            (Line 60 minus Line 63)	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




Additionally, the undersigned hereby certifies and represents and warrants to the Lender Group
on behalf of the Borrowers that (i) as of the date hereof, each representation or warranty
contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or
other writing furnished at any time under or in connection with any Loan Document, and as of the
effective date of any advance, continuation or conversion requested above is true and correct in
all material respects (except to the extent any representation or warranty expressly related to an
earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been
performed (to the extent required to be performed on or before the date hereof or each such
effective date), (iii) no Default or Event of Default has occurred and is continuing on the date
hereof, nor will any thereof occur after giving effect to the request above, and (iv) all of the
foregoing is true and correct as of the effective date of the calculations set forth above and that
such calculations have been made in accordance with the requirements of the Credit Agreement.




	 	 	 	 	 	 	 

	 	 	SKECHERS U.S.A., INC.,

a Delaware corporation, as Administrative Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






EXHIBIT B-2




FORM OF BANK PRODUCTS PROVIDER LETTER AGREEMENT



[Letterhead of Specified Bank Products Provider]



[Date]



Wells Fargo Foothill, LLC, as Agent

2450 Colorado Avenue

Suite 3000 West

Santa Monica, California 90404

Attention: Business Finance Division Manager

Fax No.: 310-453-7413




          Reference is hereby made to that certain Credit Agreement, dated as of June 30, 2009 (as
amended, restated, supplemented, or modified from time to time, the “Credit Agreement”), by
and among the lenders party thereto (such lenders, together with their respective successors and
assigns, are referred to hereinafter each individually as a “Lender” and collectively as
the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as a joint
lead arranger and administrative agent for the Lenders (together with its successors and assigns in
such capacity, “Agent”), SKECHERS U.S.A., INC., a Delaware corporation (“Parent”),
SKECHERS U.S.A., INC. II, a Delaware corporation (“Skechers II”), SKECHERS BY MAIL, INC., a
Delaware corporation (“Skechers Mail”), 310 GLOBAL BRANDS, INC., a Delaware corporation
(“310 Global; together with Parent, Skechers II, and Skechers Mail, are referred to
hereinafter each individually as a “Borrower”, and individually and collectively, jointly
and severally, as the “Borrowers”), BANK OF AMERICA, N.A., as syndication agent, and BANC
OF AMERICA SECURITIES LLC, as a joint lead arranger. Capitalized terms used herein but not
specifically defined herein shall have the meanings ascribed to them in the Credit Agreement.




          Reference is also made to that certain [describe the Bank Product Agreement or Agreements]
(the “Specified Bank Product Agreement [Agreements]”) dated as of [                    ] by and
between [Lender or Affiliate of Lender] (the “Specified Bank Products Provider”) and
[identify the Loan Party].




     1. Appointment of Agent. The Specified Bank Products Provider hereby designates and
appoints Agent, and Agent by its signature below hereby accepts such appointment, as its
representative under the Credit Agreement and the other Loan Documents, and Specified Bank Products
Provider and Agent each agree that the provisions of Sections 15.1, 15.2, 15.3, 15.4, 15.6,
15.7, 15.8, 15.11(b), 15.12, 15.13, 15.14, and 15.15, including, as applicable, the
defined terms referenced therein (but only to the extent used therein), which govern the
relationship, and certain representations, acknowledgements, appointments, rights, restrictions,
and agreements, between the Agent, on the one hand, and the Lenders or the Lender Group, on the
other hand, shall, from and after the date of this letter agreement also apply to and govern,
mutatis mutandis, the relationship between the Agent, on the one hand, and the Specified Bank
Product Provider with respect to the Bank Products provided pursuant to the Specified Bank Product
Agreement[s], on the other hand.



     2. Acknowledgement of Certain Provisions of Credit Agreement. The Specified Bank
Products Provider hereby acknowledges that it has reviewed the provisions of Sections
2.4(b)(ii), 14.1, 15.9, 15.11, and 17.5 of the Credit Agreement, including, as
applicable, the defined terms referenced therein, and agrees to be bound by the provisions thereof.



 









 





     3. Reporting Requirements. On a monthly basis (not later than the 10th Business Day
of each calendar month) the Specified Bank Products Provider agrees to provide Agent with a written
report, in form and substance satisfactory to Agent, detailing Specified Bank Products Provider’s
reasonable determination of the credit exposure of Parent and its Subsidiaries in respect of the
Bank Products provided by Specified Bank Products Provider pursuant to the Specified Bank Products
Agreement[s]. If Agent does not receive such written report within the time period provided above,
Agent shall be entitled to assume that the reasonable determination of the credit exposure of
Parent and its Subsidiaries with respect to the Bank Products provided pursuant to the Specified
Bank Products Agreement[s] is zero. Specified Bank Products Provider acknowledges and agrees that
Agent shall be entitled to rely on the information in such reports to establish the Bank Product
Reserve and agrees that if such reports are not delivered to Agent within the time period specified
above, Agent shall be entitled to implement a Bank Products Reserve in respect of the Bank Product
Obligations pursuant to the Specified Bank Products Agreement[s] equal to zero.



     4. Bank Product Obligations. From and after the delivery of this letter agreement to
Agent and the acknowledgement of this letter agreement by Agent, the obligations and liabilities of
Parent and its Subsidiaries to Specified Bank Product Provider in respect of Bank Products
evidenced by the Specified Bank Product Agreement[s] shall constitute Bank Product Obligations and
Specified Bank Product Provider shall constitute a Bank Product Provider.



     5. Notices. All notices and other communications provided for hereunder shall be
given in the form and manner provided in Section 11 of the Credit Agreement, and, if to
Agent, shall be mailed, sent, or delivered to Agent in accordance with Section 11 in the
Credit Agreement, if to Administrative Borrower or any other Borrower, shall be mailed, sent, or
delivered to such Borrower in accordance with Section 11 in the Credit Agreement, and, if
to Specified Bank Products Provider, shall be mailed, sent or delivered to the address set forth
below, or, in each case as to any party, at such other address as shall be designated by such party
in a written notice to the other party.



	 	 	 	 	 	 	 	 	 

	 

	 	If to Specified Bank

Products Provider:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Attn:	 	 	 	 
	 

	 	 	 	Fax No.
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






     6. Miscellaneous. This letter agreement is for the benefit of the Agent, the
Specified Bank Products Provider, the Borrowers and each their respective successors and assigns
(including any successor agent pursuant to Section 15.9 of the Credit Agreement). In
connection with any transfer or assignment by Specified Bank Products Provider of any Specified
Bank Products Agreement, the assignees or transferees of Specified Bank Product Provider shall
bind themselves in a writing addressed to the Agent to the terms of this letter agreement. Unless
the context of this letter 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.” This letter agreement is a Loan Document. This letter
agreement may be executed in any number of counterparts and by different parties on separate
counterparts. Each of such counterparts shall be deemed to be an original, and all of such
counterparts, taken together, shall constitute but one and the same agreement. Delivery of an



 









 




executed counterpart of this letter by telefacsimile or other means of electronic transmission
shall be equally effective as delivery of a manually executed counterpart.




     7. Governing Law.



          (a) THE VALIDITY OF THIS LETTER AGREEMENT, 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.




          (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS LETTER
AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE COURTS, AND, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, FEDERAL COURTS, LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. EACH
BORROWER, SPECIFIED BANK PRODUCTS PROVIDER, AND AGENT WAIVE, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT
TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 7(b).




          (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER, SPECIFIED BANK PRODUCTS
PROVIDER, AND AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. EACH BORROWER, SPECIFIED BANK PRODUCTS PROVIDER, AND AGENT 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 LETTER AGREEMENT MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.




[signature pages to follow]









 









 











	 	 	 	 	 	 	 

	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	[SPECIFIED BANK PRODUCTS PROVIDER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 











 









 











Acknowledged, accepted, and agreed

as of the date first written above:




SKECHERS U.S.A., INC., a Delaware

corporation, as Administrative Borrower




	 	 	 	 	 

	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






 









 






Acknowledged, accepted, and

agreed as of                     , 20___:




WELLS FARGO FOOTHILL, LLC,

a Delaware limited liability company,

as Agent




	 	 	 	 	 

	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 









 









 








EXHIBIT B-3




FORM OF BAILEE AND AGENCY AGREEMENT



                     __, 20__




[Name of Bailee]

                                        

                                        

                                        

Attn:                     



Dear Sir/Madam:




          Reference is hereby made to that certain Credit Agreement, dated as of June 30, 2009 (as
amended, restated, supplemented, or modified from time to time, the “Credit Agreement”), by
and among the lenders party thereto (such lenders, together with their respective successors and
permitted assigns, are referred to hereinafter each individually as a “Lender” and
collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability
company, as a joint lead arranger and administrative agent for the Lenders (“Agent”),
SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), SKECHERS U.S.A., INC. II, a
Delaware corporation (“Skechers II”), SKECHERS BY MAIL, INC., a Delaware corporation
(“Skechers Mail”), 310 GLOBAL BRANDS, INC., a Delaware corporation (“310 Global;
together with Parent, Skechers II, and Skechers Mail, are referred to hereinafter each individually
as a “Borrower”, and individually and collectively, jointly and severally, as the
“Borrowers”) and BANK OF AMERICA, N.A., as syndication agent, and BANC OF AMERICA
SECURITIES LLC, as a joint lead arranger. Capitalized terms used herein but not specifically
defined herein shall have the meanings ascribed to them in the Credit Agreement.




          You (“[BAILEE NAME]”) act as each Borrower’s agent for the purpose of taking
possession of goods and inventory, including goods which are represented by bills of lading and/or
other documents of title (“Documents”). Agent has requested that you act as its bailee and
agent for the limited purpose of perfecting and protecting the interest of Agent in such Documents
and in such goods, and you have agreed to do so.




          1. Acknowledgement and Appointment of [BAILEE NAME] as Agent and Bailee. [BAILEE
NAME] acknowledges to Agent and each Borrower that (a) it acts as each Borrower’s agent and bailee
for the purposes of receiving, retaining, and holding possession of Documents for goods and for
receiving, retaining, and holding possession of goods, including goods for which such Documents
have been issued, and (b) it receives, retains, and holds possession of such goods and Documents in
its capacity as agent and bailee for the benefit of each applicable Borrower. [BAILEE NAME] is
hereby appointed as agent and bailee for the Agent to receive, retain and hold possession of any
and all goods and Documents heretofore or at any time hereafter acquired by any Borrower and which
are received by [BAILEE NAME] (such goods, Documents and other property, collectively, the
“Property”), and [BAILEE NAME] hereby accepts such appointment and agrees to receive, hold,
and retain possession of all such Property for and on behalf of the Agent, such receipt, holding,
and retention of possession of the






 









 







Property being for the purpose of perfecting and preserving Agent’s security interests in the
Property by possession. [BAILEE NAME] acknowledges Agent’s security interest in the Property and
acknowledges that [BAILEE NAME] holds possession of the Property, in its capacity as agent and
bailee for the benefit of Agent, irrespective of whether or not Agent is named consignee in any
associated Document. In connection with the foregoing, [BAILEE NAME] will note the security
interests of Agent in the Property on [BAILEE NAME]’s books and records.




          2. Delivery of Documents; Release of Goods. Until [BAILEE NAME] receives written
notification in the form attached hereto as Exhibit A from Agent (“Notice”) that an
Event of Default has occurred and is continuing under the Credit Agreement, [BAILEE NAME] is
authorized by Agent to, and [BAILEE NAME] may:




               a. deliver (i) if [BAILEE NAME] is not the issuing carrier, the Documents to the
issuing carrier or to its agent (who shall act on [BAILEE NAME]’s behalf as [BAILEE NAME]’s
sub-agent hereunder) for the purpose of permitting the applicable Borrower to obtain possession or
control of the Property subject to such Documents; (ii) if [BAILEE NAME] is the issuing carrier,
the Documents to itself or to its agent (who shall act on [BAILEE NAME]’s behalf as [BAILEE NAME]’s
sub-agent hereunder) for the purpose of permitting the applicable Borrower to obtain possession or
control of the Property subject to such Documents; and (iii) the Property to a Borrower, in each
instance as directed by a Borrower;



               b. execute documents on Agent’s behalf with respect to Property (i) in order to release such
Property to a Borrower for the purpose of (y) the ultimate sale of exchange of such Property or (z)
loading, unloading, storing, shipping, transshipping, manufacturing, processing, or otherwise
dealing with the Property in a manner preliminary to the sale or exchange of the Property, provided
that such authorization pursuant to this clause (i) shall be limited to those acts necessary to
cause such release, and (ii) which [BAILEE NAME] deems reasonably necessary to perfect or protect
Agent’s security interest in such Property; provided, however, in each case [BAILEE
NAME] shall not have the authority to create any obligations or liabilities on Agent’s behalf.



          3. The Borrowers hereby confirm to [BAILEE NAME] that [BAILEE NAME] should follow instructions
from Agent as provided herein, even if such instructions are contrary to any instructions given
(whether previously or subsequently) by the Borrowers to [BAILEE NAME]. The Borrowers hereby
further agree to indemnify [BAILEE NAME] from and to hold [BAILEE NAME] harmless against any loss,
cost or expense that [BAILEE NAME] may sustain or incur in acting upon instructions from Agent
which [BAILEE NAME] believes in good faith to be instructions from Agent.




          4. Notice from Agent to Follow Agent’s Instructions. Upon [BAILEE NAME]’s receipt of
a Notice from Agent, [BAILEE NAME] shall thereafter follow solely the instructions of Agent
concerning the disposition of the Property and will not follow any instructions of any Borrower or
any other person concerning the same.




          5. Limited Authority. [BAILEE NAME]’s sole authority as the agent and bailee for
Agent is to receive, hold, and maintain possession of the Property on behalf of Agent and to follow
the instructions of Agent as provided herein. Except as may be specifically






-2-









 







authorized and instructed by Agent, [BAILEE NAME] shall have no authority as the agent and
bailee of Agent to undertake any other action or to enter into any other commitments on behalf of
Agent.




          6. Expenses. Agent shall not be obligated to compensate [BAILEE NAME] for serving as
agent and bailee hereunder, nor shall Agent be responsible for any fees, expenses, customs, duties,
taxes, or other charges relating to the Property. [BAILEE NAME] acknowledges that the Borrowers
are solely responsible for payment of any compensation and charges which are to any Borrower’s
account in accordance with any agreement between [BAILEE NAME] and any of the Borrowers. The
Borrowers are further responsible for paying any fees, expenses, customs duties, taxes, or other
charges which are, or may, accrue, to the account of the Property in accordance with any agreement
between [BAILEE NAME] and any of the Borrowers. Agent, at Agent’s sole option, may authorize
[BAILEE NAME] to perform specified services on behalf of Agent, at reasonable mutually agreed rates
of compensation, which shall be to Agent’s account and payable to [BAILEE NAME] by Agent (provided,
however, such payment shall not affect any obligation of the Borrowers to reimburse Agent for any
such reasonable compensation or other reasonable, out-of-pocket costs or expenses incurred by
Agent).




          7. Term.




               a. Upon (i) payment in full of the Obligations (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 the Credit Agreement to be repaid or cash collateralized in accordance with the
provisions of the Credit Agreement and (ii) the expiration or termination of the Commitments, this
letter agreement ( “Agreement”) will terminate automatically, without any further action by
any party hereto.



               b. In the event that [BAILEE NAME] desires to terminate this Agreement, [BAILEE
NAME] shall furnish Agent with sixty (60) days prior written notice of [BAILEE NAME]’s intention to
do so. During such 60-day period (which may be shortened by notice to [BAILEE NAME] by Agent),
[BAILEE NAME] shall continue to serve as agent and bailee hereunder. [BAILEE NAME] shall also
cooperate with Agent and execute all such documentation and undertake all such action as may be
reasonably required by Agent in connection with such termination. Such notice shall be given to
the following address (or to such other address, written notice of which is given [BAILEE NAME] by
or on behalf of Agent):


Wells Fargo Foothill, LLC, as Agent

2450 Colorado Avenue

Suite 3000 West

Santa Monica, California 90404

Attn: Business Finance Division Manager

Fax No.: 310-453-7413




               c. Except as provided in Section 7(b) above, this Agreement shall remain in full
force and effect until [BAILEE NAME] receives written notification from Agent of the termination of
[BAILEE NAME]’s responsibilities hereunder.



-3-









 





          8. Governing Law.




               a. THE VALIDITY OF THIS AGREEMENT, 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.



               b. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH
THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE COURTS, 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
BORROWER, [BAILEE NAME], AND AGENT WAIVE, 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(B).



               c. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER, [BAILEE
NAME], AND AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. EACH BORROWER, [BAILEE NAME], AND AGENT REPRESENT 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 AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.



          9. [BAILEE NAME] agrees and acknowledges that it does not have, and in no event will it
assert, as against Agent, any lien, right of distraint or levy, right of offset, claim, deduction,
counterclaim, security or other interest in any Property now or hereafter located on any of its
premises or in its possession or control, including any of the foregoing which might otherwise
arise or exist in [BAILEE NAME]’s favor pursuant to any agreement, common law, statute or
otherwise; provided, however, that, the foregoing shall not invalidate any
non-consensual lien provided by applicable law up to the amount of any costs, fees, freight
charges, storage costs, or other charges or expenses incurred or paid by [BAILEE NAME] with respect
to Property then in the possession of [BAILEE NAME], for which [BAILEE NAME] has not received
payment, but not for any amount owed on account of any other Property, item or matter. [BAILEE
NAME] represents and warrants that it does not know of any security interest or other claim with
respect to such Property, other than the security interest in favor of Agent.




          10. [BAILEE NAME] further agrees to allow Agent and its agents to enter upon its premises
during business hours for (i) the purpose of examining or making copies of any






-4-









 







books and records related thereto; and (ii) upon receipt of a Notice, removing, taking
possession of or otherwise dealing with any Property at any time in its possession.




          11. [BAILEE NAME] understands that Agent is relying upon this Agreement in connection with the
financing arrangements provided to the Borrowers in the Credit Agreement. This Agreement shall be
binding upon [BAILEE NAME]’s successors and assigns and shall inure to the benefit of Agent’s
successors and assigns. Each of the Lenders (including the Issuing Lenders) and each of the Bank
Product Providers shall be deemed to be an intended third party beneficiary of this Agreement.




          12. The Borrowers agree to reimburse [BAILEE NAME] for all reasonable, documented,
out-of-pocket costs and expenses incurred by [BAILEE NAME] as a direct result of [BAILEE NAME]’s
compliance with the instructions of Agent as to the disposition of the Property.




          13. The Borrowers hereby authorize [BAILEE NAME] to release to Agent any and all information,
including, without limitation, confidential information relating to the shipments of Property to
the Borrowers.




          14. 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.”




[signature pages to follow]




-5-









 





          If the foregoing correctly sets forth our understanding, please indicate [BAILEE NAME]’s
assent below following which this letter will take effect as a sealed instrument.




	 	 	 	 	 	 	 

	 	 	Very Truly Yours,
	 
	 	 	 	 	 	 
	 	 	SKECHERS U.S.A., INC.,

a Delaware corporation, as a Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SKECHERS U.S.A., INC. II,

a Delaware corporation, as a Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SKECHERS BY MAIL, INC.,

a Delaware corporation, as a Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	310 GLOBAL BRANDS, INC.,

a Delaware corporation, as a Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 






 









 






	 	 	 	 	 	 	 

	 	 	WELLS FARGO FOOTHILL, LLC,

a Delaware limited liability company, as Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






Accepted and agreed to

as of the date first above written:




[BAILEE NAME],

a                                          




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 











 









 








EXHIBIT A



                     ___,                     




[Name of Bailee]

                                        

                                        

                                        

Attn:                     

Fax No.:                     




          Re: Skechers U.S.A., Inc.



Dear [Mr.] [Ms.]                     :




     Reference is made to that certain Bailee and Agency Agreement, dated as of                      ___, 2009, by
and among the SKECHERS U.S.A., INC., a Delaware corporation (“Parent”), SKECHERS U.S.A.,
INC. II, a Delaware corporation (“Skechers II”), SKECHERS BY MAIL, INC., a Delaware
corporation (“Skechers Mail”), and 310 GLOBAL BRANDS, INC., a Delaware corporation
(“310 Global; together with Parent, Skechers II, and Skechers Mail, are referred to
hereinafter each individually as a “Borrower”, and individually and collectively, jointly
and severally, as the “Borrowers”), Wells Fargo Foothill, LLC, as the arranger and
administrative agent for the Lenders (“Agent”) and [Name of Bailee], a
                     (“[BAILEE NAME]”) (the “Agreement”). Capitalized terms not expressly
defined herein shall have the same meanings as assigned to those terms in the Agreement.



     Notice is hereby given to [BAILEE NAME] by Agent that an Event of Default under the Credit
Agreement has occurred and is continuing. [BAILEE NAME] is to immediately cease complying with the
Borrowers’ and any other person’s instructions (other than instructions from Agent) with respect to
the Property.



	 	 	 	 	 	 	 

	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC,

a Delaware limited liability company, as Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 





cc: Skechers U.S.A., Inc.






 









 








EXHIBIT C-1




FORM OF COMPLIANCE CERTIFICATE



[on Parent’s letterhead]




			
	To:	 	Wells Fargo Foothill, LLC, as Agent

under the below referenced Credit Agreement

2450 Colorado Avenue

Suite 3000 West

Santa Monica, California 90404

Attn: Business Finance Division Manager





          Re: Compliance Certificate dated                     



Ladies and Gentlemen:




          Reference is made to that certain CREDIT AGREEMENT (the “Credit Agreement”) dated as
of June 30, 2009, by and among the lenders identified on the signature pages thereof (such lenders,
together with their respective successors and permitted assigns, are referred to hereinafter each
individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO
FOOTHILL, LLC, a Delaware limited liability company, as a joint lead arranger and administrative
agent for the Lenders (“Agent”), BANK OF AMERICA, N.A., as syndication agent, BANC OF
AMERICA SECURITIES LLC, as a joint lead arranger, SKECHERS U.S.A., INC., a Delaware corporation
(“Parent”), and each of Parent’s Subsidiaries identified on the signature pages thereof
(such Subsidiaries, together with Parent, are referred to hereinafter each individually as a
“Borrower”, and individually and collectively, jointly and severally, as the
“Borrowers”). Capitalized terms used in this Compliance Certificate have the meanings set
forth in the Credit Agreement unless specifically defined herein.




          Pursuant to Schedule 5.1 of the Credit Agreement, the undersigned officer of Parent
hereby certifies that:




          1. The financial information of Parent and its Subsidiaries furnished in Schedule 1
attached hereto, has been prepared in accordance with GAAP (except for year-end adjustments and the
lack of footnotes), and fairly presents in all material respects the financial condition of Parent
and its Subsidiaries.




          2. Such officer has reviewed the terms of the Credit Agreement and has made, or caused to be
made under his/her supervision, a review in reasonable detail of the transactions and condition of
Parent and its Subsidiaries during the accounting period covered by the financial statements
delivered pursuant to Schedule 5.1 of the Credit Agreement.




          3. Such review has not disclosed the existence on and as of the date hereof, and the
undersigned does not have knowledge of the existence as of the date hereof, of any event or
condition that constitutes a Default or Event of Default, except for such conditions or events
listed on Schedule 2 attached hereto, specifying the nature and period of existence thereof
and what action Parent and its Subsidiaries have taken, are taking, or propose to take with respect
thereto.




          4. The representations and warranties of Parent and its Subsidiaries set forth in the Credit
Agreement and the other Loan Documents are true and correct in all material respects on and as of
the






 









 







date hereof (except to the extent they relate to a specified date), except as set forth on
Schedule 3 attached hereto.




          5. [Parent and its Subsidiaries are in compliance with the applicable covenants contained in
Section 7 of the Credit Agreement as demonstrated on Schedule 4 hereof.]1




          Pursuant to Schedule 5.2 of the Credit Agreement, the undersigned officer of
Parent hereby certifies that:




          [6. Attached hereto on Schedule 5 hereof is a true, correct, and complete listing of
all material registered trademarks, trade names, copyrights, patents, and licenses acquired by
Parent or any of its Subsidiaries not included on Schedule 4.13 as of [the Closing Date] or
[the most recently delivered update to Schedule 4.13 pursuant to Schedule
5.2].2




          [7. Attached hereto on Schedule 6 hereof is a reasonably detailed description
of the Material Contracts entered into by Parent or any of its Subsidiaries not included on
Schedule 4.17 as of [the Closing Date] or [the most recently delivered update to
Schedule 4.17 pursuant to
Schedule 5.2].3






 




			
	1	 	To be included for each fiscal quarter ended
immediately preceding the date on which any Financial Covenant Period
commences, each fiscal quarter ended during such Financial Covenant Period, and
each fiscal quarter during which any Financial Covenant Period was in effect.
	 
	2	 	To be included if any written notice is required to
be delivered by the Borrowers to Agent pursuant to Section 4.13 of the
Credit Agreement.
	 
	3	 	To be included if any written notice is required to
be delivered by the Borrowers to Agent pursuant to Section 4.17 of the
Credit Agreement.




 









 










     IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this
                     day of                     ,                     .



	 	 	 	 	 	 	 

	 	 	SKECHERS U.S.A., INC., a Delaware corporation,
as Parent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






SCHEDULE 1




Financial Information



 









 





SCHEDULE 2




Default or Event of Default



 









 





SCHEDULE 3




Representations and Warranties



 









 





SCHEDULE 4




Financial Covenants


1. Fixed Charge Coverage Ratio.




          Parent’s and its Subsidiaries’ Fixed Charge Coverage Ratio, measured as of the last day of the
four fiscal quarter period for the quarter period ending                     ,                      is ___:1.0, which
ratio [is/is not] greater than or equal to the ratio set forth in Section 7.1 of the Credit
Agreement for the corresponding period.







 









 








[SCHEDULE 5




Intellectual Property]



 









 





[SCHEDULE 6




Material Contracts]



 









 





EXHIBIT L-1




FORM OF LIBOR NOTICE



Wells Fargo Foothill, LLC, as Agent

under the below referenced Credit Agreement

2450 Colorado Avenue

Suite 3000 West

Santa Monica, California 90404



Ladies and Gentlemen:




          Reference hereby is made to that certain Credit Agreement, dated as of June 30, 2009 (the
“Credit Agreement”), among SKECHERS U.S.A., INC., a Delaware corporation
(“Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such
Subsidiaries, together with Parent, are referred to hereinafter each individually as a
“Borrower”, and individually and collectively, jointly and severally, as the
“Borrowers”), the lenders signatory thereto (the “Lenders”), WELLS FARGO FOOTHILL,
LLC, a Delaware limited liability company, as a joint lead arranger and administrative agent for
the Lenders (“Agent”), BANK OF AMERICA, N.A., as syndication agent, and BANC OF AMERICA
SECURITIES LLC, as a joint lead arranger. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Credit Agreement.




          This LIBOR Notice represents Borrowers’ request to elect the LIBOR Option with respect to
outstanding Advances in the amount of $                     (the “LIBOR Rate Advance”)[, and is a
written confirmation of the telephonic notice of such election given to Agent].




          The LIBOR Rate Advance will have an Interest Period of [1], [2], [3] month(s) commencing on                     .




          This LIBOR Notice further confirms Borrowers’ acceptance, for purposes of determining the rate
of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as determined
pursuant to the Credit Agreement.




          Administrative Borrower represents and warrants that (i) as of the date hereof, each
representation or warranty contained in or pursuant to any Loan Document or any agreement,
instrument, certificate, document or other writing furnished at any time under or in connection
with any Loan Document, and as of the effective date of any advance, continuation or conversion
requested above, is true and correct in all material respects (except to the extent any
representation or warranty expressly related to an earlier date), (ii) each of the covenants and
agreements contained in any Loan Document have been performed (to the extent required to be
performed on or before the date hereof or each such effective date), and (iii) no Default or Event
of Default has occurred and is continuing on the date hereof, nor will any thereof occur after
giving effect to the request above.







 









 








Wells Fargo Foothill, LLC, as Agent

Page 2




	 	 	 	 	 	 	 

	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SKECHERS U.S.A., INC., a Delaware corporation,
as Administrative Borrower
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 





Acknowledged by:




WELLS FARGO FOOTHILL, LLC,

a Delaware limited liability company, as Agent




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






 









 






Schedule A-1




Agent’s Account



     An account at a bank designated by Agent from time to time as the account into which Borrower
shall make all payments to Agent for the benefit of the Lender Group and into which the Lender
Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless
and until Agent notifies Administrative Borrower and the Lender Group to the contrary, Agent’s
Account shall be that certain deposit account bearing account number
[*] and maintained by
Agent with JPMorgan Chase Bank, New York, New York, ABA # [*].




 




			
	*	 	Confidential Portions Omitted and Filed Separately with  the
Commission.


 









 





Schedule A-2




Authorized Persons


Robert Greenberg



Michael Greenberg



David Weinberg



Frederick Schneider



Philip Paccione






 









 








Schedule C-1




Commitments



	 	 	 	 	 
	Lender	 	Commitment	 
	Wells Fargo Foothill, LLC
	 	$	72,500,000	 
	Bank of America, N.A.
	 	$	55,000,000	 
	CIT Bank
	 	$	27,500,000	 
	U.S. Bank National Association
	 	$	22,500,000	 
	Union Bank, N.A.
	 	$	20,000,000	 
	PNC Bank, N.A.
	 	$	20,000,000	 
	HSBC Business Credit (USA) Inc.
	 	$	20,000,000	 
	Capital One Leverage Finance Corporation
	 	$	12,500,000	 
	 
	 	 	 
	All Lenders
	 	$	250,000,000	 
	 
	 	 	 












 









 








Schedule D-1




Designated Account


Account number [*] of Administrative Borrower maintained with Administrative Borrower’s
Designated Account Bank, or such other deposit account of Administrative Borrower (located within
the United States) that has been designed as such, in writing, by Administrative Borrower to Agent.



“Designated Account Bank” means Bank of America, whose office is located at 675 Anton Blvd., 2nd
Floor, Costa Mesa, CA 92626, and whose ABA number is [*].




 




			
	*	 	Confidential Portions Omitted and Filed Separately with  the
Commission.




 








 





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




Domestic retail store locations



See attached list of domestic stores, which includes three stores (nos. 243, 274 and 286) that are
expected to open within the next three months. All of the domestic retail store locations are
leased by Skechers U.S.A., Inc.






 









 














	SKECHERS Domestic Store Listing STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE
FAX OPEN DATE EXP. PATE 1 C 2,200 Manhattan Beach 1121 Manhattan Ave Manhattan Beach CA 90266 310.318.3116
310.406.2946 6/1/96 2/15/10 2 WHS 10,140 Gardens 19000 S. Vermont Avenue Gardena CA 90248 310.327.4SOO 310.327.5274 9/1/95
8/31/10 4R OTL 4,490 Oamarillo Promenade 620 Ventura Blvd. #1311 Camarilla CA 93010 809.388.1029 805.388.9603 4/23/09 1/31/20
5 C 1,531 Gallerta at South Bay 1815 Hawthorne Blvd. Space #112 RedondoBeach CA 90278 310.370.7789 310.370.0490 6/1/96 6/30/16
OTL 2,768 Ontario Mills Outlet Mall 1 Mills Circle, Space #202 Ontario CA 91764 909.484.8733 909.484.8S25 11/1/96 1/31/17 OTL
2,375 Gilroy Premium Outlets 6300 Arroyo Circle, Space #BO£0 Gllroy CA 95020 408.847.6485 408.847.6685 3/28/97 3/31/17 9 C 3,422
Sunvalley Mall 129B Sunvalley Mall, Space #E206 Concord CA 94520 925.691.5877 926.691.5878 7/1/97 1/31/11 10R OTL 4,001
Arizona Mills 5000 Arizona MIH* Circle, Space #250 Tempo AZ 85282 480.755.7888 480.755.1261 6/28/07 4/30/17 11 OTL 2,300
WoodBury Common 877 Grapevine Court Central Valley NY 10917 845.928.1459 845.928.1456 3/27/98 1/31/19 Premium outlets 12 C
1,562 Garden State Plaza 1 Garten State Plaza, #1230 Paramus NJ 07652 201.291.4128 201.291.4134 8/16/97 1/31/18 16R OTL 6,000
Tanger Outlet. Rlverhead II RIverhead NY 11901 631.369.5625 631.369.3906 8/7/03 1/31/13 18R C 3,106 Beverly Center
8500 Beverly Blvd, Space #643 Los Angeles CA 90048 310.652.5185 310.652.5037 4/30/03 1/31/13 19 OTL 3,197 Mllpltas Mills 498
Great Mall Drive Mllpltaa CA 9503S 408.719.8155 408.719.8265 4/1/98 4/30/10 21R C 2,019 Irvine Spectrum 71 Fortune Drive, Space
#852 Irvine CA 92618 949,450.0994 949.460.0995 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 11/19/98 1/31/19





 









 










	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE 23
WHS 11,0110 Tarzana 18143 Ventura Blvd. Taizana CA 91356 818.346.1024 818.345.0662 5/1/98 1/31/13 OTL 3,000 Village Premium 1
premium Outlets Blvd., #165 Wrentnam MA 02093 SOS.384.8001 508.384.1418 5/22/98 5/31/15 WHS 5,600 Anaheim 1195 N. State
College Blvd. Anaheim CA 92806 714.9S6.2477 714.966.2506 8/1/98 7/31/13 WHS 9,110 Van Nuys 6426 Van Nuys Blvd. Van Nuys CA
91401 818.989.2183 818.989.2171 6/1/98 6/25/13 OTL 1,898 Waikele Premium Outlets 94-792 Lumalna Street, Bldg. 2, #213 Waipahu HI
96797 808.680.9711 808.680.9239 7/23/98 7/31/15 29R C 1,972 Bridgewater Commons 400 Commons Way, Space #3475 Bridgewater NJ
08807 908.68S.5808 908.252.1779 11/21/08 9/30/18 30 OTL 3,166 Fashion Outlets 32100 Las Vegas Blvd., Space #432 Primm NV 89019
702.874.1890 702.874.1895 7/15/98 1/31/19 31R C 3,194 The Oaks 332 W. Hlcrest Drive, Space #L005 Thousand Oaks CA 91360
80S.557.0166 80S.5S7.026S 6/27/08 6/30/18 .32 C 1,995 Bayside Marketplace 401 Blscayne Blvd. Space #2250 Miami FL 33132
305.358.3583 305.358.8790 10/1/98 7/31/09 36 OTL 2,970 Dolphin Mall 11401 N.W. 12th Street, Space #121 Miami FL 33172 305.591.2667
305.591.3017 3/3/01 2/28/19 38 C 1,982 Qlendale Galleria 2234 Glendale Gallerla Glendate CA 91210 818.E43.0741 818.543.0744 9/1/98
1/31/11 WHS 7,100 San Diego 4476 Mission Blvd., Space #A San Diego CA 92109 858.581.6010 858.S81.6222 12/1/98 1/31/12 OTL 4,073
Katy Mills 28500 Katy Freeway, Space #671 Katy TX 77494 281.644.6500 281.644.6501 10/28/99 1/31/10 OTL 3,846 Concord Mills 8111
Concord Mills Blvd., Space #634 Concord NC 28027 704.979.8333 704.979.8330 9/16/99 1/31/18 43 C 4,261 Universal City Walk 1000
Universal Canter Dr., Space #V118 Universal City CA 91608 818.762.9688 818.762.9317 3/25/00 3/16/15 WHS 10,317 Norwalk 11033 E.
Rosecrans Blvd., Space #A Norwalk CA 90650 5S2.868.7747 562.868.6647 4/1/99 4/22/10 WHS 10,400 El Monte 12017 E. Garvey Avenue,
Space #A B Monte CA 91733 626.464.3600 626.464.3657 10/1/99 10/31/09





 









 










	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE
OTL 2,914 Jersey Gardens Metro Mall 651 Kapkowskl Blvd., Space #2061 Elizabeth NJ 07201
908.820.8825 908.820.882E 12/4/99
1/31/10 OTL 3,682 Opry Mills 428 Opry Mills Drive, #230 Nashville TN 37214 615.514.6700
615.614.6701 6/14/00 1/31/11 48 C 4,724
New York 140 W. 34th Street New York NY 10001 646.473.0490 646.473.0491 6/4/00 6/30/17 OTL 3,817
Orlando Premium Outlets
8200 Vhieland Ave., Space #1229 Orlando FL 32821 407.477.0029 407.477.0031 6/8/00 6/30/10 OTL 4,272
Arundel Mills 7000 Arundel
Mills Circle Hanover MO 21076 443.755.8888 443.755.888S 11/17/00 1/31/11 OTL 9,000 Las Americas
4345 Camino de la Plaza, #330
San Diego CA 92173 619.934.7340 619334.7342 11/16/01 11/30/13 OTL 3,800 Franklin Hills 1701
Franklin Mills Circle, #202
Philadelphia PA 19154 215.501.0710 215.501.0713 7/26/01 1/31/12 OTL 2,011 Desert Hills Premium
Outlets 48400 Semlnole Drive, #408
Cabazon CA 92230 951.922.9301 961.922.0852 6/29/00 5/31/15 WHS 8,932 Westhelmer Square Center 6518
Westneimer Road Houston
TX 77057 713.977.1174 713.977.1386 8/2/02 1/31/13 OTL 2,389 Folsom Premium Outlets
13000FolsomBlvd.,#1215 Folsom CA 95630
916.608.2209 916.608.2216 8/17/00 7/31/10 WHS 9,595 Huntingdon Park 6202 Pacific Blvd. HurrHngton
Park CA 90255 323.S82JZ93
323.582.0523 2/10/01 2/28/11 WHS 12,000 Haileah 3301 W. Okeechobee Road HIaleah FL 33012
305.817.1970 305.817.1969 11/19/00
1/31/11 WHS 7,200 San Francisco 2600 Mission Streat San Francisco CA 94110 415.401.6211
415.401.6215 12/17/00 12/31/10 WHS
10,000 Houston 8460 Gulf Freeway Houston TX 77017 713.847.9327 713.847.9236 12/17/00 6/30/11 WHS
12,669 Leon Valley 5751 N.W. Loop 410 Leon TX 78238 210.256.2160 210.256.2161 2/8/01 12/31/10 WHS
10,400 The Edgewood Center 422 S. Azusa Avenue Azusa CA 91702 62C.812.0693 626.815.2553 5/23/02
5/31/12 OTL 3,783 Grapevine Mills 3000 Grapevine Mills Pkwy, Space #G Grapevine TX 76051
972.539.3117 972.539.8422 6/10/01 1/31/17 WHS 10,000 San Antonio 903 S.W. Military Drive San
Antonio TX 78221 210.927.7864 210.927.7830 6/26/01 6/25/11





 









 









	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE WHS
8.64S Long Beach 2550 Long Beach Blvd. Long Beach CA 90806 5S2.490.2504 562.430.2505 6/15/01
6/30/11 WHS 9,900 Lakes Town 517 N. Alafaya Trail Orlando FL 32828 407.207.123S 407.207.2136
3/22/01 3/31/11 OTL 3,389 Discover Mills 5900 Sugartoaf Parkway, #226 Uwrencevllle GA 30043
S78.847.S155 678.847.5157 11/2/01 1/31/12 WHS 7,910 SnapperCreek 7174-7186 S.W. 117th Ave. Miami FL
33183 305.270.1792 305.270.8506 3/24/01 9/30/12 WHS 9,853 Miami Gateway 805.825 N.W. 167th Street
Miami FL 33169 305.627.0535 305.627.0536 7/26/01 1/31/12 C 3,858 Woodfleld Mall G.308 Woodfield
Shopping Center Schaumburg IL 60173 847.413.0211 847.413.0234 11/1/01 1/31/11 C 3,200 The Shops at
Willow Bend 6121 West Park Blvd., Space #B116 Piano TX 75093 469.366.0149 469.366.0151 8/3/01
1/31/11 76 OTL 3,683 Colorado Mills 14500 W. Colfax Avenue, # 259 Lakewood CO 80401 720.497.0141
720.497.0143 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 8/17/01 5/31/11 OTL 5,282 Bete Canovanas 18400 State Rd.
#3, Space #051 Canovanas PR 00729 787.886.0505 787.886.0515 8/16/01 8/31/11 OTL 5,000 Us Vegas
Outlet Center 7400 Us Vegas Blvd., South, #241 Us Vegas NV 89123 702.452.0592 702.492.0594 7/25/01
7/31/11 OTL 3,500 Tanger Outlet. San Marcos 4015 Interstate 35 South, #1070 San Marcos TX 78666
512.353.4045 S12JS3.4012 7/14/01 7/31/11 81 C 1,800 Partridge Creek 17420 Hall Road, #142 Clinton
Township Ml 48038 586.226.0804 586.226.0809 10/18/07 1/31/17 OTL 4,585 Tanger Outlet. Uncaster 201
Stanley K. Tanger Blvd. Uncaster PA 17602 717.393.2997 717.393.4791 11/21/01 11/30/11 WHS 9,666 Los
Angeles 5191 Whlttler Boulevard LosAngeles CA 90022 323.264.4700 323.264.4746 12/19/01 12/31/11 WHS
13,305 ElCerrito 5805 Cutting Blvd. ElCerrito CA 94530 510.235.1123 510.235.1218 9/20/01 4/30/13 86
OTL 3,500 TANGER Outlet Center. 360 US Route 1, Unit 101 Klttery ME 03904 207.438.0556 207.439.3049
6/20/03 5/31/13 87 C 2,400 Twelve Oaks 27500 Novl Road, #126 Novl Ml 48377 248.380.7020
248.380.7224 9/28(07 1/31/17





 









 









	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE OTL
6,000 Queens Place 88.01 Queens Blvd., Space #121 Queens Center NY 11373 718.699.2773 718.699.0683
11/2/01 9/30/11 OTL 3,510 Sun Valley Factory Shoppos 7061 S. Desert Blvd, *A-145 Canufllto TX 7983S
915.877.2002 915.877.2086 10/10/07 10/31/12 90 C 2,995 ThePlazaattheKIngof 160 North Gulph Road,
Suite 20S7 King of Prussia PA 19406 610.337.7366 610.337.7822 11/16/01 3/31/16 91 WHS 10,512 Fresno
86 E Shaw Avenue Fresno CA 93710 559.221.0399 S59.221.0699 5/3/02 5/31/12 92 C 3,707 Mall of
America 214 North Garden Bloomlngton MN 55425 952.854.3000 95Z854.8515 7/19/02 7/31/12 33 OTL 3,414
Carlsbad Premium Outlets 5610 Paseo Del Norte, #105 Carlsbad CA 92008 760.S18.0040 760.918.0057
5/16/02 5/31/12 94 OTL 3,500 Tanger Outlet Center 210 Gasser Road, Suite #1030 Baraboo Wl 53913
608.253.2024 608.253.2025 7/28/OS 7/31/11 Wisconsin Dells 95 C 3,019 Florida Mall 8001 S. Orange
Blossom Trail, #312 Orlando FL 32809 407.851.0900 407.851.6773 8/22/02 1/31/13 OTL 4,527 Tanger
Outlet. Myrtle Beach 10827 Kings Road, Space*895 N. Myrtle Beach SC 29572 843.449.7473 843.449.6684
6/28/02 6/30/12 WHS 8,000 Washington Square 4801 W. North Ave. Chicago IL G0639 773.489.9901
773.489.9902 3/13/03 5/31/13 99 OTL 4,550 Steinway Street 31.01 Stelnway Street Astoria NY 11103
718.204.0040 718.204.2583 4/11/02 1/31/12 100 C 6,372 3 Times Square New York NY 10036 212.869.9550
212.869.9548 1/11/03 8/31/12 Building 102 WHS 8,000 El Paso 6100 Montana Avenue, Suite A El Paso TX
79925 915.774.0002 915.774.0026 3/6/03 4/30/13 C 2,781 Houston Gallerla II 5085 Westhalmer, Suite
B3615 Houston TX 77056 713.623.8660 713.623.0784 6/27/03 1/31/14 C 3,165 Tyson’sComer 1961 Chain
BridgeRd. Space # D12L McLean VA 22102 703.790.5520 703.790.6542 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 808.941.06S4
10/4/02 1/31/12 111 OTL 3,000 Prime Outlets at Grove City Grove City PA 16127 724.748.3547
724.748.4674 11/14/02 11/30(12 Leesburg-Grove city Road





 









 









	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE 112 C
2,846 Roosevelt Fields 630 Old Country Road, #1064 Garden City NY 11530 S16.873.7267 516.873.8023
1/13/03 1/31/13 WHS 7,200 McLendon Plaza 10255 N. Freeway #F Houston TX 77037 281.999.5796
261.999.0317 6/1/03 4/30/14 OTL 3,155 Us Vegas Premium Outlet 905 S. Grand Central Parkway, #1720
Us Vegas NV 89106 702.383.4061 702.383.4063 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 2/13/03 2/28/13 WHS 11,250
Soulhgata Mall 4260 Florin Rd., Unit B103 Sacramento CA 95823 916.424.8783 916.424.8744 6/20/03
4/30/13 WHS 10,251 Pavilions at San Mateo 4900 Cutler Ave. NE Space #E1 Albuquerque NM 87110
505.884.1191 505.884.8077 5/29/03 5/31/13 OTL 3,894 TangerOuHet Center Five Sevlervllle TN 37862
865.453.9911 865.453.9916 8/14/03 7/31/13 WHS 8,196 Pine Trail Square Mall 1951 A North Military
Trail West Palm Beach FL 33409 561.681.6831 561.681.6841 8/7/03 8/31/13 OTL 3.200 Jackson Outlet
Village 537 Monmouth Road, Suite 116A, Space Jackson NJ 085Z7 732.928.3636 732.928.6906 11/20/03
5/31/13 OTL 3,000 St Augustine Outlet Center 2700 State Road 16, #813 St Augustine FL 32092
904.819.9376 904.819.9381 7/17/03 7/31/13 OTL 3,718 Carolina Premium Outlets 1025 Industrial Park
Drive, #740 Smithfleld NC 27577 919.989.2133 919.989.3014 6/21/03 6/30/13 126 C 2,486 Fashion Show
Us Vegas 3200 Us Vegas Boulevard, South, #1240 Us Vegas NV 89109 702.696.9905 702.696.1247 11/15/03
1/31/14 WHS 8,624 Clearwater Mall 2663 Gulf To Bay Blvd, #910 Clearwatar FL 33759 727.791.4048
727.726.S092 10/30/03 10/31/13 OTL 3,500 Tanger Outlet Center 4840 Tanger Outlet Blvd., #501
Charleston SC 29418 843.S54.8175 843.554.8177 8/4(06 8/31/11 Charleston 132 WHS 5,512 Aurora City
Place 130 S. Abilene St, SM.3 Aurora CO 80012 303.344.5767 303.367.2552 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 9/25/03 7/31/13 WHS
6,150 DaleMabry Code 33624 Tampa FL 813.960.9385 11/3/03 10/31/13 OTL 3,065 Fashion Outlets of
Niagara 1900 Military Dr., #12 Niagara Falls NY 14304 716.297.S4S4 716.297.4275 7/31/03 7/31/13





 









 









	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE OTL
3,380 Silver Sands Factory Stores 10676 Emerald Coast Parkway West, #139 Destln FL 32550
850.660.03B7 850.650.0951 7/2/03 7/31/13 WHS 8,831 North Creek Plaza 7901 San Dario Avenue, Unit A
Urdeo TX 78045 956.796.1S31 956.729.1862 3/1/07 2/29/12 OTL 3,399 Potomac Mills 2700 Potomac Mills
Circle, # 555 Prince William VA 22192 703.490.5546 703.490.5760 5/28/04 1/31/15 OTL 3,748 Saw/grass
Mills 12801 Wast Sunrise Blvd., # 539 Sunrise FL 33323 954.838.9337 954-838.0162 7/23/04 1/31/15
OTL 3,159 St Louis Mills 5555 St. Louis Mills Blvd., # 532 Hazelwood MO 63042 314.227.5868
314.227.5870 5/21/04 1/31/15 OTL 3,287 1 Premium Outlets Blvd., #221 Tlnton Falls NJ 07753
732.696.1919 732.695.1994 11/13/08 1/31/14 Outlets OTL 3,214 Seattle Premium Outlets 10600 Gull
Ceda Blvd. Suite 715 Tulallp WA 98271 3S0.716.3886 360.716.3888 6/5/05 5/31/10 OTL 3,500 Tanger
Outlet Center Foley 2601S McKenzIa St., #488 Foley AL 36535 251-943-9101 251-943-9104 11/18/05
11/30/10 OTL 4,000 Rehobothl Tanger Outlets 35000 Midway Outlet Drive, #204 Rehoboth Beach DE 19971
302.644.6834 302.644.6836 7/1/05 6/30/10 OTL 4,000 Locust Grove Tanger Outlet Tanger Drive, Suite
624 LocustGrove GA 30248 770.288.2011 770.288.2016 8/19/05 8/31/10 OTL 3,380 Great Lakes Crossing
Auburn Hllls M, 48326 248.972.0807 248.972.0829 6/8/05 1/31/15 160 OTL 2,498 North Georgia Premium
800 Highway 400 South Suite 1050 Dawsonvllle GA 30534 706.216.1262 706.216.1362 7/15/05 7/31/10
Outlets 151 OTL 3,168 Clinton Crossing Premium 20_A Kllllngworth Turnpike Suite 410 Clinton CT
06413 860.664.3833 860.664.3848 8/4/05 7/31/15 152 C 3,045 Bellevue Square 575 Bellevue Square,
Suite 240 Bellevue WA 38004 425.688.7601 425.688.7606 7/29/05 6/30/15 OTL 3,350 Tilton 120 Laconla
Road, Space #306 Tllton NH 03276-5238603.286.1247 603.286.9314 8/19/05 8/31/10 OTL 3,320 Rock
Premium 4401 North IH-35, Suite #729 Round Rock TX 78664 512.869.3090 512.819.9080 8/3/06 8/31/11
155 C 2,700 Gaslamp-SoHo Lab 4805th Avenue, Spaces 2-110 and 2-111 San Diego CA 92101 619.238.0912
619.238.4749 6/29/06 8/31/16





 









 









	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE 158 C
1,995 Burbank Collection 152 E. Palm Avenue, Space 214 Burtaank CA 91502 S18.524.210S 818.524.2408
2/26709 1/31/19 157 OTL 3,669 Branson Tanger Outlet 300 Tanger Boulevard, Space 501 Branson MO
6S616 417.339.1304 417.339.1308 8/31/05 8/31/10 venter C 2,012 ThePieratCeasare One Atlantic Ocean
Suite BW-236 Atlantic City NJ OB401 609.345.7980 e08.44B.03G9 10/19/06 12/31/16 C 2,370
WestfieldTopanga Plaza S600 Topanga Canyon Blvd. Suite 43A CanogaParfc CA 91303 818.887.1827
818.887.5740 3/1/07 6/30/17 C 2,360 Vegas Town Square 6605 South Las Vegas Blvd., Space N-139 Us
Vegas NV 89119 702.361.8958 702.407.8463 11/14/07 11/30/17 C 2,456 North Park Center 2112 NorthPark
Center Dallas TX 7S225 214.360.9303 214.360.9609 4/7/06 4/30/16 OTL 4,250 Rio Grande Outlet Center
5001 East Expressway 83, Suite #712 Mercedes TX 78570 956.565.2011 956.565.2034 11/2/06 11/30/11
OTL 3,600 Paj* City Factory Outlets — Bes3 north Landmark Dr. ParkClty UT 84098 435.655.3912
435.655.3917 1/20/06 1/31/11 OTL 3,075 O^Se Beach Premium 4540 Highway 54 Space Q1 Osage Beach MO
65065 573.348.1883 573.348.4425 5/19/06 5/31/11 Outlets C 2,531 Highland 6801 Hollywood Boulevard,
Suite B3-326B Hollywood CA 90028 323.382.0108 323.382.0124 6/28/06 4730/16 C 2,700 Summit Sierra
13985 S Virginia St. Space 803 Reno NV 89511 775.853.3330 775.853.3371 10/4/06 10/31/16 C 1,803 Del
Amo Fashion Center 3 Del Amo Fashion Center Space 83 Torrance CA 90503 310.793.2474 310.793.2484
9/14/06 1/31/17 C 2,465 Tempe Market Place 2000 E. Rio Salado Parkway, #1074 Tempo AZ 85281
480.966.2663 480.966.2664 8/23/07 8/31/17 C 2,708 Queens Center Mall 90-15 Queens Blvd. Space 2008
Elmhurst NY 11373 718.S92.4073 718.992.2418 7/20/06 1/31/17 C 2,322 Woodbrldge Center 2335
Woodbridge Center Woodbrldge NJ 07095 732.726.0920 732.726.0938 8/30/05 1/31/17 OTL 3,515 Atlantic
Ctty Outlets 121 N.Arkansas, Space #316 Atlantic City NJ 08401 609.344.2850 609.344.2852 8/30/07
7/31/17 OTL 3,500 Prime Orlando 4967 International Dr., Suite 3A-4.1 Orlando FL 32819 407.345.8922
407.345.8924 8/11/07 8/31/17





 









 









	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE C
2,500 Cheny Creek 3000 East First Ave. Space #134 Denver CO 8020S 303.333.18S4 303.333.1871 9/28/06
1/31/16 C 2,247 International Plaza 2223 N. West Shore Blvd., #184 Tampa FL 33607 813.871.5970
813.871.5973 10/5/06 1/31/16 C 2,483 Shops at Dos 2785 Cabot Drive, Space 7-145 Corona CA 92883
951.277.0484 951.277.1255 1/18/07 1/31/17 C 2,587 Arrowhead Towne Center 7700 Went Arrowhead Towne
Center, #1061 Phoenix AZ 85308 623.979.9040 623.979.9626 10/11/06 10/31/16 C 2,184 Tyrone Square
690122nd Avenue North, Space 492A St. Petersburg FL 33710 727.345.1061 727.345.3630 12/7/08 1/31/17
179 OTL 3,500 Albertvllle Premium Outlets 6415 Ubeaux Ave NE Space B230 Albertville MN 55301
763.488.1556 763.488.1557 9/21/06 9/30/11 C 2,359 Northshore Mall 210 AndoverSt #E125 Peabody MA
01960 978.531.7019 978.531.7046 4/24/08 1/31/19 C 1,735 Mall at RockJngham 99 Rocklngham Park
Blvd., #6-159 Salem NH 03079 603.893.1697 603.893.2348 1/10/07 1/31/17 C 2,000 Mall or New
Hampshire 15005. Willow Street, #S-165 Manchester NH 03103 603.629.9647 603.629.9659 11/29/06
1/31(17 C 1,858 Solomon Pond 601 Donald Lynch Blvd., #S-132 Martborough MA 01752 508.481.8042
508.481.8627 1/17/07 1/31/17 C 2,009 Anaheim Gardenwalk 321 West Katella Ave., #143 Anaheim CA
92808 714.533.9621 714.533.3779 5/29/08 5/31/18 185 OTL 3,066 Bluffion SC 29910 843.837.2344
841837.2347 3/15/07 3/31/12 Center OTL 3,500 Gonzales Outlet Center 2210 S. Tanger Blvd., #205
Sorrzales LA 70737 225.644.4555 225.644.3248 11/20/07 11/30/12 OTL 3,500 Tanger Outlet Center, 2200
Tanger Blvd., Space #701 Washington PA 15301 724.228.8823 724.228.8826 8/29/08 8/31/13 Washington,
pa 188 WHS 7,087 Valley Plaza Shopping 1523 West Main Street, Suite A El Centra CA 92243
760.353.8873 760.353.5911 12/7/06 12/31/16 Center 189 C 2,499 Freehold Raceway Mall 3710 Route 9,
Space # G-220 Freehold NJ 07728 732.625.1451 732.625.1456 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 6/21/07
4/30/17 192 OTL 3,300 Outlets at Pleasant 11211 izoth Ave.,#S79 Pleasant Prairie Wl S3158
262.857.9250 262.857.9470 3/22/07 3/31/17 Prainfi





 









 









	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE C
1,920 Barton Creek Square 2901 Capital of Texas Highway, #N01C Austin TX 78746 612.7311882
512.732.1821 8/23/07 1/31/18 C 1,909 Pheasant Lane Mall 310 Daniel Webster Highway, #W267A Nashua
NH 03080 E03.891.1031 B03.891.104S 4/6/07 1/31/18 196 C 2,412 Edison Mall 4125 Cleveland Ave.,
#14708 Fort Myers FL 33901 239.939.4911 233.939.2633 6/24107 1/31/18 OTL 3,000 Leesburg Comer
Premium M1 Fort Evan5 Roadj NE, #,233 Leesburg VA 20176 703.779.2660 703.779.8487 5/17/07 4/30/17
OTL 3,497 Ph’la^lPhla Premlum 18 Ughteap Road, #1071 Pottstown PA 19464 610.326.9733 610.326.9736
11/8/07 11/30/12 Outlets 198 OTL 3,500 Center 2796 Tanger Way, #350 Barstow CA 92311 760.253.3707
760.253.3708 12/13/07 12/31/12 C 1,992 ArdenFalr 1689 Arden Way, #2042 Sacramento CA 95815
916.925.0980 916.925.8122 6/24/07 5/31/17 C 2,658 AventuraMall 19575 Blscayne Blvd., #1323 Aventura
FL 33180 305.682.9221 305.931.0588 6/28/07 3/31/17 C 2,414 Northgate Mall 401 NE Northgate Way,
S633C Seattle WA 98125 206.362.2930 206.362.3865 10130/07 1/31«8 C 2,000 The Shops at Mission Vlejo
555 The Shops at Mission Vtejo, #934B Mission Vlejo CA 92691 949.365.1256 949.3S5.0734 8/15/07
1/31/18 C 2,559 Plaza Bonlta 3030 BonKa Plaza Road, #2276 National City CA 91950 619.267.8053
619.267.2384 7/1/08 1/31/19 C 2,259 South Park Center 500 Southpark Center Drive, #HL68
Strongsvllle OH 44136 440.238.6517 440.238.6533 6/2*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 8/16/07 1/31/18
OTL 2,750 North Bend Factory Stores 461 South Fork Ave., #421A1 North Bend WA 98046 425.888.8860
425.888.8863 5/24/07 5/31/17 OTL 2,426 Store at Camarillo v9nturaBlvd, #S12 Camarilla CA 93010
805.389.7424 805.389.7430 6/21/07 6/30/17 Outlet C 2,527 DadelandMall 7535 Dadeland MalU #3030
Miami FL 33156 786.268.1088 786.268.1168 8/9/07 1/31/18 C 2,003 Clelo Vista Mall 8401 Gateway Blvd.
West, #G04A El Paso TX 79925 S15.781.7766 915.781.7765 S/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 10/18/07 8/31/17





 









 









	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE 213
WHS 6,DOO Town Oentor BSD W. Hammer Una Stockton CA 95210 209.952.4519 209.952.5861 9/22/07 8/31/12
C 2,310 Annapolis Man 2002 Annapolis Mall, #122S Annapolis MD 21401 410.573.9229 410.573.9433
11/1/07 1/31/18 C 2,707 Altamonte Mall 451 Altamonta Ave, #1341 Altamonte Springs FL 32701
407.332.7362 407.332.7908 5/15/08 1/31/19 C 2,186 RIverchase Galleria 3000 Riverchase Galleria,
#286 Hoover AL 35244 205.560.0695 205.560.0697 10/21/07 1/31/18 C 2,164 North Point Mall 1000 North
Point Circle, #2032 Alpharetta GA 30022 770.667.2253 770.667.2071 11/15/07 1/31/18 C 2,384 Augusta
Mall 3450 Wrlghtsboro Road, #2610 Augusta GA 30909 706.736.1070 706.736.1072 10/19/07 1/31/18 C
2,080 Meadowood Mall 5000 Meadowood Mall Circle, #0104 Reno NV 89502 775.828.9400 775.828.9403
3/13/08 1/31/18 C 1,997 Chandler Fashion Center 3111W. Chandler Blvd., #2436 Chandler AZ 85226
480.963.8600 480.963.8610 11/8/07 11/30/17 C 7,800 San Francisco 200 Powell Street San Francisco CA
94102 415.986.7044 415.986.7056 10/16/08 10/31/18 WHS 7,102 Baldridge Commons 350 N. Dysart Road,
Suites JOS, 207,208, & Goodvear AZ 85338 623.9323027 623.932.3770 4/17/08 1/31/13 OTL 3,200 Houston
Premium Outlets 29300 Hempstead Road, #0861 Cypress TX 77433 281.758.1830 281.758.1639 3/27/08
1/31/14 C 2,569 Perimeter Mall 4400 Ashford-Dunwoody Rd., #1035 Atlanta GA 30346 770.396.4221
770.396.4082 4/3/08 1/31rt9 C 2,002 The Oaks Mall Florida 6215 Newtaeny Road, Space #H6 Gainesville
FL 32605 352.332.2473 352.332.2708 9/18/08 1/31/19 C 2,500 Pembroke Lakes Mall 11401 Pines Blvd.,
Space #426 Pembroke Pines FL 33026 954.447.1449 954.447.1491 6/13/09 1/31/20 C 2,174 Coastland
Center 1900 North Tamiaml Trail, Space #H5 Naples FL 34102 239.261.3449 239.262.2692 6/12/08
1/31/19 C 3,035 17 East Monroe St., Space #S-6 Chicago IL 60603 312.346.2302 312.346.2387 5/1/08
4/30/23 C 2,623 Westfleld Southcenter 816 Southcenter Mall, Space #1140 Tukwlla IMA 98188
206.246.2459 206.246.0662 7/25/08 1/31/19 231 OTL 3,500 Prime Outlets Wllllamsburg S55S Richmond
Rd, Space #G140 Wllllamsburg VA 23188 757.220.3813 757.220.4824 4/17/08 4/30/18





 









 









	STORE NO STORE TYPE SQ.FT. LOCATION NAME ADDRESS CITY STATE ZIP PHONE FAX OPEN DATE EXP. PATE OTL
3,600 Prime Outlets Puerto Rico 1 Prime Outlets Blvd., Space #520 Barceloneta PR 00617 787.970.0134
787.970.0138 11/14/08 11/30/13 OTL 3,542 Prime Outlets Hagerstown 495 Prime Outlets Blvd., Space
#565 Hagerstown MD 21740 240.420.0050 240.420.0052 3/13/09 3/31/19 235 OTL 3.195 Prime Outlets
Birch Run 12240 South Beyer Rd., Space #V011 Birch Run Ml 48415 989.624.933S 989.624.9526 4/10/08
4/30/18 C 2,500 Westgate City Center 9404 W. Westgate Blvd, Space #C107 Glendale AZ BS305
623.772.1717 623.772.1919 1/18/08 1/31/18 C 2,694 SanTan Village 2174 East Williams Field Road,
#538 Gilbert AZ 85296 480.857.2442 480.857.8227 3/27/08 3/31/18 C 2,660 Greenwood Park Mall 1251
U.S. Highway 31 N, #C08C Greenwood IN 46142 317.885.9470 317.885.9471 4/17/08 1/31/19 C 2,600 Tile
Avenues 10300 Southside Blvd., #1090A Jacksonville FL 32256 904.363.2838 904.363.2928 5/22/08
1/31/19 3028 Ground 241 C Floor 1728 Union Square 15 Union Square West, Space C New York NY 10003
212.647.8891 212.647.8893 12/6/08 4/30/19 Bsuoment 1300 242 C 2,300 Gallerla al 1151 Galleria
Blvd., Space 2085 Rosevllle CA 95678 916.78Z1404 916.782.1462 n/a n/a Roseville 243 OTL 3,500
Preferred Outlets at Tulare 1407 Retherford St, Space K-040 Tulare CA 93274 n/a Sept 2009 n/a 247
OTL 3,384 The uemte at Sparks 1475 East Lincoln Way, D138 Sparks NV 89434 77S.35B.40S2 775.358.7528
6/18/09 1/31/20 manna 248 OTL 3,361 Lighthouse PU« Premium 601 Wabash St., Space #G030 Michigan
City IN 46360 219.878.0525 219.878.0527 8/28/08 1/31/19 outlets 249 OTL 3,927 1 Crossings Factory
1000 Route 611, Space #D04 Tannersville PA 18372 570.629.4210 570.629.5017 9/25/08 1/31/19 251 OTL
3,000 Tan8er Factory Outlets at 800 Steven BTanger Blvd, Space #1210 Commerce GA 30529 706.336.8471
706.336.8483 4/24/09 4/30/14 Commerce 252 OTL 3,727 Janger Factory Outlets at 4633 Factory Stores
Blvd^ Space #C170 Myrtle Beach SC 29679 843.236.8086 843.236.6650 9/4/08 9/30/13 Myrtle seacn nwy
sol 255 OTL 3,154 Prime Outlets Jeffersonville 8000 Factory Shops Blvd., Space #620 Jeffersonvllle
OH 43128 740.948.2048 740.948.2036 9/4/08 9/30/18 257 WHS 6,000 Nellis Plaza 306 N. NeUis Blvd.,
#105 Us Vegas NV 89110 702.437.7676 702.437.7141 11/28/08 1/31/14 258 C 2,312 Tucson Mall 4500
N.Oracle Road, Space#217 Tucson AZ 85705 520.293.2355 520.293.2257 3/20/09





 









 





SCHEDULE E-2




EXISTING ACCEPTANCES



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prod	 	 	 	 	 	 	 	 	 	 	 	 
	Type	 	Istm ID	 	Iss Dt	 	Exp Dt	 	Ben Nm	 	Curr	 	Liab USD Amt
	BADIS
	 	00000010967134	 	6/3/2009	 	7/3/2009	 	 	 	USD	 	$	27,600.00	 
	BADIS
	 	00000010967151	 	6/1/2009	 	7/1/2009	 	 	 	USD	 	$	5,515.44	 
	BADIS
	 	00000010967285	 	6/2/2009	 	7/2/2009	 	 	 	USD	 	$	125,574.96	 
	BADIS
	 	00000010967417	 	6/1/2009	 	7/1/2009	 	 	 	USD	 	$	43,034.40	 
	BADIS
	 	00000010967697	 	6/5/2009	 	7/6/2009	 	 	 	USD	 	$	77,400.00	 
	BADIS
	 	00000010967698	 	6/5/2009	 	7/6/2009	 	 	 	USD	 	$	157,045.44	 
	BANDID
	 	00000010967766	 	6/12/2009	 	7/13/2009	 	 	 	EUR	 	$	150,733.76	 
	BADIS
	 	00000010967886	 	6/8/2009	 	7/8/2009	 	 	 	USD	 	$	42,129.60	 
	BADIS
	 	00000010968125	 	6/12/2009	 	7/13/2009	 	 	 	USD	 	$	6,210.00	 
	BADIS
	 	00000010968138	 	6/10/2009	 	7/10/2009	 	 	 	USD	 	$	179,386.20	 
	BANDID
	 	00000010968875	 	6/24/2009	 	7/24/2009	 	 	 	EUR	 	$	45,250.70	 
	BADIS
	 	00000010968964	 	6/16/2009	 	7/16/2009	 	 	 	USD	 	$	171,498.60	 
	BADIS
	 	00000010969373	 	6/29/2009	 	7/29/2009	 	 	 	USD	 	$	83,223.00	 
	BADIS
	 	00000010969483	 	6/29/2009	 	7/29/2009	 	 	 	USD	 	$	1,827.00	 
	BADIS
	 	00000010969826	 	6/26/2009	 	7/24/2009	 	 	 	USD	 	$	129,805.49	 
	BADIS
	 	00000010967557	 	6/4/2009	 	7/6/2009	 	 	 	USD	 	$	28,904.40	 
	BADIS
	 	00000010968877	 	6/17/2009	 	7/17/2009	 	 	 	USD	 	$	18,626.40	 






 









 





SCHEDULE E-3 




EXISTING LETTERS OF CREDIT



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prod	 	 	 	 	 	 	 	 	 	 	 	 
	Type	 	Istm ID	 	Iss Dt	 	Exp Dt	 	Ben Nm	 	Curr	 	Liab USD Amt
	IMPORT
	 	00000001172237	 	4/27/2009	 	6/20/2009	 	[*]	 	USD	 	$	4,061.40	 
	IMPORT
	 	00000001172239	 	5/8/2009	 	7/6/2009	 	[*]	 	EUR	 	$	109,619.32	 
	IMPORT
	 	00000001172240	 	5/27/2009	 	7/31/2009	 	[*]	 	USD	 	$	243,672.00	 
	IMPORT
	 	00000001172241	 	5/22/2009	 	7/11/2009	 	[*]	 	USD	 	$	75,255.84	 
	IMPORT
	 	00000001172242	 	5/22/2009	 	8/5/2009	 	[*]	 	USD	 	$	110,988.00	 
	IMPORT
	 	00000001172243	 	5/22/2009	 	7/31/2009	 	[*]	 	USD	 	$	155,268.00	 
	IMPORT
	 	00000001172244	 	5/28/2009	 	8/16/2009	 	[*]	 	USD	 	$	272,203.80	 
	SBYFIN
	 	00000003043561	 	10/21/2004	 	8/19/2009	 	[*]	 	USD	 	$	710,000.00	 
	SBYFIN
	 	00000003049706	 	6/21/2002	 	5/31/2010	 	[*]	 	USD	 	$	108,500.00	 
	SBYFIN
	 	00000003067114	 	9/13/2005	 	7/20/2009	 	[*]	 	USD	 	$	960,000.00	 
	IMPORT
	 	00000001158676	 	5/22/2009	 	7/11/2009	 	[*]	 	USD	 	$	49,664.40	 
	IMPORT
	 	00000001158677	 	5/22/2009	 	7/21/2009	 	[*]	 	USD	 	$	14,882.40	 
	IMPORT
	 	00000001158678	 	5/22/2009	 	7/11/2009	 	[*]	 	USD	 	$	52,700.16	 
	IMPORT
	 	00000001158679	 	5/27/2009	 	7/31/2009	 	[*]	 	USD	 	$	46,560.00	 
	IMPORT
	 	00000001158680	 	5/27/2009	 	7/26/2009	 	[*]	 	USD	 	$	19,820.21	 
	IMPORT
	 	00000001158681	 	6/29/2009	 	8/5/2009	 	[*]	 	USD	 	$	12,636.00	 






* Confidential Portions
Omitted and Filed Separately with the Commission.



 









 





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.	 	Indemnification Agreement dated June 7, 1999 between Skechers U.S.A., Inc. and
its directors and executive officers.
	 
	10.	 	Registration Rights Agreement dated June 9, 1999, between Skechers U.S.A.,
Inc., the Greenberg Family Trust and Michael Greenberg.
	 
	11.	 	Tax Indemnification Agreement dated June 8, 1999, between Skechers U.S.A., Inc.
and certain shareholders.
	 
	12.	 	Promissory Note, dated December 27, 2000, between Skechers U.S.A., Inc. and
Washington Mutual Bank, FA, for the purchase of property located at 225 South Sepulveda
Boulevard, Manhattan Beach, California.
	 
	13.	 	Loan Agreement, dated December 21, 2000, between Yale Investments, LLC, and
MONY Life Insurance Company, for the purchase of property located at 1670 South Champagne
Avenue, Ontario, California.
	 
	14.	 	Promissory Note, dated December 21, 2000, between Yale Investments, LLC, and
MONY Life Insurance Company, for the purchase of property located at 1670 Champagne
Avenue, Ontario, California.
	 
	15.	 	Agreement dated August 25, 2005 between Duncan Investments, LLC, a wholly owned
subsidiary of Skechers U.S.A., Inc., and Morley Construction Company regarding 330 South
Sepulveda Boulevard, Manhattan Beach, California.





 









 






	16.	 	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.
	 
	17.	 	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.
	 
	18.	 	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.
	 
	19.	 	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.
	 
	20.	 	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.
	 
	21.	 	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.
	 
	22.	 	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.
	 
	23.	 	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.
	 
	24.	 	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.
	 
	25.	 	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.
	 
	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.	 	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.
	 
	30.	 	Lease Agreement dated September 25, 2007 between Skechers U.S.A., Inc. and HF
Logistics I, LLC, regarding distribution facility in Moreno Valley, California.
	 
	31.	 	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.
	 
	32.	 	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.
	 
	33.	 	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.
	 
	34.	 	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.
	 
	35.	 	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.
	 
	36.	 	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.
	 
	37.	 	Lease Agreement dated June 20, 2008 between Skechers U.S.A., Inc. and KLCH
Associates regarding 140 West 34th Street, New York, New York.
	 
	38.	 	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.
	 
	39.	 	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.
	 
	40.	 	Purchase Order dated June 23, 2009 from Skechers U.S.A., Inc. to WEI West, Inc.
for approximately $80.7 million regarding material handling system and engineering
services for new distribution center, of which approximately $45.3 million in payables
remains outstanding.
	 
	41.	 	License Agreement dated April 7, 2003 between Ecko.Complex, LLC dba Ecko
Unltd., Skechers U.S.A., Inc. II and Skechers International II
	 
	42.	 	License Agreement dated December 5, 2005 between Zoo York, LLC, Skechers
U.S.A., Inc. II and Skechers S.a.r.l.





 









 






	 
	43.	 	License Agreement dated August 2007 between bebe stores, inc., Skechers U.S.A.,
Inc. and Skechers U.S.A., Inc. II.
	 
	44.	 	Buying Agency Agreement dated June 1, 2006 between Skechers U.S.A., Inc. II and
Skechers Holdings Jersey Limited.
	 
	45.	 	Cost Sharing Agreement dated July 1, 2001 between Skechers U.S.A., Inc.,
Skechers U.S.A., Inc. II and Skechers International II.
	 
	46.	 	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.
	 
	47.	 	Skechers International II Partnership Agreement dated June 29, 2001 by Skechers
U.S.A., Inc.





 









 





Schedule P-1



Permitted Holder means Robert Greenberg and any of his Affiliates, Family Members, and Family
Trusts.



For purposes of this Schedule, “Family Member” means, with respect to any individual, any
other individual having a relationship by blood (to the second degree of consanguinity), marriage,
or adoption to such individual and “Family Trusts” means, with respect to any individual,
trusts or other estate planning vehicles established for the benefit of such individual or Family
Members of such individual and in respect of which such individual serves as trustee or in a
similar capacity.






 









 








Schedule P-2




Permitted Investments




	1.	 	Investments, as reflected on Schedule 4.1(c) to the Agreement.1
	 
	2.	 	Indebtedness taken into account in arriving at the net amount set forth under the
heading Intercompany Advances in Schedule 4.19 to the Agreement.







 




			
	1	 	The Investments in Subsidiaries of the Loan Parties include capital contributions
of $15,631,478 in Subsidiaries of the Loan Parties that are not Loan Parties.





 









 





Schedule P-3




Permitted Liens




	1.	 	Liens granted by Skechers U.S.A., Inc. in favor of Wells Fargo Financial Leasing,
Inc. on certain Equipment described in financing statements 05-7046027283 (dated
10/21/05), 06-7082979896 (dated 8/25/06) and 06-7088217302 (dated 10/13/06) filed in the
State of California.
	 
	2.	 	Liens granted by Skechers U.S.A., Inc. in favor of Leaf Funding, Inc. on certain
Equipment described in financing statement 06-7087503733 (dated 10/6/06) filed in the
State of California in connection with the leasing of closed circuit alarm systems as
referenced in lease number 11002186015.
	 
	3.	 	Liens granted by Skechers U.S.A., Inc. in favor of Salepoint, Inc. on certain
Equipment and proceeds thereof described in financing statement 07-7110875379 (dated
4/19/07) pursuant to that certain Equipment Purchase Agreement dated March 23, 2007.
	 
	4.	 	Liens granted by Skechers U.S.A., Inc. in favor of LaSalle Bank National Association,
as trustee for the registered holders of Washington Mutual Commercial Mortgage Trust, on
certain real property and other assets described in that certain Deed of Trust, Security
Agreement, Assignment of Leases and Rents and Fixture Filing dated December 27, 2000 and
recorded in Los Angeles County, California on December 29, 2000 as file numbers 00-2034909
(dated 12/29/00) and 00-2034910 (dated 12/29/00) as among Skechers U.S.A., Inc.,
California Reconveyance Company and Washington Mutual Bank, FA, as assigned pursuant to
that certain Assignment of Loan Documents by Washington Mutual Bank, FA to LaSalle Bank
National Association, as trustee for the registered holders of Washington Mutual
Commercial Mortgage Trust 2005-C1, Commercial Mortgage Pass Through Certificates, Series
2005-C1.
	 
	5.	 	Liens granted by Yale Investments, LLC in favor of MONY Life Insurance Company and
Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean Witter Capital I
Inc., in certain real property and other assets described in financing statement numbers
0090376 (dated 12/28/00) and 2007 3853511 (dated 9/7/07) filed in the State of Delaware in
connection with that certain that certain Deed of Trust, Assignment of Rents, Security
Agreement, and Fixture Filing dated December 21, 2000 and that certain Loan Agreement
dated as of the December 21, 2000, by and between Yale Investments, LLC and MONY Life
Insurance Company.





 









 





Schedule Y-1




Yale Real Property




	1.	 	1670 Champagne Avenue, Ontario, CA 91761




 









 














SCHEDULE 1.1




Definitions







Schedule 1.1




As used in the Agreement, the following terms shall have the following definitions:



“Acceptance” means a time draft issued under a Letter of Credit in connection with the
purchase by any Borrower of Inventory from a location outside of the continental United States,
which has been accepted by an Issuing Lender or an Underlying Issuer at the request of an Issuing
Lender, in each case, in such Issuing Lender’s or Underlying Issuer’s, as applicable, sole and
absolute discretion.



“Acceptance Disbursement” means a payment made by any Issuing Lender or any
Underlying Issuer pursuant to an Acceptance.



“Account” means an account (as that term is defined in the Code).



“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a
general intangible.



“Accounting Changes” means (a) changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants (or successor thereto or
any agency with similar functions) or of any rule, regulation, pronouncement or opinion by the SEC,
(ii) changes in accounting principles concurred in by Parent’s certified public accountants; (iii)
purchase accounting adjustments under A.P.B. 16 or 17 and EITF 88-16, and the application of the
accounting principles set forth in FASB 109, including the establishment of reserves pursuant
thereto and any subsequent reversal (in whole or in part) of such reserves; and (iv) the reversal
of any reserves established as a result of purchase accounting adjustments.



“ACH Transactions” means any cash management or related services (including the
Automated Clearing House processing of electronic fund transfers through the direct Federal Reserve
Fedline system) provided by a Bank Product Provider for the account of Parent or its Subsidiaries.



“Acquired Indebtedness” means Indebtedness of a Person whose assets or Stock is
acquired by Parent or any of its Subsidiaries in a Permitted Acquisition; provided,
however, that such Indebtedness (a) is either Purchase Money Indebtedness or a Capital
Lease with respect to Equipment or mortgage financing with respect to Real Property, (b) was in
existence prior to the date of such Permitted Acquisition, and (c) was not incurred in connection
with, or in contemplation of, such Permitted Acquisition.



“Acquisition” means (a) the purchase or other acquisition by a Person or its
Subsidiaries of all or substantially all of the assets of (or any division or business line of) any
other Person, or (b) the purchase or other acquisition (whether by means of a merger (including any
reverse merger or short-form merger), consolidation, or otherwise) by a Person or its Subsidiaries
of all or substantially all of the Stock of any other Person.



“Additional Documents” has the meaning specified therefor in Section 5.12 of
the Agreement.



“Adjusted Letter of Credit Usage” means, as of the date of determination, the sum of
(a) the result of (i) 100% minus the applicable Inventory Advance Rate then in effect multiplied by
(ii) the undrawn amount of outstanding Qualified Import Letters of Credit issued for the purpose of
purchasing Eligible Inventory, plus (b) 100% of the undrawn amount of all other outstanding Letters
of Credit, plus (c) 100% of the amount of all outstanding Acceptances.



“Adjusted Revolver Usage” means, as of any date of determination, the sum of (a) the
amount of outstanding Advances, plus (b) the amount of the Adjusted Letter of Credit Usage.



“Administrative Borrower” has the meaning ascribed to such term in Section
17.13 of the Agreement.



“Advances” has the meaning specified therefor in Section 2.1(a) of the
Agreement.



“Affected Lender” has the meaning specified therefor in Section 2.13(b) of the
Agreement.



“Affiliate” means, as applied to any Person, any other Person who controls, is
controlled by, or is under common control with, such Person. For purposes of this definition,
“control” means the possession, directly or indirectly through one or more intermediaries, of the
power to direct the management and policies of a Person, whether through the ownership of Stock, by
contract, or otherwise; provided, however, that, for purposes of the definition of
Eligible Accounts and Section 6.12 of the Agreement: (a) any Person which owns directly or
indirectly 10% or more of the Stock having ordinary voting power for the election of directors or
other members of the governing body of a Person or 10% or more of the partnership or other
ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an
Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to
be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner
shall be deemed an Affiliate of such Person.



“Agent” has the meaning specified therefor in the preamble to the Agreement.



“Agent-Related Persons” means Agent, together with its Affiliates, officers,
directors, employees, attorneys, and agents.



“Agent’s Account” means the Deposit Account of Agent identified on Schedule
A-1.



“Agent’s Liens” means the Liens granted by Parent or its Subsidiaries to Agent under
the Loan Documents.



“Agreement” means the Credit Agreement to which this Schedule 1.1 is attached.



“Alternative Currency” means (a) Canadian Dollars, or (b) Euros.



“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”);
provided, however, that for the period from the Closing Date through the testing
period ending September 30, 2009, the Applicable Unused Line Fee shall be at the margin in the row
styled “Level I”:



	 	 	 	 	 
	Level
	 	Average Daily Usage

	 	Applicable Unused Line Fee
	 
	 	 

	 	 
	I
	 	If the Average Daily Usage is less than

$75,000,000

	 	1.00 percentage points



	 
	 	 

	 	 
	II
	 	If the Average Daily Usage is greater than

or equal to $75,000,000 and less than

$150,000,000

	 	0.75 percentage points





	 
	 	 

	 	 
	III
	 	If the Average Daily Usage is greater than

or equal to $150,000,000

	 	0.50 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 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.



“Application Event” means the occurrence of (a) a failure by Borrowers to repay all of
the Obligations on the Maturity Date, or (b) an Event of Default and the election by Agent or the
Required Lenders to require that payments and proceeds of Collateral be applied pursuant to
Section 2.4(b)(ii) of the Agreement.



“Approved Increase” has the meaning specified therefor in Section 2.2(a).



“Assignee” has the meaning specified therefor in Section 13.1(a) of the
Agreement.



“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially
in the form of Exhibit A-1.



“Authorized Person” means any one of the individuals identified on Schedule
A-2, as such schedule is updated from time to time by written notice from Administrative
Borrower to Agent.



“Available Increase Amount” means, as of any date of determination, an amount equal to
the result of (a) $50,000,000 minus (b) the aggregate principal amount of increases to the
Commitments and the Maximum Revolver Amount previously made pursuant to Section 2.2 of the
Agreement.



“Availability” means, as of any date of determination, the amount that Borrowers are
entitled to borrow as Advances under Section 2.1 of the Agreement (after giving effect to
all then outstanding Obligations (other than Bank Product Obligations)).



“Average Daily Availability” means, for any measurement period, the average of the
amount of Excess Availability at the end of each day during such period.



“Average Daily Availability Calculation” has the meaning specified therefor in the
definition of Base Rate Margin.



“Average Daily Usage” means, for any measurement period, the average of the Daily
Balance of the Revolver Usage at the end of each day during such period.



“Average Daily Usage Calculation” has the meaning specified therefor in the definition
of Applicable Unused Line Fee.



“Bailee
& Agent” means a Person that (a) acts as the Borrowers’ agent for the purpose
of taking possession of goods, including goods which are represented by bills of lading or other
documents of title, (b) provides carrier and other transportation services to the Borrowers, and
(c) that is reasonably satisfactory to Agent.



“Bailee and Agency Agreement” means a Bailee and Agency Agreement, in substantially
the form attached as Exhibit B-4 hereto, entered into by and among the Borrowers, a Bailee
&  Agent, and Agent, the form and substance of which is satisfactory to Agent.



“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) purchase cards, (e) ACH
Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g)
transactions under Hedge Agreements.



“Bank Product Agreements” means those agreements entered into from time to time by
Parent or its Subsidiaries with a Bank Product Provider in connection with the obtaining of any of
the Bank Products.



“Bank Product Collateralization” means providing cash collateral (pursuant to
documentation reasonably satisfactory to Agent) to be held by Agent for the benefit of the Bank
Product Providers in an amount determined by Agent as sufficient to satisfy the reasonably
estimated credit exposure with respect to the then existing Bank Products that qualify as Bank
Product Obligations pursuant to the requirements of the proviso set forth in the definition of Bank
Product Obligations.



“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 Parent or its Subsidiaries are
obligated to reimburse to Agent or any member of the Lender Group as a result of Agent or such
member of the Lender Group 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 such Bank 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 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 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.



“Bank Product Provider” means any Lender or any of its Affiliates; provided,
however, that no such Person (other than Wells Fargo) shall constitute a Bank Product
Provider with respect to a Bank Product unless and until Agent shall have received a Bank Product
Provider Letter Agreement with such Person and 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 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.



“Bank Product Provider Letter Agreement” means a letter agreement in substantially the
form attached hereto as Exhibit B-2, in form and substance satisfactory to Agent, duly
executed by the applicable Bank Product Provider, the Administrative Borrower, and Agent.



“Bank Product Reserve” means, as of any date of determination, the amount of reserves
that Agent has established (based upon the Bank Product Providers’ reasonable determination of the
credit exposure of Parent and its Subsidiaries 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) in respect of Bank Products then provided or outstanding that qualify as Bank
Product Obligations pursuant to the requirements of the proviso set forth in the definition of Bank
Product Obligations.



“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to
time.



“Base LIBOR Rate” means the rate per annum rate appearing on Bloomberg L.P.’s (the
"Service”) Page BBAM1/(Official BBA USD Dollar Libor Fixings) (or on any successor or
substitute page of such Service, or any successor to or substitute for such Service) 2 Business
Days prior to the commencement of the requested Interest Period, for a term and in an amount
comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an
initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate
Loan to a LIBOR Rate Loan) by Borrowers in accordance with the Agreement, which determination shall
be conclusive in the absence of manifest error.



“Base Rate” means the greatest of (a) the Base LIBOR Rate (which rate shall be
calculated based upon an Interest Period of 3 months and shall be determined on a daily basis)
plus 1.00 percentage point, (b) the Federal Funds Rate plus 1/2%, and (c) the rate of
interest announced, from time to time, within Wells Fargo at its principal office in San Francisco
as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base
rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates
of interest are calculated for those loans making reference thereto and is evidenced by the
recording thereof after its announcement in such internal publications as Wells Fargo may
designate.



“Base Rate Loan” means each portion of the Advances that bears interest at a rate
determined by reference to the Base Rate.



“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”); provided, however, that for the period from the Closing Date
through September 30, 2009, the Base Rate Margin shall be at the margin in the row styled “Level
III”:



	 	 	 	 	 
	Level
	 	Average Daily Availability

	 	Base Rate Margin
	 
	 	 

	 	 
	I
	 	If the Average Daily Availability is less than

$75,000,000

	 	3.25 percentage points



	 
	 	 

	 	 
	II
	 	If the Average Daily Availability is greater

than or equal to $75,000,000 and less than

$150,000,000

	 	3.00 percentage points





	 
	 	 

	 	 
	III
	 	If the Average Daily Availability is greater

than or equal to $150,000,000

	 	2.75 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 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.



“Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA)
for which Parent or any of its Subsidiaries or ERISA Affiliates has been an “employer” (as defined
in Section 3(5) of ERISA) within the past six years.



“BOA” has the meaning specified therefor in the preamble to the Agreement.



“BOAS” has the meaning specified therefor in the preamble to the Agreement.



“Board of Directors” means the board of directors (or comparable managers) of Parent
or any committee thereof duly authorized to act on behalf of the board of directors (or comparable
managers).



“Borrower” and “Borrowers” have the respective meanings specified therefor in
the preamble to the Agreement.



“Borrowing” means a borrowing hereunder consisting of Advances made on the same day by
the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by
Agent in the case of a Protective Advance.



“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) the Seasonal Inventory Limit,



(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.




“Borrowing Base Certificate” means a certificate in the form of Exhibit
B-1.



“Borrowing Base Excess” has the meaning specified therefor in Section
2.4(e)(i) of the Agreement.



“Business Day” means any day that is not a Saturday, Sunday, or other day on which
banks are authorized or required to close in the state of New York, except that, if a determination
of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any
day on which banks are closed for dealings in Dollar deposits in the London interbank market.



“Canadian Dollars” or “C$” means Canadian dollars.



“Capital Expenditures” means, with respect to any Person for any period, the aggregate
of all expenditures by such Person and its Subsidiaries during such period that are capital
expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or
financed.



“Capitalized Lease Obligation” means that portion of the obligations under a Capital
Lease that is required to be capitalized in accordance with GAAP.



“Capital Lease” means a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP.



“Cash Equivalents” means (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the
full faith and credit of the United States, in each case maturing within 1 year from the date of
acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of
the United States or any political subdivision of any such state or any public instrumentality
thereof maturing within 1 year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either Standard &  Poor’s Rating
Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more
than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of
at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits,
overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition
thereof issued by any bank organized under the laws of the United States or any state thereof or
the District of Columbia or any United States branch of a foreign bank having at the date of
acquisition thereof combined capital and surplus of not less than $250,000,000, (e) Deposit
Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or
(ii) any other bank organized under the laws of the United States or any state thereof so long as
the full amount maintained with any such other bank is insured by the Federal Deposit Insurance
Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of
clause (d) of this definition or recognized securities dealer having combined capital and surplus
of not less than $250,000,000, having a term of not more than seven days, with respect to
securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities
of six months or less from the date of acquisition backed by standby letters of credit issued by
any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in
money market funds substantially all of whose assets are invested in the types of assets described
in clauses (a) through (g) above.



“CFC” means a controlled foreign corporation (as that term is defined in the IRC) and
any Subsidiary of a controlled foreign corporation.



“Change of Control” means that (a) Permitted Holders fail to own and control, directly
or indirectly, 51%, or more, of the Stock of Parent having the right to vote for the election of
members of the Board of Directors, (b) any “person” or “group” (within the meaning of Sections
13(d) and 14(d) of the Exchange Act), other than Permitted Holders, becomes the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 20%, or more, of the
Stock of Parent having the right to vote for the election of members of the Board of Directors (c)
a majority of the members of the Board of Directors do not constitute Continuing Directors, or (d)
Parent fails to own and control, directly or indirectly, 100% of the Stock of each other Loan
Party.



“Closing Date” means the date of the making of the initial Advance (or other extension
of credit) hereunder.



“Code” means the New York Uniform Commercial Code, as in effect from time to time.



“Collateral” means all assets and interests in assets and proceeds thereof now owned
or hereafter acquired by Parent or its Subsidiaries in or upon which a Lien is granted by such
Person in favor of Agent or the Lenders under any of the Loan Documents.



“Collateral Access Agreement” means a landlord waiver, bailee letter, or
acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in
possession of, having a Lien upon, or having rights or interests in Parent’s or its Subsidiaries’
books and records, Equipment, or Inventory, in each case, in form and substance reasonably
satisfactory to Agent.



“Collections” means all cash, checks, notes, instruments, and other items of payment
(including insurance proceeds, cash proceeds of asset sales, rental proceeds, and tax refunds).



“Commitment” means, with respect to each Lender, its Commitment, and, with respect to
all Lenders, their Commitments, in each case as such Dollar amounts are set forth beside such
Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and
Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced
or increased from time to time pursuant to assignments made in accordance with the provisions of
Section 13.1 of the Agreement.



“Compliance Certificate” means a certificate substantially in the form of Exhibit
C-1 delivered by the chief financial officer of Parent to Agent.



“Confidential Information” has the meaning specified therefor in Section
17.9(a) of the Agreement.



“Continuing Director” means (a) any member of the Board of Directors who was a
director (or comparable manager) of Parent on the Closing Date, and (b) any individual who becomes
a member of the Board of Directors after the Closing Date if such individual was approved,
appointed or nominated for election to the Board of Directors by either the Permitted Holders or a
majority of the Continuing Directors, but excluding any such individual originally proposed for
election in opposition to the Board of Directors in office at the Closing Date in an actual or
threatened election contest relating to the election of the directors (or comparable managers) of
Parent and whose initial assumption of office resulted from such contest or the settlement thereof.



“Control Agreement” means a control agreement, in form and substance reasonably
satisfactory to Agent, executed and delivered by Parent or one of its Subsidiaries, Agent, and the
applicable securities intermediary (with respect to a Securities Account) or bank (with respect to
a Deposit Account).



“Controlled Account Agreement” has the meaning specified therefor in the Security
Agreement.



“Copyright Security Agreement” has the meaning specified therefor in the Security
Agreement.



“Daily Balance” means, as of any date of determination and with respect to any
Obligation, the amount of such Obligation owed at the end of such day.



“Default” means an event, condition, or default that, with the giving of notice, the
passage of time, or both, would be an Event of Default.



“Defaulting Lender” means any Lender that fails to make any Advance (or other
extension of credit) that it is required to make hereunder on the date that it is required to do so
hereunder.



“Defaulting Lender Rate” means (a) for the first 3 days from and after the date the
relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to
Advances that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto).



“DGCL” means the Delaware General Corporations Law as amended from time to time.



“Deposit Account” means any deposit account (as that term is defined in the Code).



“Designated Account” means the Deposit Account of Administrative Borrower identified
on Schedule D-1.



“Designated Account Bank” has the meaning specified therefor in Schedule D-1.



“Dilution” means, as of any date of determination, a percentage, based upon the
experience of a prior period of duration selected by Agent in its Permitted Discretion (which
period of duration shall not be less than 90 consecutive days), that is the result of
dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits,
or other dilutive items with respect to Borrowers’ Accounts during such period (but, in any event,
only to the extent that such amounts are included in billings per clause (b) of this definition),
by (b) Borrowers’ billings with respect to Accounts during such period.



“Dilution Reserve” means, as of any date of determination, an amount sufficient to
reduce the advance rate against Eligible Accounts by 1 percentage point for each percentage point
by which Dilution is in excess of 5%.



“Dollars” or “$” means United States dollars.



“Dollar Equivalent” means, on any date of determination, (a) with respect to any
amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any
Alternative Currency, the equivalent in Dollars of such amount, determined by the Agent using the
applicable Exchange Rate.



“Domestic Subsidiary” means any Subsidiary of Parent that is not a CFC..



“EBITDA” means, with respect to any fiscal period, Parent’s consolidated net earnings
(or loss), minus (a) the sum of (without duplication) (i) extraordinary gains, (ii) interest
income, and (iii) non-cash gains arising from asset dispositions not in the ordinary course of
business, in each case, for such period, plus (b) the sum of (without duplication) (i) non-cash
extraordinary losses, (ii) non-cash stock compensation expenses, (iii) non-cash losses arising from
asset dispositions not in the ordinary course of business, (iv) interest expense, (v) income taxes,
(vi) depreciation, and (vii) amortization (including deferred financing costs and intangibles), in
each case, for such period, in each case, determined on a consolidated basis in accordance with
GAAP. For the purposes of calculating EBITDA for any period of 4 consecutive fiscal quarters
(each, a “Reference Period”), if at any time during such Reference Period (and after the
Closing Date), Parent or any of its Subsidiaries shall have made a Permitted Acquisition, EBITDA
for such Reference Period shall be calculated after giving pro forma effect thereto (including pro
forma adjustments arising out of events which are directly attributable to such Permitted
Acquisition, are factually supportable, and are expected to have a continuing impact, in each case
to be mutually and reasonably agreed upon by Parent and Agent) or in such other manner acceptable
to Agent as if any such Permitted Acquisition or adjustment occurred on the first day of such
Reference Period.



“Ecko Lender License Agreement” means a license agreement among Agent, Ecko.Complex,
LLC, the Borrowers, Skechers International II, and Skechers S.A.R.L. on terms and conditions and
subject to documentation satisfactory to Agent.



“Ecko License Agreement” means that certain Trademark License Agreement, dated April
7, 2003, by and among Ecko.Complex, LLC, Skechers U.S.A., Inc. II, Skechers International II, and
Skechers S.A.R.L.



“Eligible Accounts” means those Accounts created by a Borrower in the ordinary course
of its business, that arise out of its sale of goods or rendition of services, that comply with
each of the representations and warranties respecting Eligible Accounts made in the Loan Documents,
and that are not excluded as ineligible by virtue of one or more of the excluding criteria set
forth below; provided, however, that such criteria may be revised from time to time
by Agent in Agent’s Permitted Discretion to address the results of any audit performed by Agent
from time to time after the Closing Date. In determining the amount to be included, Eligible
Accounts shall be calculated net of customer deposits and unapplied cash. Eligible Accounts shall
not include the following:



(a) Accounts that the Account Debtor has failed to pay within 90 days 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 $2,500,000 of
Borrowers’ Accounts outstanding at any one time with selling terms of more than 60 days but less
than 90 days,



(c) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts
owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,



(d) Accounts with respect to which the Account Debtor is an Affiliate of a Borrower or an
employee of a Borrower or any Affiliate of a Borrower,



(e) Accounts arising in a transaction wherein goods are placed on consignment or are sold
pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other
terms by reason of which the payment by the Account Debtor may be conditional,



(f) Accounts that are not payable in Dollars,



(g) Accounts with respect to which the Account Debtor either (i) does not maintain its chief
executive office in the United States, or (ii) is not organized under the laws of the United States
or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of
any state, province, municipality, or other political subdivision thereof, or of any department,
agency, public corporation, or other instrumentality thereof, unless (x) the Account is supported
by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and
issuer or domestic confirming bank) that has been delivered to Agent and is drawable by Agent
either as the originally named beneficiary or by virtue of Agent having control (as defined in
Section 9-107 of the Code) over such letter of credit, (y) the Account is covered by credit
insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent or
(z) the Account is otherwise satisfactory to Agent, in its sole discretion,



(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 $2,500,000,



(i) Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has
asserted a right of setoff, or has disputed its obligation to pay all or any portion of the
Account, to the extent of such claim, right of setoff, or dispute,



(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., and (iv) Ross Stores, Inc.,



(k) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding,
is not Solvent, has gone out of business, or as to which a Borrower has received notice of an
imminent Insolvency Proceeding or a material impairment of the financial condition of such Account
Debtor,



(l) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be
doubtful by reason of the Account Debtor’s financial condition,



(m) Accounts that are not subject to a valid and perfected first priority Agent’s Lien,



(n) Accounts with respect to which (i) the goods giving rise to such Account have not been
shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not
been performed and billed to the Account Debtor,



(o) Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned
Entity,



(p) Accounts that represent the right to receive progress payments or other advance billings
that are due prior to the completion of performance by the applicable Borrower of the subject
contract for goods or services,



(q) Accounts that are acquired in connection with a Permitted Acquisition or are Accounts of a
Person acquired in a Permitted Acquisition, until the completion of an appraisal and field
examination of such Accounts, in each case, reasonably satisfactory to Agent,



(r) Accounts that constitute debit memos,



(s) Accounts that represent the right to receive payment in connection with the sale of
Inventory for purposes of display or demonstration, or



(t) Accounts with respect to which a Borrower has agreed to grant the Account Debtor a
discount on the amount of the Account if the Account Debtor pays the discounted amount of the
Account within a certain time period, solely to the extent of the proposed discount with respect to
the applicable Account.



“Eligible In-Transit Inventory” means those items of Inventory that do not qualify as
Eligible Landed Inventory solely because they are not in a location set forth on Schedule
E-1 or in transit among such locations and they are the subject of a bill of lading or other
similar document of title, but as to which, in each case, (a) such Inventory currently is in
transit (whether by vessel, air, or land) to a location set forth on Schedule E-1 that is
the subject of a Collateral Access Agreement, (b) title to such Inventory has passed to the
applicable Borrower, (c) such Inventory is insured against types of loss, damage, hazards, and
risks, and in amounts, satisfactory to Agent in its Permitted Discretion, (d) such Inventory either
(i) is the subject of a negotiable bill of lading (x) that is consigned to Agent (either directly
or by means of endorsements), (y) that was issued by the carrier respecting the subject Inventory,
and (z) either (1) that is the subject of a telefacsimile copy that Agent has received from the
applicable Issuing Lender or Underlying Issuer, as applicable, which issued the Letter of Credit
and as to which Agent also has received a confirmation from such Person that such negotiable bill
of lading is in-transit by air-courier to Agent (or a customs broker that has executed in favor of
Agent a customs broker agreement that is reasonably satisfactory to Agent) or (2) that is in the
possession of Agent (or a customs broker that has executed in favor of Agent a customs broker
agreement that is reasonably satisfactory to Agent), (ii) is the subject of a negotiable cargo
receipt and is not the subject of a bill of lading (other than a negotiable bill of lading
consigned to, and in the possession of, a consolidator or Agent, or their respective agents) and
such negotiable cargo receipt (x) is consigned to Agent (either directly or by means of
endorsements), (y) was issued by a consolidator respecting the subject Inventory, and (z) either
(1) that is the subject of a telefacsimile copy that Agent has received from the applicable
Issuing Lender or Underlying Issuer, as applicable, which issued the Letter of Credit and as to
which Agent also has received a confirmation from such Person that such negotiable cargo receipt is
in-transit by air-courier to Agent (or a customs broker that has executed in favor of Agent a
customs broker agreement that is reasonably satisfactory to Agent) or (2) that is in the possession
of Agent (or a customs broker that has executed in favor of Agent a customs broker agreement that
is reasonably satisfactory to Agent), or (iii) so long as a satisfactory Bailee and Agency
Agreement is in full force and effect, (x) is the subject of a bill of lading (1) that is consigned
to Agent (either directly or by means of endorsements), (2) that was issued by the applicable
Bailee &  Agent party to such Bailee and Agency Agreement as the carrier respecting the subject
Inventory, and (3) that is in the possession of Agent or such Bailee &  Agent that is party to such
Bailee and Agency Agreement, (y) is in the possession of the Bailee &  Agent that is party to such
Bailee and Agency Agreement, and (z) together with the applicable bill of lading, is subject to the
terms of such Bailee and Agency Agreement, which has been executed by the applicable Bailee &  Agent
and the Borrowers and delivered to Agent, (e) Parent has provided a certificate to the Agent that
certifies that, to the Knowledge of the Parent, such Inventory (A) meets all of such Borrowers’
representations and warranties contained in the Loan Documents concerning Eligible In-Transit
Inventory and Eligible Landed Inventory, (B) that it is not excluded by any of the excluding
criteria in the definitions of Eligible In-Transit Inventory or Eligible Landed Inventory, other
than because (i) such Inventory is not in a location set forth on Schedule E-1 or in
transit among such locations or (ii) such Inventory is the subject of a bill of lading or other
document of title, and (C) that it knows of no reason why such Inventory would not be accepted by a
Borrower when it delivered to a Borrower or a customs broker on behalf of a Borrower, and that the
shipment as evidenced by the documents conforms to the related order documents and (f) the full
purchase price for such Inventory either (i) has been paid in full or (ii) is supported by a
Qualified Import Letter of Credit, and (g) if clause (f)(ii) applies, the Qualified Import Letter
of Credit has been drawn upon in full and the Issuing Bank or Underlying Issuer, as applicable, has
honored such drawing.



“Eligible Inventory” means Eligible Landed Inventory or Eligible In-Transit Inventory.



“Eligible Landed Inventory” means Inventory consisting of first quality finished goods
held for sale in the ordinary course of a Borrower’s business, that complies with each of the
representations and warranties respecting Eligible Inventory made in the Loan Documents, and that
is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below;
provided, however, that such criteria may be revised from time to time by Agent in
Agent’s Permitted Discretion to address the results of any audit or appraisal performed by Agent
from time to time after the Closing Date. In determining the amount to be so included, Inventory
shall be valued at the lower of cost or market on a basis consistent with Borrowers’ historical
accounting practices. An item of Inventory shall not be included in Eligible Inventory if:



(a) a Borrower does not have good, valid, and marketable title thereto,



(b) a Borrower does not have actual and exclusive possession thereof (either directly or
through a bailee or agent of a Borrower),



(c) it is not located at one of the locations in the continental United States set forth on
Schedule E-1 and is not in-transit from one such location to another such location,



(d) it is in-transit to or from a location of a Borrower (other than in-transit from one
location set forth on Schedule E-1 to another location set forth on Schedule E-1),



(e) it is located on real property leased by a Borrower (other than a retail store that is
owned or operated by a Loan Party) or in a contract warehouse, in each case, unless it is subject
to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and
unless it is segregated or otherwise separately identifiable from goods of others, if any, stored
on the premises,



(f) it is the subject of a bill of lading or other similar document of title,



(g) it is not subject to a valid and perfected first priority Agent’s Lien,



(h) it consists of goods returned or rejected by a Borrower’s customers (other than such goods
that are undamaged and resalable in the ordinary course of a Borrower’s business),



(i) it consists of goods that are discontinued, obsolete or slow moving, restrictive or custom
items, work-in-process, raw materials, or goods that constitute spare parts, packaging and shipping
materials, supplies used or consumed in a Borrower’s business, bill and hold goods, defective
goods, “seconds,” or Inventory acquired on consignment,



(j) it is subject to third party trademark, licensing or other proprietary rights, unless the
Agent is reasonably satisfied that such Inventory can be sold by the Agent on satisfactory terms
upon and after the occurrence of an Event of a Default,



(k) a Borrower does not have sufficient rights to be able to dispose of such Inventory in the
ordinary course of business, or



(l) it was acquired in connection with a Permitted Acquisition, until the completion of an
appraisal and field examination of such Inventory, in each case, reasonably satisfactory to Agent
(which appraisal and field examination may be conducted prior to the closing of such Permitted
Acquisition).



“Environmental Action” means any written complaint, summons, citation, notice,
directive, order, claim, litigation, investigation, judicial or administrative proceeding,
judgment, letter, or other written communication from any Governmental Authority, or any third
party involving violations of Environmental Laws or releases of Hazardous Materials (a) from any
assets, properties, or businesses of any Borrower, any Subsidiary of a Borrower, or any of their
predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any
facilities which received Hazardous Materials generated by any Borrower, any Subsidiary of a
Borrower, or any of their predecessors in interest.



“Environmental Law” means any applicable federal, state, provincial, foreign or local
statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and
enforceable written policy, or rule of common law now or hereafter in effect and in each case as
amended, or any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, in each case, to the extent binding on Parent or
its Subsidiaries, relating to the environment, the effect of the environment on employee health, or
Hazardous Materials, in each case as amended from time to time.



“Environmental Liabilities” means all liabilities, monetary obligations, losses,
damages, punitive damages, consequential damages, treble damages, costs and expenses (including all
reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of
investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a
result of any claim or demand, or Remedial Action required, by any Governmental Authority or any
third party, and which relate to any Environmental Action.



“Environmental Lien” means any Lien in favor of any Governmental Authority for
Environmental Liabilities.



“Equipment” means equipment (as that term is defined in the Code).



“Equipment Loan” means any loan or loans the proceeds of which are used to purchase
Equipment.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute thereto.



“ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as
employed by the same employer as the employees of Parent or its Subsidiaries under IRC Section
414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the
same employer as the employees of Parent or its Subsidiaries under IRC Section 414(c), (c) solely
for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA
that is a member of an affiliated service group of which Parent or any of its Subsidiaries is a
member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412
of the IRC, any Person subject to ERISA that is a party to an arrangement with Parent or any of its
Subsidiaries and whose employees are aggregated with the employees of Parent or its Subsidiaries
under IRC Section 414(o).



“Euro” means the euro referred to in Council Regulation (EC) No. 1103/97 dated June
17, 1997, passed by the Council of the European Union, or, if different, the then lawful currency
of the member states of the European Union that participate in the third stage of Economic and
Monetary Union.



“Event of Default” has the meaning specified therefor in Section 8 of the
Agreement.



“Excess Availability” means, as of any date of determination, the amount equal to
Availability minus the aggregate amount, if any, of all trade payables of Parent and its
Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of
the Loan Parties in excess of historical practices with respect thereto, in each case as determined
by Agent in its Permitted Discretion.



“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to
time.



“Exchange Rate” means and refers to the nominal rate of exchange (vis-à-vis Dollars)
for a currency other than Dollars published in The Wall Street Journal (Eastern Edition) on the
date of determination (which shall be a Business Day on which The Wall Street Journal (Eastern
Edition) is published), expressed as the number of units of such other currency per one Dollar.



“Existing Acceptances” means the Acceptances described on Schedule E-2.



“Existing Credit Facility” means that certain Second Amended and Restated Loan and
Security Agreement, dated as of May 31, 2006 (as amended), by and among the Borrowers, The CIT
Group/Commercial Services, Inc., as agent for the lenders party thereto, Wachovia Capital Markets,
LLC, as lead arranger, and the other lenders party thereto.



“Existing Letters of Credit” means the letters of credit described on Schedule
E-3.



“Fee Letter” means that certain fee letter between Borrowers and Agent, in form and
substance reasonably satisfactory to Agent.



“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal to, for each day during such period, the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the quotations for
such day on such transactions received by Agent from three Federal funds brokers of recognized
standing selected by it.



“Financial Covenant Period” means a period which shall commence on any date (the
“Commencement Date”) on which Excess Availability is less than $50,000,000 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 $50,000,000.



“Fixed Charges” means, with respect to any fiscal period and with respect to Parent
determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a)
Interest Expense paid or required to be paid in cash during such period, (b) principal payments in
respect of Indebtedness that are required to be paid during such period, (c) all federal, state,
and local income taxes paid or required to be paid in cash during such period, (d) Capital
Expenditures made or incurred during such period (other than Capital Expenditures financed with
proceeds of Indebtedness (other than Advances)), and (e) all Restricted Junior Payments paid
(whether in cash or other property, other than common Stock, and other than Restricted Junior
Payments permitted to be made pursuant to Section 6.9(a) of the Agreement) during such
period.



“Fixed Charge Coverage Ratio” means, with respect to Parent for any period, the ratio
of (i) EBITDA for such period, to (ii) Fixed Charges for such period.



“Flow of Funds Agreement” means a flow of funds agreement, in form and substance
reasonably satisfactory to Agent, executed and delivered by Borrowers and Agent.



“Foreclosed Borrower” has the meaning specified therefor in Section 2.14
of the Agreement.



“Foreign Lender” means any Lender or Participant that is not a United States person
within the meaning of IRC section 7701(a)(30).



“Foreign Subsidiary” means any Person that is both (a) a direct or indirect
Subsidiary of Parent and (b) a CFC.



“Funding Date” means the date on which a Borrowing occurs.



“Funding Losses” has the meaning specified therefor in Section 2.12(b)(ii) of
the Agreement.



“GAAP” means generally accepted accounting principles as in effect from time to time
in the United States, consistently applied.



“Governing Documents” means, with respect to any Person, the certificate or articles
of incorporation, by-laws, or other organizational documents of such Person.



“Governmental Authority” means any federal, state, local, or other governmental or
administrative body, instrumentality, board, department, or agency or any court, tribunal,
administrative hearing body, arbitration panel, commission, or other similar dispute-resolving
panel or body.



“Guarantors” means (a) each Domestic Subsidiary of Parent (other than (i) any Borrower
or (ii) at anytime prior to the date Yale is required to become a Guarantor pursuant to Section
5.11(b) of the Agreement, Yale) and (b) each other Person that becomes a guarantor after the
Closing Date pursuant to Section 5.11 of the Agreement, and “Guarantor” means any
one of them.



“Guaranty” means that certain general continuing guaranty executed and delivered by
each Guarantor in favor of Agent, for the benefit of the Lender Group and the Bank Product
Providers, in form and substance reasonably satisfactory to Agent.



“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise
classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous
materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define,
list, or classify substances by reason of deleterious properties such as ignitability, corrosivity,
reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or
petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids,
produced waters, and other wastes associated with the exploration, development, or production of
crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any
radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil
or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per
million.



“Hedge Agreement” means any and all agreements or documents now existing or hereafter
entered into by Parent or any of its Subsidiaries that provide for an interest rate, credit,
commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap,
cross currency rate swap, currency option, or any combination of, or option with respect to, these
or similar transactions, for the purpose of hedging Parent’s or any of its Subsidiaries’ exposure
to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency
valuations or commodity prices.



“Holdout Lender” has the meaning specified therefor in Section 14.2(a) of the
Agreement.



“Immaterial Subsidiary” means any non-operating Subsidiary of the Loan Parties that
does not hold or own assets with an aggregate net book value of greater than $1,000,000; and
“Immaterial Subsidiaries” means all of them; provided, however, that if any
Subsidiary that previously constituted an Immaterial Subsidiary ever either (a) holds or owns
assets with an aggregate net book value of greater than $1,000,000 or (b) becomes an operating
Subsidiary, then such Subsidiary shall immediately and automatically cease to be an Immaterial
Subsidiary and the Borrowers shall be required to comply with the provisions of Section
5.11 of the Agreement with respect to such Subsidiary.



“Increase Effective Date” has the meaning specified therefor in Section
2.2(a).



“Increase Joinder” has the meaning specified therefor in Section 2.2(c).



“Indebtedness” means (a) all obligations for borrowed money, (b) all obligations
evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other
obligations in respect of letters of credit, bankers acceptances, or other financial products, (c)
all obligations as a lessee under Capital Leases, (d) all obligations or liabilities of others
secured by a Lien on any asset of a Person, irrespective of whether such obligation or liability is
assumed, (e) all obligations to pay the deferred purchase price of assets (other than trade
payables incurred in the ordinary course of business and repayable in accordance with customary
trade practices), (f) all obligations owing under Hedge Agreements (which amount shall be
calculated based on the amount that would be payable by such Person if the Hedge Agreement were
terminated on the date of determination), (g) any Prohibited Preferred Stock, and (h) any
obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed,
endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that
constitutes Indebtedness under any of clauses (a) through (g) above. For purposes of this
definition, (i) the amount of any Indebtedness represented by a guaranty or other similar
instrument shall be the lesser of the principal amount of the obligations guaranteed and still
outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the
terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness
described in clause (d) above shall be the lower of the amount of the obligation and the fair
market value of the assets securing such obligation.



“Indemnified Liabilities” has the meaning specified therefor in Section 10.3
of the Agreement.



“Indemnified Person” has the meaning specified therefor in Section 10.3 of the
Agreement.



“Insolvency Proceeding” means any proceeding commenced by or against any Person under
any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency
law, assignments for the benefit of creditors, formal or informal moratoria, compositions,
extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other
similar relief.



“Intercompany Subordination Agreement” means a subordination agreement executed and
delivered by Parent, each of the other Loan Parties, and Agent, the form and substance of which is
reasonably satisfactory to Agent.



“Interest Expense” means, for any period, the aggregate of the interest expense of
Parent for such period, determined on a consolidated basis in accordance with GAAP.



“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 months thereafter;
provided, however, that (a) interest shall accrue at the applicable rate based upon
the 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 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.



“Inventory” means inventory (as that term is defined in the Code).



“Inventory Advance Rate” means the lesser of (a) 70% and (b) the result of 85% times
the most recently determined Net Liquidation Percentage.



“Investment” means, with respect to any Person, any investment by such Person in any
other Person (including Affiliates) in the form of loans, guarantees, advances, capital
contributions (excluding (a) commission, travel, and similar advances to officers and employees of
such Person made in the ordinary course of business, and (b) bona fide Accounts arising in the
ordinary course of business consistent with past practice), or acquisitions of Indebtedness, Stock,
or all or substantially all of the assets of such other Person (or of any division or business line
of such other Person), and any other items that are or would be classified as investments on a
balance sheet prepared in accordance with GAAP.



“IRC” means the Internal Revenue Code of 1986, as in effect from time to time.



“Issuing Lender” means WFF, BOA, or any other Lender that, at the request of Borrowers
and with the consent of Agent, agrees, in such Lender’s sole discretion, to become an Issuing
Lender for the purpose of issuing Letters of Credit or Reimbursement Undertakings or accepting
Acceptances pursuant to Section 2.11 of the Agreement.



“Knowledge” means, the actual knowledge of the executive officers of Parent after
reasonable inquiry.



“Lender” and “Lenders” have the respective meanings set forth in the preamble
to the Agreement, and shall include any other Person made a party to the Agreement in accordance
with the provisions of Section 13.1 of the Agreement.



“Lender Group” means each of the Lenders (including each Issuing Lender) and Agent, 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) out-of-pocket costs and expenses incurred by Agent in the disbursement of
funds to Borrowers or other members of the Lender Group (by wire transfer or otherwise), (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, and (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.



“Lender Group Representatives” has the meaning specified therefor in Section
17.9 of the Agreement.



“Lender-Related Person” means, with respect to any Lender, such Lender, together with
such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.



“Letter of Credit” means a letter of credit issued by an Issuing Lender or a letter of
credit issued by an Underlying Issuer, as the context requires.



“Letter of Credit Collateralization” means either (a) providing cash collateral
(pursuant to documentation reasonably satisfactory to Agent, including provisions that specify that
the Letter of Credit and Acceptance fee, and all usage charges set forth in the Agreement will
continue to accrue while the Letters of Credit or Acceptances, as applicable, are outstanding) to
be held by Agent for the benefit of those Lenders with a Commitment in an amount equal to the sum
of (i) 105% of the Letter of Credit Usage composed of Letters of Credit or Acceptances denominated
in Dollars and (ii) 115% of the balance of the Letter of Credit Usage, and, in each case, together
with an agreement to replenish such cash collateral as necessary to maintain at all times cash
collateral in accordance with the requirements set forth above, (b) causing the Underlying Letters
of Credit to be returned to the applicable Issuing Lender, or (c) providing Agent with a standby
letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank
acceptable to Agent (in its sole discretion) in an amount equal to the sum of (i) 105% of the
Letter of Credit Usage composed of Letters of Credit denominated in Dollars and (ii) 115% of the
balance of Letter of Credit Usage (it being understood that the Letter of Credit fee and all usage
charges set forth in the Agreement will continue to accrue while the Letters of Credit or
Acceptances, as applicable, are outstanding and that any such fees that accrue must be an amount
that can be drawn under any such standby letter of credit) and together with an agreement to
provide additional cash collateral or standby letters of credit as necessary to maintain at all
times cash collateral in accordance with the requirements set forth above.



“Letter of Credit Disbursement” means a payment made by any Issuing Lender or any
Underlying Issuer pursuant to a Letter of Credit.



“Letter of Credit Usage” means, as of any date of determination, the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit plus (b) the aggregate amount all
outstanding Acceptances.



“LIBOR Deadline” has the meaning specified therefor in Section 2.12(b)(i) of
the Agreement.



“LIBOR Notice” means a written notice in the form of Exhibit L-1.



“LIBOR Option” has the meaning specified therefor in Section 2.12(a) of the
Agreement.



“LIBOR Replacement Lender” has the meaning specified therefor in Section
2.12(d)(iii) of the Agreement.



“LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the rate per
annum determined by Agent by dividing (a) the Base LIBOR Rate for such Interest Period, by (b) 100%
minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the effective day of
any change in the Reserve Percentage.



“LIBOR Rate Loan” means each portion of an Advance that bears interest at a rate
determined by reference to the LIBOR Rate.



“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; provided, however,
that for the period from the Closing Date through September 30, 2009, the LIBOR Rate Margin shall
be at the margin in the row styled “Level III”:



	 	 	 	 	 
	Level
	 	Average Daily Availability

	 	LIBOR Rate Margin
	 
	 	 

	 	 
	I
	 	If the Average Daily Availability is less

$75,000,000

	 	4.25 percentage points



	 
	 	 

	 	 
	II
	 	If the Average Daily Availability is greater

than or equal to $75,000,000 and less than

$150,000,000

	 	4.00 percentage points





	 
	 	 

	 	 
	III
	 	If the Average Daily Availability is greater

than or equal to $150,000,000

	 	3.75 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 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.



“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge,
deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, or other
security arrangement and any other preference, priority, or preferential arrangement of any kind or
nature whatsoever, including any conditional sale contract or other title retention agreement, the
interest of a lessor under a Capital Lease and any synthetic or other financing lease having
substantially the same economic effect as any of the foregoing.



“Loan Account” has the meaning specified therefor in Section 2.9 of the
Agreement.



“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 entered into by any Borrower in connection with the Agreement, and any other 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.



“Loan Party” means any Borrower or any Guarantor.



“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal
Reserve System as in effect from time to time.



“Material Adverse Change” means (a) a material adverse change in the business,
operations, results of operations, assets, liabilities or condition (financial or otherwise) of
Parent and its Subsidiaries, taken as a whole, (b) a material impairment of Parent’s and its
Subsidiaries ability to perform their obligations under the Loan Documents to which they are
parties or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral,
or (c) a material impairment of the enforceability or priority of Agent’s Liens with respect to the
Collateral as a result of an action or failure to act on the part of Parent or its Subsidiaries.



“Material Contract” means, with respect to any Person, (a) each contract listed on
Schedule M-1 to the Agreement, (b) each contract or agreement to which such Person or any of its
Subsidiaries is a party involving aggregate consideration payable to or by such Person or such
Subsidiary of $5,000,000 or more (other than purchase orders in the ordinary course of the business
of such Person or such Subsidiary and other than contracts that by their terms may be terminated by
such Person or Subsidiary in the ordinary course of its business upon less than 60 days notice
without penalty or premium), and (c) all other contracts or agreements, the loss of which could
reasonably be expected to result in a Material Adverse Change.



“Maturity Date” has the meaning specified therefor in Section 3.3 of the
Agreement.



“Maximum Revolver Amount” means $250,000,000, as such amount may be increased in
accordance with Section 2.2 or decreased in accordance with Section 2.4(c).



“Moody’s” has the meaning specified therefor in the definition of Cash Equivalents.



“Net Cash Proceeds” means, with respect to any sale or disposition by Parent or any of
its Subsidiaries of assets, the amount of cash proceeds received (directly or indirectly) from time
to time (whether as initial consideration or through the payment of deferred consideration) by or
on behalf of Parent or its Subsidiaries, in connection therewith after deducting therefrom only (i)
the amount of any Indebtedness secured by any Permitted Lien on any asset (other than (A)
Indebtedness owing to Agent or any Lender under the Agreement or the other Loan Documents and (B)
Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in
connection with such sale or disposition, (ii) reasonable fees, commissions, and expenses related
thereto and required to be paid by Parent or such Subsidiary in connection with such sale or
disposition and (iii) taxes paid or payable to any taxing authorities by Parent or such Subsidiary
in connection with such sale or disposition, in each case to the extent, but only to the extent,
that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to
a Person that is not an Affiliate of Parent or any of its Subsidiaries, and are properly
attributable to such transaction.



“Net Liquidation Percentage” means the percentage of the book value of Borrowers’
Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of
all associated costs and expenses of such liquidation, such percentage to be as determined from
time to time by an appraisal company selected by Agent.



“Non-LIBOR Lender” has the meaning specified therefor in Section 2.12(d)(iii)
of the Agreement.



“Obligations” means (a) all loans, Advances, 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 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 kind and description owing by
Borrowers to the Lender Group pursuant to or evidenced by the 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, and (b) all Bank Product
Obligations. Any reference in the Agreement or in the Loan Documents to the Obligations shall
include all or any portion thereof and any extensions, modifications, renewals, or alterations
thereof, both prior and subsequent to any Insolvency Proceeding.



“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the
Treasury.



“Originating Lender” has the meaning specified therefor in Section 13.1(e) of
the Agreement.



“Overadvance” has the meaning specified therefor in Section 2.5 of the
Agreement.



“Parent” has the meaning specified therefor in the preamble to the Agreement.



“Participant” has the meaning specified therefor in Section 13.1(e) of the
Agreement.



“Participant Register” has the meaning set forth in Section 13.1(i) of the
Agreement.



“Patent Security Agreement” has the meaning specified therefor in the Security
Agreement.



“Patriot Act” has the meaning specified therefor in Section 4.18 of the
Agreement.



“Payoff Date” means the first date on which all of the Obligations are paid in full
and the Commitments of the Lenders are terminated.



“Permitted Acquisition” means any Acquisition so long as:



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



(b) no Indebtedness will be incurred, assumed, or would exist with respect to Parent or its
Subsidiaries as a result of such Acquisition, other than Indebtedness permitted under clause (g) or
(m) of the definition of Permitted Indebtedness and no Liens will be incurred, assumed, or would
exist with respect to the assets of Parent or its Subsidiaries as a result or such Acquisition
other than Permitted Liens,



(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 in excess of $100,000,000 at all times during the 3 month period ended immediately
after the proposed date of consummation of such acquisition,



(d) Borrowers have provided Agent with their due diligence package relative to the proposed
Acquisition, including forecasted balance sheets, profit and loss statements, and cash flow
statements of the Person to be acquired, all prepared on a basis consistent with such Person’s
historical financial statements, together with appropriate supporting details and a statement of
underlying assumptions for the 1 year period following the date of the proposed Acquisition, on a
quarter by quarter basis), in form and substance (including as to scope and underlying assumptions)
reasonably satisfactory to Agent,



(e) Borrowers shall have Excess Availability plus Qualified Cash in an amount equal to or
greater than $100,000,000 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),



(f) Borrowers have provided Agent with written notice of the proposed Acquisition at least 15
days (or, in the case of a proposed Acquisition involving purchase consideration (including any
Acquired Indebtedness and any Indebtedness incurred in reliance on clause (m) of the definition of
Permitted Indebtedness) of $50,000,000 or more, 30 days) prior to the anticipated closing date of
the proposed Acquisition and, not later than 5 days (or, in the case of a proposed Acquisition
involving purchase consideration (including any Acquired Indebtedness and any Indebtedness incurred
in reliance on clause (m) of the definition of Permitted Indebtedness) of $50,000,000 or more, 15
days) prior to the anticipated closing date of the proposed Acquisition, copies of the acquisition
agreement and other material documents relative to the proposed Acquisition in substantially final
form, which agreement and documents must be reasonably acceptable to Agent,



(g) the assets being acquired (other than a de minimis amount of assets in relation to
Parent’s and its Subsidiaries’ total assets), or the Person whose Stock is being acquired, are
useful in or engaged in, as applicable, the business of Parent and its Subsidiaries or a business
reasonably related thereto,



(i) [intentionally omitted],



(j) the subject assets or Stock, as applicable, are being acquired directly by a Loan Party,
and, in connection therewith, the applicable Loan Party shall have complied with Section
5.11 or 5.12, as applicable, of the Agreement,



(k) the proposed Acquisition is not a merger with, or Acquisition by, an entity owned or
controlled by the Permitted Holders (other than Parent or a Subsidiary of Parent),



(l) the purchase consideration (including any Acquired Indebtedness and any Indebtedness
incurred in reliance on clause (m) of the definition of Permitted Indebtedness) payable in respect
of all Permitted Acquisitions (including the proposed Acquisition and including deferred payment
obligations) shall not exceed, when aggregated with the amount of Investments made pursuant to
clause (l) of the definition of Permitted Investments, $100,000,000 in the aggregate during the
term of the Agreement, and



(m) if a proposed Acquisition or series of related proposed Acquisitions involves purchase
consideration (including the amount of any Acquired Indebtedness and any Indebtedness incurred in
reliance on clause (m) of the definition of Permitted Indebtedness) of $50,000,000 or more, then,
if requested by Agent in its sole discretion, Agent shall have received an appraisal of Borrowers’
Inventory and Accounts by an appraiser reasonably satisfactory to Agent within the ninety day
period immediately preceding the anticipated closing date of the proposed Acquisition.



“Permitted Discretion” means a determination made in the exercise of reasonable (from
the perspective of a secured lender) business judgment.



“Permitted Dispositions” means:



(a) sales, abandonment, or other dispositions of Equipment or Inventory that is substantially
worn, damaged, obsolete or not used or useful in the ordinary course of business,



(b) sales of Inventory to buyers in the ordinary course of business,



(c) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the
terms of the Agreement or the other Loan Documents, including, in any event, forfeiture of deposits
in connection with proposed acquisitions that are not consummated,



(d) the licensing (a) on a non-exclusive basis, of patents, trademarks, copyrights, and other
intellectual property rights in the ordinary course of business or (b) on an exclusive basis, of
patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of
business so long as either (i) the patents, trademarks, copyrights, and other intellectual property
subject to such exclusive license are not owned by a Loan Party or the territory with respect to
which the exclusive license is granted does not include the United States or a territory within the
United States, or (ii) such exclusive license does not grant a right to use such patents,
trademarks, copyrights, and other intellectual property rights in connection with the manufacture,
design, distribution or sale of footwear of any kind.



(e) the granting of Permitted Liens,



(f) the sale or discount, in each case without recourse, of Accounts arising in the ordinary
course of business, but only in connection with the compromise or collection thereof,



(g) any involuntary loss, damage or destruction of property,



(h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent
domain or otherwise, or confiscation or requisition of use of property,



(i) the leasing or subleasing of assets of Parent or its Subsidiaries in the ordinary course
of business,



(j) the sale or issuance of Stock (other than Prohibited Preferred Stock) of Parent,



(k) the lapse or abandonment of patents, trademarks and other intellectual property of Parent
and its Subsidiaries to the extent not economically desirable in the conduct of their business and
so long as such lapse or abandonment is not materially adverse to the interests of the Lenders,



(l) dispositions of assets acquired by Parent and its Subsidiaries pursuant to a Permitted
Acquisition consummated within 12 months of the date of the proposed Disposition (the “Subject
Permitted Acquisition”) so long as (i) the consideration received for the assets to be so
disposed is at least equal to the fair market value thereof, (ii) the assets to be so disposed are
not necessary or economically desirable in connection with the business of Parent and its
Subsidiaries, and (iii) the assets to be so disposed are readily identifiable as assets acquired
pursuant to the Subject Permitted Acquisition,



(m) (i) the making of a Permitted Investment or (ii) so long as no Default or Event of Default
has occurred and is continuing or would result thereform and so long as such disposition is made at
fair market value, the disposition of any Investment that constitutes a Permitted Investment
pursuant to clause (d), (h), (l), or (m) of the definition of Permitted Investment,



(n) the payment of Restricted Junior Payments but only to the extent that they are expressly
permitted pursuant to Section 6.9 of the Agreement,



(o) the termination of contracts, licenses, leases or subleases in the ordinary course of
business to the extent that they are not economically desirable in the conduct of the Loan Parties’
business (taken as a whole) and so long as the termination thereof is not materially adverse to
the interests of the Lenders.



(p) dispositions of Equipment substantially concurrently with the replacement thereof;



(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 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;



(r) so long as no Default or Event of Default has occurred and is continuing or would result
therefrom, any disposition of Real Property,



(s) convey, sell, lease, license, assign, transfer, or otherwise dispose of patents,
trademarks, copyrights or other intellectual property of Parent or its Subsidiaries (including in
connection with the settlement or other resolution of claims, disputes, litigation, arbitration, or
other adverse proceedings) to the extent not necessary in the conduct of Parent’s and its
Subsidiaries’ business, taken as a whole, or



(t) dispositions of assets (other than Accounts, Stock of Subsidiaries of Parent, or Material
Contracts) not otherwise permitted in clauses (a) through (s) above so long as made
at fair market value and the aggregate fair market value of all assets disposed of in all such
dispositions since the Closing Date (including the proposed disposition) would not exceed
$5,000,000.



“Permitted Holder” means the Persons identified on Schedule P-1.



“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) unsecured Indebtedness incurred in respect of netting services, overdraft protection, and
other like 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 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 $100,000,000 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 $80,000,000 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, and



(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;



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), or (t) of this
definition of Permitted Indebtedness exceed $200,000,000.



“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, and (e) loans made by a Loan Party to a
Subsidiary of Parent that is not a Loan Party if (i) no Event of Default has occurred and is
continuing or would result therefrom, and (ii) Borrowers have Excess Availability plus Qualified
Cash of $100,000,000 or greater immediately after giving effect to each such loan.



“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,



(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 $100,000,000,
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, and



(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.



“Permitted Joint Ventures” means any joint venture between or among the Borrowers or
any of their Subsidiaries with third parties and designated as such by the Borrowers in writing to
Agent substantially concurrently with the creation or acquisition thereof provided that: (a) at no
time shall any creditor of any such entity have any claim against the Borrowers or any of their
Subsidiaries in respect of any Indebtedness or other obligation of such entity, except obligations
arising by operation of law, including joint and several liability for taxes, ERISA and similar
items; (b) none of the Borrowers or any of their Subsidiaries shall become a general partner of any
such entity; (c) no such entity shall own Stock in the Borrowers or any of their Subsidiaries; (d)
no investment shall be made in any such entity by the Borrowers or any of their Subsidiaries except
as expressly permitted under the Agreement. It is understood that notwithstanding anything to the
contrary in the Agreement, such entities shall not be required to guaranty the Obligations or
pledge their assets to secure same.



“Permitted Liens” means



(a) Liens held by Agent to secure the Obligations,



(b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either
(i) are not yet delinquent, or (ii) do not have priority over Agent’s Liens and the underlying
taxes, assessments, or charges or levies are the subject of Permitted Protests,



(c) judgment Liens arising solely as a result of the existence of judgments, orders, or awards
that do not constitute an Event of Default under Section 8.3 of the Agreement,



(d) Liens set forth on Schedule P-3; provided, however, that to
qualify as a Permitted Lien, any such Lien described on Schedule P-3 shall only secure the
Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect
thereof,



(e) the interests of lessors under operating leases and licensors under license agreements,



(f) purchase money Liens or the interests of lessors under Capital Leases to the extent that
such Liens or interests secure Permitted Purchase Money Indebtedness and so long as (i) such Lien
attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only
secures the Indebtedness that was incurred to acquire the asset purchased or acquired or any
Refinancing Indebtedness in respect thereof,



(g) Liens arising by operation of law in favor of warehousemen, landlords, carriers,
mechanics, materialmen, laborers, or suppliers, and other similar statutory Liens, incurred in the
ordinary course of business and not in connection with the borrowing of money, and which Liens
either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests,



(h) Liens on amounts deposited to secure Parent’s and its Subsidiaries obligations in
connection with worker’s compensation or other unemployment insurance,



(i) Liens on amounts deposited to secure Parent’s and its Subsidiaries obligations in
connection with the making or entering into of bids, tenders, or leases in the ordinary course of
business and not in connection with the borrowing of money,



(j) Liens on amounts deposited to secure Parent’s and its Subsidiaries reimbursement
obligations with respect to surety or appeal bonds in connection with Indebtedness permitted
pursuant to clause (h) of the definition of Permitted Indebtedness,



(k) with respect to any Real Property, easements, development concessions, rights of way,
encroachments, title defects and zoning restrictions that do not materially interfere with or
impair the use or operation thereof,



(l) licenses (a) on a non-exclusive basis, of patents, trademarks, copyrights, and other
intellectual property rights in the ordinary course of business or (b) on an exclusive basis, of
patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of
business so long as either (i) the patents, trademarks, copyrights, and other intellectual property
subject to such exclusive license are not owned by a Loan Party or the territory with respect to
which the exclusive license is granted does not include the United States or a territory within the
United States, or (ii) such exclusive license does not grant a right to use such patents,
trademarks, copyrights, and other intellectual property rights in connection with the manufacture,
design, distribution or sale of footwear of any kind.



(m) Liens that are replacements of Permitted Liens to the extent that the original
Indebtedness is the subject of permitted Refinancing Indebtedness and so long as the replacement
Liens only encumber those assets that secured the original Indebtedness,



(n) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other
depository institutions, solely to the extent incurred in connection with the maintenance of such
deposit accounts in the ordinary course of business,



(o) Liens granted in the ordinary course of business on the unearned portion of insurance
premiums securing the financing of insurance premiums to the extent the financing is permitted
under the definition of Permitted Indebtedness,



(p) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods,



(q) Liens resulting from the filing of a precautionary UCC-1 financing statements relating
solely to operating leases of personal property entered into in the ordinary course of business,



(r) Liens solely on any cash earnest money deposits made by Parent or any of its Subsidiaries
in connection with any letter of intent or purchase agreement with respect to a proposed
acquisition,



(s) Liens assumed by Parent or its Subsidiaries in connection with a Permitted Acquisition
that secure Acquired Indebtedness,



(t) Liens on the Real Property securing Indebtedness permitted pursuant to clause (p) of the
definition of Permitted Indebtedness,



(u) Liens on Equipment securing the Equipment Loan permitted pursuant to clause (q) of the
definition of Permitted Indebtedness,



(v) Liens on Accounts or Inventory owned by Foreign Subsidiaries, which Liens secure
Indebtedness permitted pursuant to clause (r) of the definition of Permitted Indebtedness,



(w) Liens on patents, trademarks, copyrights, or other intellectual property of Parent or its
Subsidiaries, which Liens arise pursuant to a Permitted Disposition permitted pursuant to clause
(s) of the definition of Permitted Dispositions, to the extent such patents, trademarks,
copyrights, or other intellectual property are not necessary in the conduct of Parent’s and its
Subsidiaries’ business, taken as a whole, and



(x) other Liens which do not secure Indebtedness for borrowed money or letters of credit and
as to which the aggregate amount of the obligations secured thereby does not exceed $100,000.



“Permitted Preferred Stock” means and refers to any Preferred Stock issued by Parent
(and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.



“Permitted Protest” means the right of Parent or any of its Subsidiaries to protest
any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or
taxes that are the subject of a United States federal tax lien), or rental payment, provided that
(a) a reserve with respect to such obligation is established on Parent’s or its Subsidiaries’ books
and records in such amount as is required under GAAP, (b) any such protest is instituted promptly
and prosecuted diligently by Parent or its Subsidiary, as applicable, in good faith, and (c) while
any such protest is pending, there will be no impairment of the enforceability, validity, or
priority of any of Agent’s Liens.



“Permitted Purchase Money Indebtedness” means, as of any date of determination,
Purchase Money Indebtedness incurred after the Closing Date in an aggregate principal amount
outstanding at any one time not in excess of $5,000,000.



“Person” means natural persons, corporations, limited liability companies, limited
partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land
trusts, business trusts, or other organizations, irrespective of whether they are legal entities,
and governments and agencies and political subdivisions thereof.



“Post-Increase Revolver Lenders” has the meaning specified therefor in Section
2.2(e) of the Agreement.



“Pre-Increase Revolver Lenders” has the meaning specified therefor in Section
2.2(e) of the Agreement.



“Preferred Stock” means, as applied to the Stock of any Person, the Stock of any class
or classes (however designated) that is preferred with respect to the payment of dividends, or as
to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Stock of any other class of such Person.



“Prohibited Preferred Stock” means any Preferred Stock that by its terms is
mandatorily redeemable or subject to any other payment obligation (including any obligation to pay
dividends, other than dividends of shares of Preferred Stock of the same class and series payable
in kind or dividends of shares of common stock) on or before a date that is less than 1 year after
the Maturity Date, or, on or before the date that is less than 1 year after the Maturity Date, is
redeemable at the option of the holder thereof for cash or assets or securities (other than
distributions in kind of shares of Preferred Stock of the same class and series or of shares of
common stock).



“Projections” means Parent’s forecasted (a) balance sheets, (b) profit and loss
statements, and (c) cash flow statements, all prepared on a basis consistent with Parent’s
historical financial statements, together with appropriate supporting details and a statement of
underlying assumptions.



“Pro Rata Share” means, as of any date of determination:



(a) with respect to a Lender’s obligation to make Advances and right to receive payments of
principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Commitments
being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s
Commitment, by (z) the aggregate Commitments of all Lenders, and (ii) from and after the time that
the Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y)
the outstanding principal amount of such Lender’s Advances by (z) the outstanding principal amount
of all Advances,



(b) with respect to a Lender’s obligation to participate in Letters of Credit or Reimbursement
Undertakings or Acceptances, to reimburse an Issuing Lender, and right to receive payments of fees
with respect thereto, (i) prior to the Commitments being terminated or reduced to zero, the
percentage obtained by dividing (y) such Lender’s Commitment, by (z) the aggregate Commitments of
all Lenders, and (ii) from and after the time that the Commitments have been terminated or reduced
to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s
Advances by (z) the outstanding principal amount of all Advances; provided,
however, that if all of the Advances have been repaid in full and Letters of Credit or
Acceptances remain outstanding, Pro Rata Share under this clause shall be determined based upon
subclause (i) of this clause as if the Commitments had not been terminated or reduced to zero and
based upon the Commitments as they existed immediately prior to their termination or reduction to
zero, and



(c) with respect to all other matters as to a particular Lender (including the indemnification
obligations arising under Section 15.7 of the Agreement), (i) prior to the Commitments
being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s
Commitment, by (z) the aggregate amount of Commitments of all Lenders, and (ii) from and after the
time that the Commitments have been terminated or reduced to zero, the percentage obtained by
dividing (y) the outstanding principal amount of such Lender’s Advances, by (z) the outstanding
principal amount of all Advances; provided, however, that if all of the Advances
have been repaid in full and Letters of Credit or Acceptances remain outstanding, Pro Rata Share
under this clause shall be determined based upon subclause (i) of this clause as if the Commitments
had not been terminated or reduced to zero and based upon the Commitments as they existed
immediately prior to their termination or reduction to zero.



“Protective Advances” has the meaning specified therefor in Section 2.3(d)(i)
of the Agreement.



“Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but
including Capitalized Lease Obligations), incurred at the time of, or within 30 days after, the
acquisition of any fixed assets for the purpose of financing all or any part of the acquisition
cost thereof.



“Qualified Cash” means, as of any date of determination, the amount of unrestricted
cash and Cash Equivalents of Parent and its Subsidiaries that is in Deposit Accounts or in
Securities Accounts, or any combination thereof, and which such Deposit Account or Securities
Account is the subject of a Control Agreement and is maintained by a branch office of the bank or
securities intermediary located within the United States.



“Qualified Import Letter of Credit” means a Letter of Credit that (a) is a commercial
letter of credit issued to facilitate the purchase by any Borrower of Eligible Inventory, (b) is in
form and substance reasonably acceptable to Agent, and (c) is only drawable by the beneficiary
thereof by the presentation of, among other documents, either (i) a negotiable bill of lading that
is consigned to Agent (either directly or by means of endorsements) and that was issued by the
carrier respecting the subject Eligible Inventory, (ii) a negotiable cargo receipt that is
consigned to Agent (either directly or by means of endorsements) and that was issued by a
consolidator respecting the subject Eligible Inventory; provided, however, that, no
bill of lading shall have been issued by the carrier (other than a bill of lading consigned to the
consolidator or to Agent), or (iii) so long as a satisfactory Bailee and Agency Agreement is in
full force and effect, a bill of lading that is consigned to Agent (either directly or by means of
endorsements) and that was issued by the applicable Bailee &  Agent party to such Bailee and Agency
Agreement as the carrier respecting the subject Inventory.



“Real Property” means any estates or interests in real property now owned or hereafter
acquired by Parent or its Subsidiaries and the improvements thereto.



“Record” means information that is inscribed on a tangible medium or that is stored in
an electronic or other medium and is retrievable in perceivable form.



“Refinancing Indebtedness” means refinancings, renewals, or extensions of Indebtedness
so long as:



(a) such refinancings, renewals, or extensions do not result in an increase in the principal
amount of the Indebtedness so refinanced, renewed, or extended,



(b) such refinancings, renewals, or extensions do not result in a shortening of the average
weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so
refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are
less favorable to the Lender Group than those that were applicable to the refinanced, renewed, or
extended Indebtedness nor are they or could they reasonably be expected to be materially adverse to
the interests of the Lenders,



(c) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of
payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension
must include subordination terms and conditions that are at least as favorable to the Lender Group
as those that were applicable to the refinanced, renewed, or extended Indebtedness, and



(d) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person
that is liable on account of the Obligations other than those Persons which were obligated with
respect to the Indebtedness that was refinanced, renewed, or extended.



“Register” has the meaning set forth in Section 13.1(h) of the Agreement.



“Registered Loan” has the meaning set forth in Section 13.1(h) of the
Agreement.



“Reimbursement Undertaking” has the meaning specified therefor in Section
2.11(a) of the Agreement.



“Related Fund” means, with respect to any Lender that is an investment fund, any other
investment fund that invests in commercial loans and that is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.



“Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain,
treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or
outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials
so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor
or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform
any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or
(e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.



“Replacement Lender” has the meaning specified therefor in Section 2.13(b) of
the Agreement.



“Report” has the meaning specified therefor in Section 15.16 of the Agreement.



“Required Lenders” means, at any time, Lenders whose aggregate Pro Rata Shares
(calculated under clause (c) of the definition of Pro Rata Shares) exceed 50%.



“Reserve Percentage” means, on any day, for any Lender, the maximum percentage
prescribed by the Board of Governors of the Federal Reserve System (or any successor Governmental
Authority) for determining the reserve requirements (including any basic, supplemental, marginal,
or emergency reserves) that are in effect on such date with respect to eurocurrency funding
(currently referred to as “eurocurrency liabilities”) of that Lender, but so long as such Lender is
not required or directed under applicable regulations to maintain such reserves, the Reserve
Percentage shall be zero.



“Restricted Junior Payment” means to (a) declare or pay any dividend or make any other
payment or distribution on account of Stock issued by Parent (including any payment in connection
with any merger or consolidation involving Parent) or to the direct or indirect holders of Stock
issued by Parent in their capacity as such (other than dividends or distributions payable in Stock
(other than Prohibited Preferred Stock) issued by Parent), or (b) purchase, redeem, or otherwise
acquire or retire for value (including in connection with any merger or consolidation involving
Parent) any Stock issued by Parent.



“Revolver Usage” means, as of any date of determination, the sum of (a) the amount of
outstanding Advances, plus (b) the amount of the Letter of Credit Usage.



“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of
the government of a country, (c) an organization directly or indirectly controlled by a country or
its government, (d) a Person resident in or determined to be resident in a country, in each case,
that is subject to a country sanctions program administered and enforced by OFAC.



“Sanctioned Person” means a person named on the list of Specially Designated Nationals
maintained by OFAC.



“S&P” has the meaning specified therefor in the definition of Cash Equivalents.



“Seasonal Inventory Limit” means, for any calendar year period, (a) beginning on May 1
of such calendar year and continuing through July 31 of such calendar year, $150,000,000 and (b) at
any other time during such calendar year, $125,000,000.



“SEC” means the United States Securities and Exchange Commission and any successor
thereto.



“Securities Account” means a securities account (as that term is defined in the Code).



“Securities Act” means the Securities Act of 1933, as amended from time to time, and
any successor statute.



“Security Agreement” means a security agreement, in form and substance reasonably
satisfactory to Agent, executed and delivered by Borrowers and Guarantors to Agent.



“Settlement” has the meaning specified therefor in Section 2.3(e)(i) of the
Agreement.



“Settlement Date” has the meaning specified therefor in Section 2.3(e)(i) of
the Agreement.



“Solvent” means, with respect to any Person on a particular date, that, at fair
valuations, the sum of such Person’s assets is greater than all of such Person’s debts.



“Stock” means all shares, options, warrants, interests, participations, or other
equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting,
including common stock, preferred stock, or any other “equity security” (as such term is defined in
Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).



“Subordinated Debt” means unsecured Indebtedness of Parent or its Subsidiaries that is
on terms and conditions (including payment terms (including no principal or other amortization
payments prior to maturity), interest rates, covenants, remedies, defaults and other material
terms) satisfactory to the Agent (including a maturity date no earlier than the date that is six
months after the Maturity Date) and which has been expressly subordinated in right of payment to
all Obligations of the Loan Parties under the Loan Documents by the execution and delivery of a
subordination agreement, in form and substance satisfactory to the Agent.



“Subsidiary” of a Person means a corporation, partnership, limited liability company,
or other entity in which that Person directly or indirectly owns or controls the shares of Stock
having ordinary voting power to elect a majority of the board of directors (or appoint other
comparable managers) of such corporation, partnership, limited liability company, or other entity.



“Swing Lender” means WFF or any other Lender that, at the request of Borrowers and
with the consent of Agent agrees, in such Lender’s sole discretion, to become the Swing Lender
under Section 2.3(b) of the Agreement.



“Swing Loan” has the meaning specified therefor in Section 2.3(b) of the
Agreement.



“Taxes” means any taxes, levies, imposts, duties, fees, assessments or other charges
of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments and all interest, penalties or
similar liabilities with respect thereto; provided, however, that Taxes shall
exclude (i) any tax imposed on the net income or net profits of any Lender or any Participant
(including any branch profits taxes), in each case imposed by the jurisdiction (or by any political
subdivision or taxing authority thereof) in which such Lender or such Participant is organized or
the jurisdiction (or by any political subdivision or taxing authority thereof) in which such
Lender’s or such Participant’s principal office, branch office or permanent establishment is
located in each case as a result of a present or former connection between such Lender or such
Participant and the jurisdiction or taxing authority imposing the tax (other than any such
connection arising solely from such Lender or such Participant having executed, delivered or
performed its obligations or received payment under, or enforced its rights or remedies under the
Agreement or any other Loan Document); (ii) taxes resulting from a Lender’s or a Participant’s
failure to comply with the requirements of Section 16(c) or (d) of the Agreement,
and (iii) any United States federal withholding taxes that would be imposed on amounts payable to a
Foreign Lender based upon the applicable withholding rate in effect at the time such Foreign Lender
becomes a party to the Agreement (or designates a new lending office), except that Taxes
shall include (A) any amount that such Foreign Lender (or its assignor, if any) was previously
entitled to receive pursuant to Section 16(a) of the Agreement, if any, with respect to
such withholding tax at the time such Foreign Lender becomes a party to the Agreement (or
designates a new lending office), and (B) additional United States federal withholding taxes that
may be imposed after the time such Foreign Lender becomes a party to the Agreement (or designates a
new lending office), as a result of a change in law, rule, regulation, order or other decision with
respect to any of the foregoing by any Governmental Authority.



“Tax Lender” has the meaning specified therefor in Section 14.2(a) of the
Agreement.



“Trademark Security Agreement” has the meaning specified therefor in the Security
Agreement.



“Underlying Acceptance” means an Acceptance that has been accepted by an Underlying
Issuer.



“Underlying Issuer” means Wells Fargo or one of its Affiliates and, in the case of a
proposed Qualified Import Letter of Credit, Wells Fargo or one of its Affiliates that has agreed,
in writing, to hold documents of title as agent for Agent.



“Underlying Letter of Credit” means a Letter of Credit that has been issued by an
Underlying Issuer.



“United States” means the United States of America.



“Unsecured Debt” means unsecured Indebtedness of Parent or its Subsidiaries that is on
terms and conditions (including payment terms (including no principal or other amortization
payments prior to maturity), interest rates, covenants, remedies, defaults and other material
terms) satisfactory to the Agent (including a maturity date no earlier than the date that is six
months after the Maturity Date).



“Voidable Transfer” has the meaning specified therefor in Section 17.8 of the
Agreement.



“Wells Fargo” means Wells Fargo Bank, National Association, a national banking
association.



“WFF” means Wells Fargo Foothill, LLC, a Delaware limited liability company.



“Yale” means Yale Investments, LLC, a Delaware limited liability company.



“Yale Loan Agreement” means that certain Loan Agreement, dated December 21, 2000,
between Yale and Mony Life Insurance Company, a New York corporation.



“Yale Loan Documents” means (a) the Yale Loan Agreement, (b) that certain promissory
note, dated December 21, 2000, issued by Yale in favor of Mony Life Insurance Company, a New York
corporation, in the original principal amount of $7,850,000, and (c) that certain Deed of Trust,
Assignment of Rents, Security Agreement, and Fixture Filing, dated December 21, 2000, by Yale in
favor of Mony Life insurance Company.



“Yale Real Property” mean the Real Property and improvements owned by Yale and
described in greater detail on Schedule Y-1 attached hereto.



“Zoo York Lender License Agreement” means a license agreement among Agent, Zoo York,
LLC, the Borrowers, Skechers International II, and Skechers S.A.R.L. on terms and conditions and
subject to documentation satisfactory to Agent.



“Zoo York License Agreement” means that certain Trademark License Agreement, dated
December 5, 2005, by and among Zoo York, LLC, Skechers U.S.A., Inc. II, Skechers International II,
and Skechers S.A.R.L.













 









 





Schedule 3.1




     The obligation of each Lender to make its initial extension of credit provided for in the
Agreement is subject to the fulfillment, to the satisfaction of each Lender (the making of such
initial extension of credit by any Lender being conclusively deemed to be its satisfaction or
waiver of the following), of each of the following conditions precedent:



          (a) the Closing Date shall occur on or before June 30, 2009;




          (b) Agent shall have received a letter duly executed by each Borrower and each
Guarantor authorizing Agent to file appropriate financing statements in such office or offices as
may be necessary or, in the opinion of Agent, desirable to perfect the security interests to be
created by the Loan Documents;




          (c) Agent shall have received evidence that appropriate financing statements have
been duly filed against each Borrower in such office or offices as may be necessary or, in the
opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral of each Borrower,
and Agent shall have received searches reflecting the filing of all such financing statements;




          (d) Agent shall have received each of the following documents, in form and
substance satisfactory to Agent, duly executed, and each such document shall be in full force and
effect:




               (i) [intentionally omitted],



               (ii) [intentionally omitted],



               (iii) the Copyright Security Agreement,



               (iv) the Fee Letter,



               (v) [intentionally omitted],



               (vi) the Guaranty,



               (vii) the Intercompany Subordination Agreement,



               (viii) the Patent Security Agreement,



               (ix) the Security Agreement,



               (x) the Trademark Security Agreement,



               (xi) a letter, in form and substance satisfactory to Agent, respecting the amount
necessary to repay in full all of the obligations of Borrower and its Subsidiaries owing in
connection with the Existing Credit Facility and obtain a release of all of the Liens existing in
connection with the Existing Credit Facility in and to the assets of Borrower and its Subsidiaries,
together with termination statements and other documentation evidencing the termination of the
Liens in connection with the Existing Credit Facility in and to the properties and assets of
Borrower and its Subsidiaries,



               (xii) the Ecko Lender License Agreement,



               (xiii) the Zoo York Lender License Agreement,



 









 





               (xiv) a Borrowing Base Certificate dated as of the Closing Date, and



          (e) 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 Agreement and the other Loan Documents 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;




          (f) Agent shall have received copies of each Loan Party’s Governing Documents, as
amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Loan
Party;




          (g) Agent shall have received a certificate of status with respect to each Loan
Party, dated within 10 Business Days of the Closing 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;




          (h) Agent shall have received certificates of status with respect to each Loan
Party, each dated within 30 days of the Closing 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;




          (i) Agent shall have received a certificate of insurance, together with the
endorsements thereto, as are required by Section 5.8, the form and substance of which shall
be satisfactory to Agent;




          (j) Agent shall have received Collateral Access Agreements with respect to the
following locations: (i) 4100 East Mission Blvd., Ontario, CA, 91761, (ii) 1670 Champagne Ave.,
Ontario, CA 91761, (iii) 1661 S. Vintage Ave., Ontario, CA, 91761, and (iv) 1777 S. Vintage Ave.,
Ontario, CA 91761;




          (k) [intentionally omitted];




          (l) Agent shall have received (i) an opinion of Irell & Manella LLP and (ii) an
opinion of Illinois counsel to the Borrowers, each in form and substance satisfactory to Agent;




          (m) Borrowers shall have Excess Availability plus Qualified Cash of greater than
$75,000,000 after giving effect to the initial extensions of credit hereunder and the payment of
all fees and expenses required to be paid by Borrowers on the Closing Date under this Agreement or
the other Loan Documents;




          (n) [intentionally omitted];




          (o) Agent shall have completed (i) Patriot Act searches and OFAC/PEP searches for
the Loan Parties and (ii) OFAC/PEP searches and customer individual background searches for the
Loan Parties’ senior management and key principals, in the case of each of clauses (i) and (ii),
the results of which shall be satisfactory to Agent; and




          (p) Agent shall have received a set of Projections of Parent and its Subsidiaries
for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year
period following the Closing Date, on a month by month basis), in form and substance (including as
to scope and underlying assumptions) satisfactory to Agent;






-2-









 








          (q) Borrowers shall have paid all Lender Group Expenses incurred in connection
with the transactions evidenced by the Agreement;




          (r) Agent shall have received copies of each of (i) the Ecko License Agreement,
(ii) the Zoo York License Agreement, (iii) the Yale Loan Documents, and (iv) the documents listed
in numbers 12, 43, 44, 45, 46, and 47 in Schedule 4.17 to the Credit Agreement, together
with a certificate of the Secretary of Parent certifying each such document as being a true,
correct, and complete copy thereof;




          (s) Parent and each of its Subsidiaries shall have received all licenses,
approvals or evidence of other actions required by any Governmental Authority in connection with
the execution and delivery by Parent or its Subsidiaries of the Loan Documents or with the
consummation of the transactions contemplated thereby; and




          (t) all other documents and legal matters in connection with the transactions
contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in
form and substance satisfactory to Agent.




-3-









 





Schedule 3.6




          (a) On or prior to the date that is 30 days after the Closing Date, the Borrowers shall have
delivered to Agent Control Agreements and/or Controlled Account Agreements, as applicable, with
respect to the Securities Accounts and/or the Deposit Accounts, as applicable, as Agent may
require, of Parent and its Subsidiaries located at the following banks: (i) Bank of America, N.A.,
(ii) Banc of America Securities LLC, and (iii) Wells Fargo Advisors, LLC;




          (b) On or prior to the date that is 60 days after the Closing Date, the Borrowers shall have
(i) established lockbox and cash management arrangements that are reasonably satisfactory to Agent
at a depository institution that is reasonably satisfactory to Agent and (ii) delivered Control
Agreements with respect to such new deposit accounts and lockbox arrangements, duly executed by
Parent and the applicable depository institution; and




          (c) On or prior to the date that is 60 days after the Closing Date, the Borrowers shall have
delivered to Agent a certificate of status with respect to Parent for the State of New Jersey,
which certificate shall indicate that Parent is in good standing, in respect of Parent’s payment of
taxes, in such jurisdiction.




 









 





Credit Agreement




Schedule 4.1(b)



Capitalization of Parent


Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise
acquire or retire any shares of its capital Stock or any security convertible into or exchangeable
for any of its capital Stock.






 









 








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)
	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)








 




			
	(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 Holdings Mauritius, Ltd.
	 
	(8)	 	100% owned by Skechers Holdings Jersey Limited
	 
	(9)	 	90% owned by Skechers USA Mauritius 90, Ltd. and 10% owned by Skechers USA Mauritius 10, Ltd.
	 
	(10)	 	100% owned by Skechers China Business Trust
	 
	(11)	 	100% owned by Skechers China Limited
	 
	(12)	 	Shares issued to Skechers S.a.r.l., which is a 50% owner
	 
	(13)	 	Shares issued to Skechers China Limited, which is a 70% owner
	 
	(14)	 	Shares issued to Skechers Southeast Asia Limited, which is a 100% owner
	 
	(15)	 	No shares issued. Percentage represents membership interest in limited liability company.





 









 





Schedule 4.6(a)




Jurisdiction 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






 









 





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

9/11 Wyllyotts Place, Potters Bar
	 	Hertfordshire EN6 2JD, United Kingdom
	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

Avenue du parc industriel 159
	 	4041 Milmort, Belgium
	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
No. 5 Jalan 4/83A Off Jalan Pantai Bahru
	 	59200 Kuala Lumpur, Malaysia
	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










 









 








Schedule 4.6(c)

Tax & Organizational ID Numbers




	 	 	 	 	 	 	 	 	 
	Name of Entity	 	Federal Tax ID Number	 	Organizational ID 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)






 









 





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.






 




			
	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 4.7 (b)1




	 	 	 	 	 	 	 
	The Parties	 	The Nature of Action	 	Status of Claim	 	Insurance Coverage
	Furness Logistics v.

Skechers S.a.r.l.

(Belgium)

	 	Furness alleges that
Skechers S.a.r.l.
breached a logistics
services contract that
had a year left by
terminating the contract.
Borrower Skechers
USA, Inc. was originally
named as a defendant
but was subsequently
dismissed from the case
by the court.
	 	The lower court ruled
that there was a breach
of contract but there was
no evidence on damages
and appointed a financial
examiner to determine
damages, if any. The
appeals court affirmed.
The damage proceeding
is an adversary
proceeding and is
currently underway.
Furness submitted a
damage analysis to the
examiner early last year.
Skechers S.a.r.l has
responded to Furness
damage analysis and
both sides are waiting
for the examiner to
conduct a forensic
accounting.
	 	None.
Skechers S.a.r.l.
has a potential indemnity
claim against its tax
advisors KPMG for
malpractice.








 




			
	1	 	Inclusion of litigation in this Schedule does not in any manner constitute an
admission of any fact, liability or theory of damages, all of which are being
seriously contested and vigorously defended by Borrower.




 









 








	 	 	 	 	 	 	 
	The Parties	 	The Nature of Action	 	Status of Claim	 	Insurance Coverage
	Cobra v. Cancaribe and
Skechers USA, Inc.

(U.S.D.C. Los Angeles)

	 	This case involves the
light units that Borrower
puts in children’s lighted
footwear. Cobra alleges
that the lighting circuit
included in the units,
which Borrower
purchases from
Cancaribe, infringes
Cobra’s patent on a
sequential lighting
circuit.
	 	The federal case was
stayed before discovery
commenced, pending
reexamination of
Cobra’s patent by the
United States Patent and
Trademark Office
(“PTO”). The PTO
issued its first office
action rejecting all the
claims in Cobra’s patent.
Cobra has filed a
response to the first
office action and
Borrower is waiting for
a decision by the examiner.
	 	None. Borrower has an
indemnity claim against
its lights supplier and
co-cross-defendant
Cancaribe but
collectability is
questionable.
	 
	 	 	 	 	 	 
	Miranda v.Skechers

USA, Inc. (L.A.S.C.)

	 	Miranda filed a
Complaint in Superior
Court for the State of
California, County of
Los Angeles, seeking
damages for harassment,
discrimination,
retaliation, failure to
prevent discrimination
and wrongful
termination. These
allegations are based on
the plaintiff’s sexual
orientation.
	 	Borrower was served on
June 12, 2009 and
responsive pleading is
due within 30 days.
	 	Limited Employment
Practices Liability
Insurance.






 









 






	 	 	 	 	 	 	 
	The Parties	 	The Nature of Action	 	Status of Claim	 	Insurance Coverage
	adidas (threatened
claim).

	 	On May 12, 2009,
adidas sent Borrower an
e-mail complaining that
19 different two and four
stripe shoe styles
infringed its three stripe
trademark.
adidas added
seven more styles on
June 2, 2009.
	 	Borrower disputed this
claim in writing and on
June 2, 2009, adidas
wrote another letter
adding seven additional
styles to the dispute.
The parties are trying to
resolve the matter and
the parties have a
standstill agreement in
place until July 10, 2009
while they try to settle.
However, Borrower
believes adidas’ claims
are overreaching and
totally without merit and
is not hopeful Borrower
can resolve the dispute
unless adidas backs
significantly off its claims.
	 	None.
	 
	 	 	 	 	 	 
	Sporting Goods 

Intelligence (SGI)

(threatened claim)

	 	On April 2, 2009,
counsel for the
newsletter Sporting
Goods Intelligence
(“SGI”) wrote to
Borrower alleging that
Borrower has violated
its copyrights.
	 	On April 30, 2009,
Borrower made an offer
to settle for $55,000,
$22,500 of which
represented pre-paid
future subscriptions. On
May 21, 2009, SGI
rejected Borrowers’
offer and asked for
additional information to
evaluate settlement
value. Borrowers
	 	Borrower is reviewing
availability of coverage.






 









 






	 	 	 	 	 	 	 
	The Parties	 	The Nature of Action	 	Status of Claim	 	Insurance Coverage
	 

	 	 	 	responded on June 19
asking SGI for the
factual basis for its
allegations. On June 23,
SGI responded with
additional information.
Borrowers have until
July 6, 2009 to investigate
and respond.	 	 
	 
	 	 	 	 	 	 
	Beyond Wear

(threatened claim).

	 	In November 2008,
Beyond Wear wrote to
Borrower alleging that
Borrower terminated its
non-exclusive apparel
license without cause
and seeking damages for
expenses and lost
profits.
	 	Borrowers’ counsel has
been exchanging letters
with Beyond Wear in an
effort to understand the
basis for its claim.
Beyond Wear has not
sued Borrower to date.
In May 2009, the parties
agreed to go to non-binding mediation to
avoid litigation.
Mediation has not been
scheduled yet.
	 	None.






 









 






Credit Agreement




Schedule 4.12



Environmental Matters 


None.



 









 








Schedule 4.13




Intellectual Property


Copyrights



See attached lists of U.S. and foreign copyrights.



Intellectual Property Licenses



See attached schedules of licenses entered into by Grantors as licensor or licensee, as indicated.



Patents



See attached status report of U.S. and foreign patents and patent applications.



Trademarks



See attached schedules of U.S. and foreign trademarks and trademark applications as follows:





	 	a.	 	U.S. trademark registrations recorded with U.S. Customs
	 
	 	b.	 	Design (Bear Design)
	 
	 	c.	 	Cali Bear
	 
	 	d.	 	Cali Bits
	 
	 	e.	 	Cali Gear
	 
	 	f.	 	Elastika
	 
	 	g.	 	Hot-Lights
	 
	 	h.	 	Hydee and the Hy Tops
	 
	 	i.	 	Hydee Hy-Top
	 
	 	j.	 	It’s the S
	 
	 	k.	 	Kewl Breeze
	 
	 	l.	 	Luminators
	 
	 	m.	 	Mark Nason
	 
	 	n.	 	Skechers’ Other Marks
	 
	 	o.	 	 Public Royalty
	 
	 	p.	 	Public Royalty Design
	 
	 	q.	 	Punkrose
	 
	 	r.	 	S Design (Performance S)
	 
	 	s.	 	S Design (Sport Stripe)
	 
	 	t.	 	Shape-Ups
	 
	 	u.	 	Skechers Shape-Ups




 









 






	 	v.	 	Shield Design
	 
	 	w.	 	Skechers (miscellaneous marks including the term “Skechers”)
	 
	 	x.	 	Skechers and Design
	 
	 	y.	 	SKX
	 
	 	z.	 	Somethin’ else from Skechers
	 
	 	aa.	 	Soho Lab
	 
	 	bb.	 	Z Strap and Z-Strap
	 
	 	cc.	 	310 Global Brands
	 
	 	dd.	 	4 Wheelers






 









 







SKECHERS U.S.A., INC. II

U.S. COPYRIGHTS




As of
June 29, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	NATURE OF	 	REGISTRATION &
	TITLE	 	DKT NO.	 	WORK	 	WORK	 	REGISTRATION DATE
	SKECHERS 1994 CATALOG

	 	08029
	 	
	 	TX
	 	TX 3-845-846

5/31/94
	 
	 	 	 	 	 	 	 	 
	BANNER

	 	08289
	 	 	 	SCULPTURAL DESIGN
	 	VA 676-899

11/3/94
	 
	 	 	 	 	 	 	 	 
	1994 KARL KANI CATALOG

	 	08337
	 	
	 	TX
	 	TX 3-939-682

11/16/94
	 
	 	 	 	 	 	 	 	 
	CROSS COLOURS

	 	08338
	 	 	 	TX
	 	TX 3-942-322

11/3/94

(Assigned to Stage II Apparel)
	 
	 	 	 	 	 	 	 	 
	SKECHERS 1994 CATALOG

	 	08339
	 	
	 	TX
	 	TX 3-845-846

5/31/94
	 
	 	 	 	 	 	 	 	 
	1995 KARL KANI CATALOG

	 	08642
	 	
	 	 TX
	 	TX 4-018-560

4/6/95
	 
	 	 	 	 	 	 	 	 
	1995 SKECHERS FOOTWEAR

	 	08601
	 	
	 	 TX
	 	TX 4-018-543

4/6/95
	 
	 	 	 	 	 	 	 	 
	SKECHERS NEW EDITIONS 1995

	 	08643
	 	
	 	 TX
	 	TX 4-046-611

4/6/95






 









 





SKECHERS U.S.A., INC. II

U.S. COPYRIGHTS




As of
June 29, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	NATURE OF	 	REGISTRATION &
	TITLE	 	DKT NO.	 	WORK	 	WORK	 	REGISTRATION DATE
	NEW SKECHERS
ADDITIONS 
1995-1996
CATALOG

	 	09033
	 	
	 	TX
	 	TX 4-195-464

11/25/95
	 
	 	 	 	 	 	 	 	 
	BROKEN HEART

	 	09210
	 	
	 	ART WORK
	 	VA 746-319

1/24/96
	 
	 	 	 	 	 	 	 	 
	LIPS DESIGN

	 	09211
	 	
	 	ART WORK
	 	VA 746-318

1/24/96
	 
	 	 	 	 	 	 	 	 
	EYE DESIGN

	 	09212
	 	
	 	ART WORK
	 	VA 746-317

1/24/96
	 
	 	 	 	 	 	 	 	 
	BUTTERFLY DESIGN

	 	09214
	 	
	 	ART WORK
	 	VA 746-315

1/24/96
	 
	 	 	 	 	 	 	 	 
	PLANET DESIGN

	 	09215
	 	
	 	ART WORK
	 	VA 746-316

1/24/96
	 
	 	 	 	 	 	 	 	 
	SHOE BOX DESIGN

(YELLOW & BLACK)

	 	09869
	 	
	 	 ART WORK
	 	VA 847-922

3/10/98
	 
	 	 	 	 	 	 	 	 
	SKECHERS 97 IT’S THE S

	 	10589
	 	
	 	TX
	 	TX 4-708-262

1/16/98
	 
	 	 	 	 	 	 	 	 
	SKECHERS 98 SPRING 

SUPPLEMENT

	 	10590
	 	
	 	TX
	 	TX 4-704-338 
1/16/98
	 
	 	 	 	 	 	 	 	 
	SLIGHTS DESIGN

	 	10632
	 	
	 	VA
	 	VA 905-184 
FILED 3/13/98






 









 






SKECHERS U.S.A., INC. II

U.S. COPYRIGHTS




As of
June 29, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	NATURE OF	 	REGISTRATION &
	TITLE	 	DKT NO.	 	WORK	 	WORK	 	REGISTRATION DATE
	KIDS SKECHERS IT’S
THE S 
98/99
CATALOGUE

	 	10940
	 	
	 	TX

	 	TX 4-823-219
7/23/98
	 
	 	 	 	 	 	 	 	 
	SKECHERS IT’S THE S 

FOOTWEAR 98/99

CATALOGUE

	 	10941
	 	
	 	TX

	 	TX 4-828-575
7/23/98
	 
	 	 	 	 	 	 	 	 
	SKECHERS IT’S THE S
FOOTWEAR

	 	11070
	 	
	 	TX
	 	TX 4-839-447
 10/13/98
	 
	 	 	 	 	 	 	 	 
	S SKECHERS U.S.A.
1999 SPRING
SUPPLEMENT

	 	11346
	 	
	 	TX

	 	TX 4-976-998
4/26/99
	 
	 	 	 	 	 	 	 	 
	SHOE
BOX DESIGN .  .  .
IT’S THE S (BLUE &
GREY)

	 	11347
	 	
	 	ART WORK
	 	VA 709-505

12/31/99 - FOR PERIOD
OF 95 YEARS.
	 
	 	 	 	 	 	 	 	 
	4 WHEELERS SKECHERS

	 	13105
	 	
	 	VA
	 	TX 5-441-636

01/17/02
	 
	 	 	 	 	 	 	 	 
	4 WHEELERS SKECHERS

	 	13106
	 	
	 	TX
	 	VA 1-108-920

01/17/02
	 
	 	 	 	 	 	 	 	 
	SHOE BOX TEXT 4
WHEELERS

	 	13108
	 	
	 	TX
	 	TX 5-441-637

01/14/02
	 
	 	 	 	 	 	 	 	 
	SHOE BOX ARTWORK 4
WHEELERS

	 	13109
	 	
	 	VA
	 	VA 1-108-919

01/14/02






 









 






SKECHERS U.S.A., INC. II

U.S. COPYRIGHTS




As of
June 29,  2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	NATURE OF	 	REGISTRATION &
	TITLE	 	DKT NO.	 	WORK	 	WORK	 	REGISTRATION DATE
	TATTOO SKULL

	 	17758
	 	
	 	VA
	 	VAU719-644

10/02/2006
	 
	 	 	 	 	 	 	 	 
	KEWL BREEZE AND HIS
AIR-COOLED AIRATORS

	 	17815
	 	
	 	TX
	 	TX 6-456-893

11/06/2006
	 
	 	 	 	 	 	 	 	 
	SKECHERS PRESENTS Z
STRAP WRATH OF THE
TANGLER VOL. #1

	 	18238
	 	
	 	TX
	 	TXU1-363-659

06/08/2007
	 
	 	 	 	 	 	 	 	 
	CALI GEAR FUN &
GAMES BOOK

	 	18665
	 	
	 	TX
	 	TX6-894-916

02/04/2008
	 
	 	 	 	 	 	 	 	 
	SKECHERS PRESENTS
THE INCREDIBLE
ELASTIKA

	 	18968
	 	
	 	TX
	 	TXu1-596-520

02/11/2008






 









 






SKECHERS U.S.A., INC. II

U.S. COPYRIGHTS




As of
June 29, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	NATURE OF	 	REGISTRATION &
	TITLE	 	DKT NO.	 	WORK	 	WORK	 	REGISTRATION DATE
	CALI GEAR FUN & GAMES
BOOK

	 	18976
	 	
	 	TX
	 	TX 6-819-424 
11/01/2007
	 
	 	 	 	 	 	 	 	 
	CAT

	 	19522
	 	
	 	VA
	 	Not registered


07/28/08 — Sent application
to Copyright Office for
filing.
	 
	 	 	 	 	 	 	 	 
	LITTLE WONDERS

	 	19593
	 	n/a
	 	PA (Performing Arts)
	 	Pau 3-356-583

09/15/2008


(Audio Visual Work)
	 
	 	 	 	 	 	 	 	 
	HYDEE HY-TOPS COMMERCIAL

	 	19992
	 	n/a
	 	PA (Performing Arts)
	 	Not registered


	 

	 	 	 	 	 	 	 	04/06/09 — Copyright Office
confirmed receipt of deposit
copy.

02/02/09 — Sent deposit copy
to Copyright Office.

02/02/09 — Filed application
with Copyright Office.
	 
	 	 	 	 	 	 	 	 
	SHAPE-UPS INSTRUCTIONAL
VIDEO

	 	 20072
	 	n/a
	 	PA (Performing Arts)
	 	Pau 3-373-186

02/12/2009
	 
	 	 	 	 	 	 	 	 
	HYDEE HY-TOP

	 	 20339
	 	n/a
	 	PA (Performing
Arts)
	 	06/24/09 — Filed
application with Copyright
Office.
	 
	 	 	 	 	 	 	 	 
	TWINKLE TOES

	 	 20340
	 	n/a
	 	PA (Performing Arts)
	 	06/16/09 — Filed
application with Copyright
Office.
	 
	 	 	 	 	 	 	 	 
	SHMITTY MCFUNKLE AND
STUMP — MAKE YOU FEEL

	 	 20341
	 	n/a
	 	PA (Performing Arts)
	 	06/16/09 — Filed
application with Copyright
Office.
	 
	 	 	 	 	 	 	 	 
	HYDEE AND THE HY TOPS

(Comic Book)

	 	 20401
	 	
	 	TX (Literary Work)
	 	Not filed.


06/24/09 - Sent copyright
application to SKX for
signature.






 









 





SKECHERS U.S.A., INC. II

U.S. COPYRIGHTS




As of
June 29, 2009



Copyrights were assigned to Skechers II on October 18, 1999. Volume 3443, Page 180.




 









 





SKECHERS U.S.A., INC. II

Foreign COPYRIGHTS




As of June 25, 2009




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	NATURE OF	 	 
	COUNTRY/TITLE	 	 DKT NO.	 	WORK	 	WORK	 	STATUS
	CHINA

S IN SHIELD DESIGN

	 	 	19505	 	 	
	 	 	 	Registration No. 2008-F-013984 
Registration Date 11/13/2008
	 
	 	 	 	 	 	 	 	 	 	 
	CHINA:  S
DESIGN
(Performance S with
Borders)

	 	 	19506	 	 	
	 	 	 	Registration No. 2008-F-013983 
Registration Date 11/13/2008
	 
	 	 	 	 	 	 	 	 	 	 
	CHINA:

 S DESIGN

	 	 	19507	 	 	
	 	 	 	Registration No. 2008-F-013982 
Registration Date 11/13/2008
	 
	 	 	 	 	 	 	 	 	 	 
	MEXICO: 


CALI BEAR CHARACTER

	 	 	19510	 	 	n/a
	 	n/a
	 	Pending. . .







 











 







SCHEDULE OF LICENSES — SKECHERS AS LICENSOR




	 	 	 	 	 	 	 	 	 
	Licensor/Licensee/Date	 	IP Being Licensed	 	Licensed Products	 	Term	 	Territory
	Skechers U.S.A.,
Inc. II 

 Beluga Inc.

(Adjmi) 
July 25, 2008

	 	SKECHERS and related “S”
logos; all other marks
containing the word
“Skechers” (excluding
“Skechers Cali Gear”);
Skechers comic book and
animated characters so long
as the characters are coupled
with the mark SKECHERS.
	 	Children’s and
babies’ apparel with
the exception of
underwear, sleepwear
and swimwear.
	 	July 25, 2008 until
June 30, 2012. Licensee
can renew the license
for several successive
renewal terms
(ultimately expiring on
June 30, 2021) so long
as certain conditions
are met.
	 	The United States,
its territories and
possessions.
	 
	 	 	 	 	 	 	 	 
	Skechers U.S.A., Inc. II


SME Consolidated Ltd.
and Mitzi Hong Kong Ltd.
(Betesh)


August 1, 2008

	 	SKECHERS and related “S”
logos; all other marks
containing the word
“Skechers” (excluding
“Skechers Cali Gear”).
	 	Men’s, women’s,
juniors’ and
children’s bags with
the exception of
luggage and
promotional
drawstring bags.
	 	August 1, 2008 until
December 31, 2011.
Licensee can renew the
license for several
successive renewal
terms (ultimately
expiring on December
31, 2017) so long as
certain conditions are
met.
	 	The United States,
its territories and
possessions, and
Canada.
	 
	 	 	 	 	 	 	 	 
	Skechers U.S.A., Inc. II

Build-a-Bear Workshop,
Inc.

	 	SKECHERS and associated logos.
	 	Toy footwear for toy
animals.
	 	June 1, 2002 until
terminated by either
party upon 30 days
written notice.
	 	Worldwide.
	 
	 	 	 	 	 	 	 	 
	Skechers U.S.A., Inc. II

United Legwear Company
LLC

October 15, 2003

	 	SKECHERS
	 	Ladies’, men’s,
boys’, girls’,
kids’, infants’ and
toddlers’ socks,
hosiery, legwear,
tights and
legwarmers.
	 	October 15, 2003 until
March 31, 2010.
	 	The United States,
its territories and
possessions, Canada,
Iceland, Norway,
Sweden, Finland,
Denmark, China,
Japan, Panama and
the United Arab
Emirates.
	 
	 	 	 	 	 	 	 	 
	Skechers USA, Inc., II,
Skechers S.a.r.l.,
Skechers International
II and Skechers USA
Canada, Inc. 


Viva Optique, Inc.


January 1, 2009

	 	SKECHERS and 
	 	Optical frames,
sunglasses and eye
accessories.
	 	January 1, 2009 until
June 30, 2013.
Licensee can renew the
license for several
successive renewal
terms (ultimately
expiring on June 30,
2028) so long as
certain conditions are
met.
	 	Worldwide (with
certain limited
exceptions).
	 
	 	 	 	 	 	 	 	 
	Skechers U.S.A. Inc., II
 

Strategic Partners, Inc.


April 14, 2009

	 	SKECHERS and 
	 	Medical uniforms and
scrubs.
	 	April 14, 2009 until
December 31, 2012.
Licensee can renew the
license for several
successive renewal
terms (ultimately
expiring on December
31, 2024) so long as
certain conditions are
met.
	 	United States of
America, its
territories and
possessions










1









 








SCHEDULE OF LICENSES — SKECHERS AS LICENSEE




	 	 	 	 	 	 	 	 	 
	Licensor/Licensee/Date	 	IP Being Licensed	 	Licensed Products	 	Term	 	Territory
	bebe stores, inc. 


Skechers U.S.A., Inc. and
Skechers U.S.A., Inc. II


August 2007

	 	BEBE SPORT and BBSP
	 	Sports casual footwear for
women.
	 	Until December 31, 2017.
Skechers can renew the
license for one additional
year so long as certain
conditions are met.
	 	Worldwide.
	 
	 	 	 	 	 	 	 	 
	Ecko.Complex LLC


Skechers U.S.A., Inc. II and
Skechers International II


April 7, 2003

	 	MARC ECKO, Rhino I
Design, Rhino Red Design,
Rhino Unld. Design.
	 	Men’s, women’s, boys’ and
girls’ footwear with the
exception of tuxedo shoes.
	 	April 7 until June 30,
2028.
	 	Worldwide (with certain limited exceptions).
	 
	 	 	 	 	 	 	 	 
	Tapout LLC


Skechers U.S.A., Inc. II and

Skechers International II


November 1, 2008

	 	TAPOUT and related
logos.
	 	Men’s, women’s, boys’,
girls’, infants’ and
toddlers’ footwear.
	 	Until June 30, 2014.
Licensee can renew the
license for several
successive renewal terms
(ultimately expiring on
June 30, 2024) so long as
certain conditions are
met.
	 	Worldwide.
	 
	 	 	 	 	 	 	 	 
	Zoo York LLC


Skechers USA, Inc., II 
Skechers
SARL


December 5, 2005

	 	ZOO YORK and the “ZY”
logo.
	 	Men’s, women’s and
children’s footwear.
	 	December 5, 2005 until
June 30, 2028.
	 	Worldwide (with certain limited exceptions).








2











 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




Address Info. for Inventors:



	 	 	 

	Eval Akhidime: Playa del Rey, CA 90291 (UK Citizen)	 	Diane Lin: Los Angeles, CA 90027
	Sean Bradford: Torrance, CA 90501 (US Citizen)	 	Penny Masullo: Manhattan Beach, CA 90266
	Larry Clark: Manhattan Beach, CA 90266	 	Mark Nason: Manhattan Beach, CA 90266
	D’Wayne Edwards: Torrance, CA 90502	 	Craig Nelson: Redondo Beach, CA 90266
	Emily Grasse: Manhattan Beach, CA 90266	 	Laura Riosa: Via Sant’Ana 1/B, Italy 31041(Italy Citizen)
	Robert Greenberg: Manhattan Beach, CA 90266	 	Ursula Shepper: Torrance, CA 90503
	Vicki Heaslet: Manhattan Beach, CA 90266	 	Savva Teteriatnikov: Los Angeles, CA
	Susann Jimenez: Buena Park, CA 90620	 	Ralph Wilson: Torrance, CA 90503
	Michelle Kelchak: Hermosa Beach, CA 90254	 	Christina Yang: Los Angeles, CA
	Eckhard Knoepke: Redondo Beach, CA 90277 (Germany Citizen)	 	Jean Yang: Torrance, CA 90503
	Van Lamprou: Hermosa Beach, CA 90254	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO.	 	 	 	 	 	 
	TITLE	 	NO.	 	FILE DATE	 	[*]	 	DESIGN – FIG. 1	 	[*]
	USPA (CIP)

DISPERSED-AIR FOOTPAD

(based on parent app. 
09/243,074 filed 02/02/1999)

	 	 	11929	 	 	09/480,065

01/10/2000
	 	 

 
	 	
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PCT — Continuation In Part

DISPERSED-AIR FOOTPAD

(International)

	 	 	11970	 	 	US00/09835

04/12/2000
	 	 	 	
	 	 


 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PCT

DISPERSED-AIR FOOTPAD

(International)

	 	 	11699	 	 	US99/18989

08/19/1999

	 	 	 	
	 	 


 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USPA 

DISPERSED-AIR FOOTPAD

	 	 	11701	 	 	09/243,074

02/02/1999

	 	 	 	
	 	 

 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PCT — ARTICLE WITH 

ANIMATED DISPLAY

	 	 	12871	 	 	PCT/US01/22

2 93

07/16/2001
	 	 	 	
	 	 


 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PCT — ARTICLE WITH 

ANIMATED DISPLAY

	 	 	12982	 	 	PCT/US00/09

3 94

04/06/2000
	 	 	 	
	 	 


 






* Confidential Portions of
Columns Omitted and Filed Separately with the Commission.



 









 











SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 	 	 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	PCT — MODULAR CHASSIS

	 	 	14474	 	 	PCT/US 

03/05910

02/26/2003
	 	 	 	
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PCT — KIDDY CHASSIS

	 	 	14476	 	 	PCT US 

03/05905

02/26/2003
	 	 	 	
	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USPA UTILITY:

INTEGRATED HEEL BRAKE

(provisional)

	 	 	12840	 	 	60/315,307

08/27/2001
	 	 	 	
	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USPA UTILITY:

INTEGRATED HEEL BRAKE

(non-provisional)

(Based on PPA, 12840)

	 	 	13113	 	 	10/045,549

01/14/2002
	 	 	 	
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USPA UTILITY:


ROLLER SKATE
(provisional)

	 	 	13114	 	 	60/353,102

01/30/2002
	 	 	 	
	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	File Closed

US NPPA UTILITY

ROLLER SHOE

	 	 	13267	 	 	10/152,450

05/21/2002
	 	 	 	
	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USPA UTILITY:


MOTION SENSITIVE

SWITCH (Type II)

(non-provisional)

	 	 	13145	 	 	10/288,674

11/05/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	US PPA UTILITY 

PUSH BUTTON 

RELEASABLE WHEEL 

HOUSING

	 	 	13274	 	 	 	 	 	 	N/A
	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 2 of 74









 








SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 	 	 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	USDPA

DISPERSED-AIR FOOTPAD

	 	 	11859	 	 	29/108,453

07/27/1999
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USPA: MODULAR CHASSIS

	 	 	14142	 	 	10/356,925

01/30/2003
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USPA: KIDDY CHASSIS

	 	 	14143	 	 	10/356,929

01/30/2003
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: ROLLER SKATE 

CHASSIS (WITH SINGLE 

WHEEL IN THE REAR)

	 	 	14504	 	 	29/176,370

02/21/2003
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA 

SHOE DESIGN

(QUARTER BRACE)

	 	 	12879	 	 	29/152,524

12/21/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USPA: SHOE BOTTOM HEEL PORTION


(truss cradle)

	 	 	16034	 	 	11/198,944

08/04/2005
	 		 	
	 	







 




*   Confidential Portions of Columns Omitted and Filed Separately with the Commission.


Page 3 of 74









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






 









 
















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 
















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 













 









 













 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 















 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 













 









 








SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	USPA: SHOE UPPER

(MARY JANE)


Inventor: Larry Clark

	 	 	17873	 	 	29/275,372

12/21/2006
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	UDSPA: SHOE BOTTOM

(CITYWALK)

	 	 	17923	 	 	29276124

01/16/2007
	 		 	
	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE UPPER 

(MARY JANE SINGLE STRAP)


 Inventor: Larry Clark

	 	 	17985	 	 	29/277,067

02/13/2007
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE UPPER

(FISHERMAN’S SANDAL II)


Inventor: Penny Masullo

	 	 	18048	 	 	29/278,939

04/13/2007
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE BOTTOM

(Zoo York/Mercer)

	 	 	18101	 	 	n/a
	 		 	 	 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 25 of 74









 








SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	USDPA: SHOE BOTTOM


(Biker Fixate Foam Version)


Inventor: Savva Teteriatnikov

	 	 	18121	 	 	29/278,887

04/12/2007

	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE UPPER AND 

BOTTOM PERIPHERY

(SOULMATES STYLE #21778)


Inventor: Savva

	 	 	18848	 	 	29/299,360

12/21/2007
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE BOTTOM 

(SOULMATES STYLE #21778)


Inventor: Savva

	 	 	18849	 	 	29/299,645

12/27/2007
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE UPPER

(BIKER’S AMUSE STYLE #21410)

	 	 	18884	 	 	29/299,965

01/07/2008
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE UPPER

(BIKER’S GRAPEVINE STYLE #21361)

	 	 	18885	 	 	29/302,073

01/09/2008
	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 26 of 74









 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	USDPA: SHOE UPPER AND

PERIPHERY (CALI GEAR MOLDED HEARTS)


Inventor: Christina Yang

	 	 	18947	 	 	29/304,464

03/03/2008
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE UPPER 

(CRISS-CROSS STRAP STYLE #21429)


Inventor: Savva Teteriatnikov

	 	 	19157	 	 	29/305,408

03/19/2008
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE UPPER

(D’Lites Style #11422)


Inventor: Lisa Yi

	 	 	19794	 	 	29/327,221

10/31/2008
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE BOTTOM

(D’Lites Style #11422)


Inventor: Craig Nelson

	 	 	19795	 	 	29/327,665

11/11/2008
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USPA (PROV.): SHOE


-Savva Teteriatnikov

-Kenneth J. Liu

-Eckhard Knoepke 

-Julie Zhu

	 	 	19901	 	 	61122911

12/16/2008
	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 27 of 74









 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	USDPA (DIV.) SHOE UPPER

(D’Lites Style #11422)


Inventor: Lisa Yi

	 	 	19943	 	 	29/330,341

01/05/2009
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USPA (CONT.): CLOSURE
DEVICE FOR SHOE


Inventor: Scott Kelley

	 	 	19977	 	 	12/353,204

01/13/2009
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USPA: SHOE

	 	 	20006	 	 	12432279

04/29/2009
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	USDPA: SHOE BOTTOM

AND PERIPHERY (Biker w/Wedge Style #21269)


Inventor: Savva Teteriatnikov

	 	 	20010	 	 	29/334,289

03/24/2009
	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 28 of 74









 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 		 	PATENT NO. &	 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	[*]	 	ISSUE DATE	 	FIGURE 1	 	[*]
	USDPA: SHOE OUTSOLE AND PERIPHERY

(Shape — Ups Optimized Style #11801)

	 	 	20301	 	 		 	Not patented
	 	N/a
	 	
	 
	 	 	 	 	 		 	 	 	 	 	
	SHOE UPPER (Lighted Toe/ Tip/ Flap)

	 	 	20303	 	 		 	 	 	 	 	
	 
	 	 	 	 	 		 	 	 	 	 	
	SHOE UPPER (Lighted Panel)

	 	 	20304	 	 		 	 	 	 	 	
	 
	 	 	 	 	 		 	 	 	 	 	
	USPA: METHOD OF DIFFUSING LIGHT IN A BACKLIT PANEL

	 	 	20305	 	 		 	 	 	 	 	
	 
	 	 	 	 	 		 	 	 	 	 	
	USPA: LIGHTED PANEL SHOE COVER DEVICE

	 	 	20306	 	 		 	 	 	 	 	
	 
	 	 	 	 	 		 	 	 	 	 	
	USDPA: SHOE UPPER (LIGHTED FLAP)

	 	 	20307	 	 		 	 	 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 29 of 74











 





SKECHERS
U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	AUSTRALIA DPA


STYLE # 2350
SHOE UPPER

	 	 	12658	 	 	1375/01

04/26/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	AUSTRALIA DPA


SHOE BOTTOM

STYLE #2350

	 	 	12672	 	 	1376/01

04/26/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	AUSTRALIA DPA 


SHOE BOTTOM
 STYLE #2667

	 	 	12644	 	 	1456/01

05/02/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	AUSTRALIA DPA


SHOE UPPER

STYLE #1845 ENERGY 3

	 	 	13726	 	 	3036/2002

09/27/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	AUSTRALIA


DISPERSED AIR FOOTPAD


	 	 	13652	 	 	42363/00

07/17/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	AUSTRALIA DPA


SHOE BOTTOM

STYLE #1845 ENERGY 3

	 	 	13740	 	 	3035/2002

09/27/2002



Ref: 607450
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	AUSTRIA
PA


MODULAR CHASSIS

	 	 	14329	 	 	299/2002

May 13, 2002
	 		 	
	 	









 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 30 of 74









 








SKECHERS
U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	AUSTRIA PA


KIDDY CHASSIS

	 	 	14330	 	 	300/2002

May 13, 2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	BOLIVIA DPA:

SHOE UPPER 

STYLE #2250

	 	 	12205	 	 	SP-0137

07/21/2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	BOLIVIA DPA:


SHOE UPPER 

STYLE #5013

	 	 	12291	 	 	DI-202

09/29/2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	BOLIVIA DPA:


SHOE BOTTOM

STYLE #5013

	 	 	12345	 	 	DI-0227

11/09/2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	BRAZIL DPA:


SHOE UPPER (MARY JANE TWO STRAP)

	 	 	18692	 	 	D16703021-1

08/31/2007
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CANADA

UTILITY DESIGN PATENT ARTICLE 

WITH ANIMATED DISPLAY

	 	 	13003	 	 	2,369,682

10/09/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CANADA DPA


SHOE BOTTOM 

STYLE #2667

	 	 	12645	 	 	2001-1459

06/12/2001
	 		 	
	 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 31 of 74









 








SKECHERS
U.S.A., INC. II

STATUS REPORT OF U.S. AND  FOREIGN PATENTS  AND PATENT APPLICATIONS




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	CANADA DPA


SHOE UPPER

STYLE #2350

	 	 	12659	 	 	2001-1687

07/05/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CANADA DPA 


SHOE BOTTOM

STYLE #2350

	 	 	12673	 	 	2001-1686

07/05/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CANADA 

UTILITY PATENT 

ROLLER SKATE

	 	 	14547	 	 	2,430,596

02/26/2003
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CANADA 

UTILITY PATENT 

CHILD’S ROLLER SKATE

	 	 	14551	 	 	2,431,870

02/26/2003
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CANADA 


DISPERSED AIR FOOTPAD

	 	 	13653	 	 	2396400

07/10/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CANADA DPA


SHOE UPPER

STYLE #1845 ENERGY 3

	 	 	13727	 	 	101172

11/12/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CANADA DPA


SHOE BOTTOM 

STYLE #1845 ENERGY 3

	 	 	13741	 	 	101164

11/12/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CANADA DPA


SHOE UPPER (D’Lites Style
#11422)


Inventor: Lisa Yi

	 	 	20294	 	 	130445

04/29/2009
	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 32 of 74











 






SKECHERS U.S.A., INC. II



STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 
	CHILE DPA: 


SHOE UPPER 

STYLE #2250

	 	 	12000	 	 	819-2000

09/20/2000
	 		 	
	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 

	 	 	 	 	 	 	 		 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 33 of 74









 






SKECHERS U.S.A., INC. II



STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 
	CHILE DPA 


SHOE UPPER 

STYLE #5013

	 	 	12292	 	 	2523-2000

09/15/2000
	 		 	

	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHILE DPA 


SHOE BOTTOM 

STYLE #5013

	 	 	12346	 	 	N 2876-2000

10/19/2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHILE DPA 


SHOE UPPER
STYLE #1845 ENERGY 3

	 	 	13762	 	 	2198-2002

09/25/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHILE DPA 


SHOE BOTTOM
STYLE #1845 ENERGY 3

	 	 	13765	 	 	2199-2002
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA
DPA


SHOE UPPER 

STYLE #2250

	 	 	12137	 	 	00306735.1

04/28/2000


ref: 

USARA0009
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA DPA 


SHOE UPPER 

STYLE #5013

	 	 	12293	 	 	00337965.5

09/27/2000


Ref:

USRA0010
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 34 of 74









 






SKECHERS U.S.A., INC. II



STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 
	CHINA DPA 


SHOE BOTTOM 

STYLE #5013

	 	 	12347	 	 	00346159.9

12/01/2000


ref:

USARA0011
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA DPA 


SHOE BOTTOM 

STYLE #2667

	 	 	12646	 	 	85192

06/28/2001
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA DPA 


STYLE #2350

SHOE UPPER

	 	 	12660	 	 	01307753.8

06/12/2001
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA DPA 


SHOE BOTTOM 

STYLE #2350

	 	 	12674	 	 	01307752.X

06/12/2001
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA DPA 


ARTICLE WITH 

ANIMATED DISPLAY

	 	 	13323	 	 	01802090.9

PCT/US01/22

293

03/18/2002
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA 


DISPERSED AIR
FOOTPAD

	 	 	13654	 	 	0081947.6

04/12/2000
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 35 of 74









 






SKECHERS U.S.A., INC. II



STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 
	CHINA DPA 


SHOE UPPER STYLE
#1845 ENERGY 3

	 	 	13728	 	 	02369183.2

12/03/2002


Ref:

USARA0020
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA DPA 


SHOE UPPER DIV
STYLE #1845 ENERGY 3
FIGURE7

	 	 	14656	 	 	03310593.6

12/03/2002


Ref: 
USARA0024
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA DPA 


SHOE UPPER DIV
STYLE #1845 ENERGY
3
FIGURES 8&9

	 	 	14657	 	 	03310586.3

12/03/2002
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA DPA 


SHOE UPPER DIV 

STYLE #1845 ENERGY
3
FIGURE 10

	 	 	14658	 	 	03342338.5

12/03/2002
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA DPA 


SHOE BOTTOM STYLE
#1845 ENERGY 3

	 	 	13742	 	 	02369184.0

12/03/2002
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA 

UTILITY PATENT 

ROLLER SKATE

	 	 	14548	 	 	03122384.2

05/09/2003
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 36 of 74









 






SKECHERS U.S.A., INC. II



STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 
	CHINA

UTILITY PATENT

CHILD’S ROLLER SKATE

	 	 	14552	 	 	03122380.X

05/09/2003
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	CHINA DPA: 

SHOE UPPER AND 

BOTTOM PERIPHERY

(Soulmates Style #2178)

	 	 	19140	 	 	20083000601

      1.6

02/26/2008
	 		 		 	
	CHINA DPA:

SHOE UPPER (BIKER’S 

GRAPEVINE STYLE

#21361)

	 	 	19150	 	 	20083000902

     5.3

03/12/2008
	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







Page 37 of 74









 






SKECHERS U.S.A., INC. II



STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 
	CHINA DPA:


SHOE UPPER 
(D’Lites
Style #11422)

	 	 	20295	 	 	 	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	
	COLOMBIA DPA: 


SHOE UPPER 

STYLE #2250

	 	 	12206	 	 	00-054.500

7/19/2000
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COLOMBIA DPA 


SHOE UPPER 

STYLE #5013

	 	 	12294	 	 	00-0750.604

10/05/2000
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COLOMBIA DPA 


SHOE BOTTOM 

STYLE #5013

	 	 	12348	 	 	00-0750.605

10/05/2000
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COLOMBIA DPA 


SHOE UPPER
STYLE #1845 ENERGY 3

	 	 	13763	 	 	02-109.546

12/03/2002
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COLOMBIA DPA 


SHOE BOTTOM
STYLE #1845 ENERGY 3

	 	 	13766	 	 	02-110.423
12/05/2002
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 38 of 74









 






SKECHERS U.S.A., INC. II



STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 
	COMMUNITY DESIGN
PATENT 


ROLLER SKATE CHASSIS

(WITH SINGLE WHEEL AT 

ONE END)

	 	 	14577	 	 	144 69

02/21/2003
	 		 	
	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY DPA:


SHOE UPPER 

Style #1728 - Premium 

Energy


	 	 	14822	 	 	000068499

08/26/2003
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY DPA: 


SHOE UPPER 

Style#1786 - Stamina

	 	 	14823	 	 	000074950

09/11/2003
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 39 of 74











 




SKECHERS U.S.A., INC. II


STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 	 	 	 	 	 	 	 	 	 	 
	COMMUNITY DPA: 


SHOE BOTTOM 

Style #1786 Stamina
	 	 	14824	 	 	 	74-950	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY DPA: 


SHOE UPPER 

Style No. 21511
	 	 	15652	 	 	 	251 731

11/10/2004	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY DPA:


SHOE UPPER

(Fisherman’s Sandal)
	 	 	18008	 	 	 	649306	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY DPA: 


SHOE UPPER (Mary Jane)
	 	 	18009	 	 	 	653167	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 40 of 74








 




SKECHERS U.S.A., INC. II


STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 	 	 	 	 	 	 	 	 	 	 
	COMMUNITY DPA: 


SHOE BOTTOM (Citywalk)
	 	 	18124	 	 	685284

03/08/2007	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY DPA: 


SHOE UPPER (Mary Jane
Single Strap)
	 	 	18125	 	 	685276

03/08/2007	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY DPA:


SHOE UPPER

(FISHERMAN’S 
SANDAL II) 

Inventor: Penny Masullo
	 	 	18126	 	 	714035

04/25/2007	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY DPA: 


SHOE UPPER (Biker Fixate 

Foam Version)
	 	 	18219	 	 	714001 04/25/2007	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY DPA (CDR): 


SHOE UPPER AND 

BOTTOM PERIPHERY

(SOULMATES STYLE #21778)
	 	 	18850	 	 	877329

02112/2008	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY DPA (CDR) 


SHOE BOTTOM

(SOULMATES STYLE #21778)
	 	 	18851	 	 	n/a	 		 	n/a	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 41 of 74








 




SKECHERS U.S.A., INC. II


STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	    	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 	 	 	 	 	 	 	 	 	 	 
	COMMUNITY DPA (CDR): 


SHOE UPPER (BIKER’S 

AMUSE STYLE #21410)
	 	 	19144	 	 	878897

02/14/2008	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 		 	 
	COMMUNITY 

DPA (CDR) 


SHOE UPPER 
(BIKER’S GRAPEVINE 

STYLE #21361)
	 	 	19149	 	 	890025

03/03/2008	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 		 	 
	COMMUNITY DPA (CDR):


SHOE UPPER 

AND BOTTOM 

PERIPHERY 

(CALI GEAR 

MOLDED  HEARTS)
	 	 	19241	 	 	903711

02/25/2008	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 		 	 
	COMMUNITY DPA (CDR): 


SHOE UPPER (CRISS-CROSS STRAP STYLE #21429)
	 	 	19158	 	 	000918198

04/07/2008	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 		 	 
	COMMUNITY DPA (CDR): 


SHOE UPPER (D’LITES
STYLE #11422)
	 	 	19796	 	 	001037329

11/12/2008	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 42 of 74








 




SKECHERS U.S.A., INC. II


STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 	 	 	 	 	 	 	 	 	 	 
	COMMUNITY DPA (CDR): 


SHOE BOTTOM (D’LITES 

STYLE #11422)

	 	 	19797	 	 	001043475

11/21/2008	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	COMMUNITY 

DPA (CDR): 


SHOE OUTSOLE 

AND PERIPHERY 

(Biker w/Wedge 

Style #21269) 

Inventor: Savva

Teteriatnikov
	 	 	20331	 	 	1521329

05/22/2009	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	DENMARK DPA: 


SHOE UPPER 

STYLE #2250

	 	 	12192	 	 	MA20000075

0-Denmark

07/20/2000	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	DENMARK DPA 


SHOE UPPER 

STYLE #5013

	 	 	12295	 	 	MA 2000-

01269

11/24/2000	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	DENMARK DPA 


SHOE BOTTOM 

STYLE #5013

	 	 	12349	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	ECUADOR DPA: 


SHOE UPPER 

STYLE #2250

	 	 	12207	 	 	SDI.2000-619

7/20/2000	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	ECUADOR DPA 


SHOE UPPER 

STYLE #5013

	 	 	12296	 	 	SDI-2000-622

9/26/2000	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 43 of 74








 




SKECHERS U.S.A., INC. II


STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 	 	 	 	 	 	 	 	 	 	 
	ECUADOR DPA 


SHOE BOTTOM 

STYLE #5013
	 	 	12350	 	 	SDI 2000-623

10/05/2000	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	EUROPE 

UTILITY DESIGN PATENT 

ARTICLE WITH 

ANIMATED DISPLAY
	 	13002	 	00921912.2

11/06/2001	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	EAU


DISPERSED AIR FOOTPAD
	 	13655	 	00922128.4


Ref: JLWM	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	EPO PA


ARTICLE WITH 
ANIMATED DISPLAY
	 	 	13324	 	 	01984260.8

04/18/2002	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	EUROPEAN UNION 

UTILITY PATENT 
ROLLER SKATE
	 	 	14549	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	EUROPEAN UNION

UTILITY PATENT

CHILD’S ROLLER 

SKATE
	 	 	14553
	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	FRANCE DPA 


STYLE #2350

SHOE UPPER
	 	 	 
12661	 	 	01 3485

06/14/2001	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	FRANCE DPA 


SHOE BOTTOM 

STYLE #2350
	 	 	12675	 	 	01 3484

06/14/2001	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 44 of 74









 




SKECHERS U.S.A., INC. II


STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	DKT NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	 	 	 	 	 	 	 	 	 	 	 
	FRANCE DPA 


SHOE BOTTOM 

STYLE #2667
	 	 	12647	 	 	01 3486

06/14/2001	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	FRANCE DPA 


SHOE UPPER 

STYLE #1845 ENERGY 3
	 	 	13729	 	 	025146

08/28/2002	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	FRANCE DPA


SHOE BOTTOM

STYLE #1845

ENERGY 3
	 	 	13743	 	 	025145

08/23/2002	 		 		 	
	 
	GERMANY DPA


SHOE BOTTOM

STYLE #2667
	 	 	12648	 	 	401 03 426.7

04/09/2001	 		 		 	
	 
	GERMANY DPA


SHOE UPPER

STYLE #2350
	 	 	12662	 	 	40103568.9
04/11/2001	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	GERMANY DPA


SHOE BOTTOM

STYLE #2350
	 	 	12676	 	 	40103569.7

04/11/2001	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	GERMANY DPA 


SHOE UPPER STYLE

#1845 ENERGY 3
	 	 	13730	 	 	402 06 972.2

08/21/2002	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	GERMANY DPA


SHOE BOTTOM STYLE

#1845 ENERGY 3
	 	 	13744	 	 	402 06 973.0

08/21/2002	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 45 of 74








 




SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	GREECE DPA 
 

SHOE BOTTOM 

STYLE #2667

	 	 	12649	 	 	20010600074
03/30/2001

Assoc. Ref. 
P 673.15	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	GREECE DPA 
 

SHOE UPPER 

STYLE #2350

	 	 	12663	 	 	20010600080

04/06/2001	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	GREECE DPA 
 

SHOE BOTTOM 

STYLE #2350

	 	 	12677	 	 	20010600079

04/06/2001	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	GREECE DPA 
 

SHOE UPPER 

STYLE #1845 ENERGY 3

	 	 	13731	 	 	20020600198
08/20/2002



Ref: P 673.21	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	GREECE DPA 
 

SHOE BOTTOM 

STYLE #1845 ENERGY 3

	 	 	13745	 	 	20020600199
08/20/2002



Ref: P 673.22	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 46 of 74








 




SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	HONG KONG DPA: 
 

SHOE UPPER 

STYLE #2250
	 	 	12134	 	 	0010531

04/29/2000	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 		 	 	 	 	
	HONG KONG DPA
 

SHOE UPPER 

STYLE #5013
	 	 	12297	 	 	0011218

09/06/2000	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 		 	 	 	 	
	HONG KONG DPA 
 

SHOE BOTTOM 

STYLE #5013
	 	 	12351	 	 	0011392

09/30/2000	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 		 	 	 	 	
	HONG KONG DPA 
 

SHOE BOTTOM 

STYLE #2667
	 	 	12650	 	 	0110471.0
03/29/2001



Assoc Ref:
DO/US-HK728	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 		 	 	 	 	
	HONG KONG DPA 
 

SHOE UPPER 

STYLE #2350
	 	 	12664	 	 	0110498

04/04/2001




Assoc Ref:

D01US-

HK729	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 		 	 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 47 of 74








 




SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	HONG KONG DPA 
 

SHOE BOTTOM 

STYLE #2350
	 	 	12678	 	 	0110499

04/04/2001	 	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	HONG KONG DPA 
 

SHOE UPPER 

STYLE #1845 ENERGY 3
	 	13732	 	 	0211245.4

08/26/2002



Ref: D02US-
HK935
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	HONG KONG DPA 
 

SHOE BOTTOM 

STYLE #1845 ENERGY 3
	 	13746	 	 	0211246.6

08/26/2002



Ref: D027US-
HK936
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	HONG KONG PA 
 

ARTICLE WITH ANIMATED 

DISPLAY
	 	14578	 	 	3100693.7
01/27/2003	 	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	HONG KONG PA 
 

DISPERSED AIR FOOTPAD
	 	14961	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	HONG KONG DPA: SHOE
UPPER (D’Lites Style
#11422)
	 	20296	 	 	0900682.4

04/28/2009	 	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	ISRAEL DPA:
 

SHOE UPPER

STYLE #2250
	 	12151	 	 	33625

05/28/2000	 	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 48 of 74








 





SKECHERS
U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	ISRAEL DPA
 

SHOE UPPER 

STYLE #5013

	 	 	12298	 	 	34127

09/20/2000	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	ISRAEL DPA 
 

SHOE BOTTOM 

STYLE #5013

	 	 	12352	 	 	34232

10/04/2000




Ref: 1059/00	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA: 
 

SHOE UPPER 

STYLE #2250

	 	 	 

12212	 	 	19978/2000

07/19/2000	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA
 

SHOE UPPER 

STYLE #5013

	 	 	12299	 	 	3200/2001

02/14/2001


Assoc Ref: 
1A, DS-126-2	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 49 of 74








 




SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	JAPAN DPA 
 
SHOE BOTTOM 
STYLE #5013
	 	 	12353	 	 	3201/2001


Ref: IA,

DS–126-3	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA

SHOE BOTTOM 
STYLE #2667
	 	 	12651	 	 	18252/2001

 
Assoc Ref: IA,
DS-126-4	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA 
 

SHOE UPPER 

STYLE #2350

	 	 	12665	 	 	18253/2001


 

Assoc Ref:

IA-DS-126-

GEN
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA 
 

SHOE BOTTOM 

STYLE #2350
 

 Refer to Docket 12528
	 	 	12679	 	 	18254/2001

 

Assoc. Ref:
IA, DS-126-6
	 		 	
	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 50 of 74








 




SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	JAPAN
 

UTILITY DESIGN PATENT 

ARTICLE WITH ANIMATED 

DISPLAY

	 	 	13004	 	 	2000-609979

10/09/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN PA
 

ARTICLE WITH ANIMATED 

DISPLAY

	 	 	13325	 	 	2002-512591

03/18/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN
 

DISPERSED AIR FOOTPAD
	 	 	13656	 	 	2001-551334
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN 
 

UTILITY PATENT 

ROLLER SKATE

	 	 	14550	 	 	05/26/2003	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN 
 

UTILITY PATENT 

CHILD’S ROLLER SKATE

	 	 	14554	 	 	05/26/2003	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA 
 

SHOE UPPER 

STYLE #1845 ENERGY 3

	 	 	13733	 	 	33658/2002

12/04/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA
 

TONGUE OF SHOE UPPER STYLE #1845 ENERGY 3
	 	 	14424	 	 	33659/2002

12/04/02
	 		 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 51 of 74











 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	JAPAN DPA


REAR OF SHOE UPPER 

STYLE #1845 ENERGY 3

	 	 	14425	 	 	33660/2002

12/04/2002
	 		 	 	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA


SHOE BOTTOM

STYLE #1845 ENERGY 3

	 	13747	 	 33941/2002

12/06/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA


RIGHT SIDE OF

SHOE BOTTOM

STYLE #1845 ENERGY 3

	 	 	14426	 	 	33942/2002

12/06/2002
	 		 	 	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA


LEFT SIDE OF

SHOE BOTTOM

STYLE #1845 ENERGY 3

	 	 	14427	 	 	33943/2002

12/06/2002
	 		 	 	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 52 of 74









 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	JAPAN DPA

SHOE UPPER

STYLE #1728

PREMIUM ENERGY

	 	 	14911	 	 	3056/2004

02/06/2O04
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA

SHOE UPPER

STYLE #1786  STAMINA

	 	 	14914	 	 	4399/2004

02/19/2004
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA

SHOE BOTTOM

STYLE #1786 STAMINA

	 	 	14917	 	 	4400/2004

02/19/2004
	 		 	
	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 53 of 74









 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	JAPAN DPA



SHOE UPPER AND

BOTTOM PERIPHERY

(SOULMATES STYLE

#21778)

	 	 	19141	 	 	6693/2008

03/18/2008
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA



SHOE UPPER (BIKER’S

GRAPEVINE STYLE

#21361)

	 	 	19151	 	 	6867/2008

03/19/2008
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN DPA:



SHOE UPPER (D’Lites Style

#11422)

Figures 1-6.

	 	 	20297	 	 	100272009

04/30/2009
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	JAPAN (DIV.) DPA:



SHOE UPPER (D’Lites Style
#11422) 

Figures 7-11.

	 	 	20330	 	 	Not filed
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	KOREA PA



ARTICLE WITH ANIMATED

DISPLAY

	 	 	13326	 	 	10-2002-

7003608

03/18/2002
	 		 	
	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 54 of 74









 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	KOREA



DISPERSED AIR FOOTPAD

	 	 	13657	 	 	10-2002-

7008928

Ref

PL02304FR
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	NEW ZEALAND DPA


SHOE BOTTOM

STYLE #2667

	 	 	12652	 	 	401614	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	KOREA DPA


SHOE UPPER (Biker

Sightsee Style #21548)

	 	 	19520	 	 	Not filed
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	NEW ZEALAND DPA



SHOE UPPER

STYLE #2350

	 	 	12666	 	 	401627



04/05/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	NEW ZEALAND DPA



SHOE BOTTOM

STYLE #2350

	 	 	12680	 	 	401627



04/04/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	NEW ZEALAND



DISPERSED AIR FOOTPAD

	 	 	13658	 	 	520424

07/29/2002
	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 55 of 74









 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	NEW ZEALAND DPA



SHOE UPPER

STYLE #1845 ENERGY 3

	 	 	13734	 	 	402903

08/22/2002



Ref: 591-22
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	NEW ZEALAND DPA



SHOE BOTTOM

STYLE #1845 ENERGY 3

	 	 	13748	 	 	Ref: 591-23
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	NORWAY DPA:



SHOE UPPER

STYLE #2250

	 	 	12193	 	 	2000 0482

July 20, 2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	NORWAY DPA


SHOE UPPER

STYLE #5013

	 	 	12300	 	 	2000 0702

Filed

10/10/2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	NORWAY DPA


SHOE BOTTOM

STYLE #5013

	 	 	12354	 	 	2001 0089

02/12/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PERU DPA:

SHOE UPPER


STYLE #2250

	 	 	12208	 	 	000734.2000

07/21/2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PERU DPA



SHOE UPPER

STYLE #5013

	 	 	12301	 	 	001070 00

10/06/2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PERU DPA



SHOE BOTTOM

STYLE #5013

	 	 	12355	 	 	001076 00

10/09/2000
	 		 	
	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 56 of 74









 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	PANAMA DPA



SHOE UPPER

STYLE #2350

Refer to Docket 12527

	 	 	12667	 	 	85192

06/28/2001

Assoc Ref:

ll-C-41
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PANAMA DPA



SHOE BOTTOM

STYLE #2350

	 	 	12681	 	 	85191

June 8, 2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PANAMA DPA



SHOE BOTTOM

STYLE #2667

	 	 	12653	 	 	85193

08/08/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PANAMA DPA



SHOE UPPER

STYLE #1845 

ENERGY 3

	 	 	13735	 	 	85609

12/03/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PANAMA DPA



SHOE BOTTOM

STYLE #1845 

ENERGY 3

	 	 	13749	 	 	85608

12/06/2002


Ref: ll-D-67
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PANAMA DPA:



SHOE UPPER (D’Lites Style
#11422)

	 	 	20298	 	 	88249

04/29/2009
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PHILIPPINES DPA:



SHOE UPPER

STYLE #2250

	 	 	12155	 	 	3-2000-00341

06/07/2000
	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 57 of 74












 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	PHILIPPINES DPA


SHOE UPPER 

STYLE #5013

	 	 	12302	 	 	3-2000-00524

09/19/2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PHILIPPINE DPA


SHOE BOTTOM

STYLE #5013

	 	 	12356	 	 	3-2000-00703

11/16/2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PHILIPPINES DPA


SHOE BOTTOM

STYLE #2667

	 	 	12654	 	 	3-2001-00199

April 17, 2001
	 		 	
	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 58 of 74









 





SKECHERS
U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	PHILIPPINES DPA


SHOE UPPER 

STYLE #2350

	 	 	12668	 	 	3-2001-00268

05/25/2001
	 	 	 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 59 of 74









 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	PHILIPPINES DPA


SHOE BOTTOM

STYLE #2350


Refer to Docket 12528

	 	 	12682	 	 	3-2001 00269
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PHILIPPINES DPA


SHOE UPPER

STYLE #1845 ENERGY 3

	 	 	13736	 	 	3-2002-000614

10/11/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PHILIPPINES DPA


SHOE BOTTOM

STYLE #1845 ENERGY 3

	 	 	13750	 	 	3-2002-000569

09/19/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PHILIPPINES DPA

SHOE UPPER

STYLE #1728

PREMIUM ENERGY

	 	 	14912	 	 	3-2003-000650

10/24/2003
	 		 	
	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 60 of 74









 





SKECHERS
U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	PHILIPPINES DPA

SHOE UPPER

STYLE #1786 STAMINA

	 	 	14915	 	 	3-2003-000648

10/24/2003
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PHILIPPINES DPA

SHOE BOTTOM 

STYLE #1786 STAMINA

	 	 	14918	 	 	3-2003-000649

10/24/2003
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PHILIPPINES DPA:


SHOE UPPER AND

BOTTOM PERIPHERY

(SOULMATES 

STYLE#21778)

	 	 	19142	 	 	3-2008-000175

02/21/2008
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	PHILIPPINES DPA:


SHOE UPPER (BIKER’S
GRAPEVINE STYLE
#21361)

	 	 	19152	 	 	3-2008-000224

03/12/2008
	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 61 of 74











 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	PHILIPPINES DPA: 




SHOE UPPER (D’Lites Style #11422)

	 	 	20299	 	 	3-2009-00248

04/29/2009
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA 


SHOE UPPER 

STYLE #2350

	 	 	12669	 	 	A2001/0365

04/05/011
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA 


SHOE BOTTOM 

STYLE #2350

	 	 	12683	 	 	A2001/0366

04/05/2001
	 		 	
	 	
	 
	 	 	 	 	 	 		 	 	 		 
	SOUTH AFRICA DPA 


SHOE BOTTOM 

STYLE #2667

	 	 	12655	 	 	A 2001/0364

04/05/2001
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA 


SHOE UPPER 1A 

STYLE #1845 ENERGY 3

	 	 	13737	 	 	A2002/01089

09/10/2002
	 		 	
	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 62 of 74









 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	SOUTH AFRICA DPA


SHOE UPPER 2A 

STYLE #1845 ENERGY 3

	 	 	14332	 	 	A2002/01091

09/10/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA


SHOE UPPER 3A 

STYLE #1845 ENERGY 3

	 	 	14333	 	 	A2002/01093

09/10/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA


SHOE UPPER 4A 

STYLE #1845 ENERGY 3

	 	 	14334	 	 	A2002/01095

09/10/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA


SHOE UPPER 5A 

STYLE #1845 ENERGY 3

	 	 	14335	 	 	A2002/01097

09/10/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA


SHOE BOTTOM 

STYLE #1845 ENERGY 3

	 	 	13751	 	 	A2002/01099

09/10/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA


SHOE BOTTOM 2A 

STYLE #1845 ENERGY 3

	 	 	14336	 	 	A2002/01100

09/10/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA


SHOE BOTTOM 3A 

STYLE #1845 ENERGY 3

	 	 	14337	 	 	A2002/01103

09/10/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA


SHOE BOTTOM 4A 

STYLE #1845 ENERGY 3

	 	 	14338	 	 	A2002/01083

09/10/2002
	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 63 of 74









 






SKECHERS
U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	SOUTH AFRICA DPA 


SHOE BOTTOM 5A 

STYLE #1845 ENERGY 3

	 	 	14339	 	 	A2002/01085

09/10/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SOUTH AFRICA DPA 



SHOE BOTTOM 6A 

STYLE #1845 ENERGY 3

	 	 	14340	 	 	A2002/01087

09/10/2002
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SWEDEN DPA: 


SHOE UPPER 

STYLE #2250

	 	 	12194	 	 	00-1198

6/30/2000
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SWEDEN DPA 


SHOE UPPER 

STYLE #5013

	 	 	12304	 	 	00-1639

09/11/2000
	 		 	
	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	SWEDEN DPA 


SHOE BOTTOM 

STYLE #5013

	 	 	12357	 	 	00-1811

10/05/2000
	 		 	
	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	TAIWAN DESIGN PATENT 


SHOE BOTTOM 

STYLE #7951

	 	 	10718	 	 	87,302,664

04/14/1998
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	TAIWAN DPA: 


SHOE UPPER 

STYLE #2250

	 	 	12156	 	 	89304375

06/28/2000
	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 64 of 74









 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	TAIWAN DPA 


SHOE UPPER 


STYLE #5013


Refer to Docket 12215


	 	 	12305	 	 	89306599
10/02/2000


Ref.
FCP-
24112
	 		 	
	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	TAIWAN DPA



SHOE BOTTOM 

STYLE #5013

	 	 	12358	 	 	89307174

10/25/2000
	 		 	
	 	
	 	 	 	 	 	 	 		 	 	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	TAIWAN DPA 



SHOE BOTTOM 

STYLE #2667

	 	 	12656	 	 	90303757

06/06/2001
	 		 		 	
	 

	 	 	 	 	 	 	 		 	 	 	
	 
	 	 	 	 	 	 	 		 	 	 	
	TAIWAN DPA 



SHOE UPPER 

STYLE #2350


Refer to Docket 12527

	 	 	12670	 	 	90303758
06/06/2001

Assoc Ref: 

FCP - 25271
	 		 	
	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 65 of 74









 







SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	TAIWAN DPA 


SHOE BOTTOM 

STYLE #2350

	 	 	12684	 	 	90303759

06/09/2001
	 		 	
	 	
	 
	TAIWAN DPA 



SHOE UPPER 

STYLE #1845 ENERGY 3

	 	 	13738	 	 	91304848

09/02/2002
	 		 	
	 	
	 
	TAIWAN DPA 


SHOE BOTTOM 

STYLE #1845 ENERGY 3

	 	 	13752	 	 	091304849

09/02/2002


FCP-27535
	 		 	
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 66 of 74











 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	TAIWAN PA
 ARTICLE WITH ANIMATED
 DISPLAY

 Based on 12871

	 	12872	 	90117405
 07/17/2001


Assoc Ref: 
FCP-25725
	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 	 	 	
	TAIWAN PA: ROLLER SKATE (MODULAR CHASSIS)

	 	14475	 	92102846
 02/12/2003	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 	 	 	
	TAIWAN PA: ROLLER SKATE FOR A CHILD (KIDDY CHASSIS )

	 	14477	 	92102848
 02/12/2003	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 	 	 	
	TAIWAN DPA SHOE UPPER STYLE #1728 PREMIUM ENERGY

	 	14913	 	92305731
 09/19/2003	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 67 of 74









 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	TAIWAN DPA
 SHOE UPPER
 STYLE #1786 STAMINA

	 	14916	 	92305732 
09/19/2003	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 	 	 	
	TAIWAN DPA
 SHOE BOTTOM
 STYLE # 1786 STAMINA

	 	14919	 	92305733
 09/19/2003	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 	 	 	
	TAIWAN
DPA: SHOE
 UPPER AND BOTTOM 
PERIPHERY (SOULMATES 

STYLE #21778)

	 	19143	 	97300811
02/15/2008	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 68 of 74









 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	TAIWAN DPA: SHOE 
UPPER
(BIKER’S 
GRAPEVINE STYLE

#21361)

	 	19153	 	97301260 
03/05/2008
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	TAIWAN DPA: SHOE 
UPPER
(D’Lites Style
 #11422)

	 	20300	 	98301924
 04/29/2009
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	UNITED KINGDOM 
(ENGLAND) DPA 


SHOE UPPER 

STYLE #2350

	 	12671	 	2103438
 07/24/2001
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	UNITED KINGDOM DPA 


SHOE BOTTOM

STYLE #2350

	 	12685	 	2103437
 07/24/2001
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 69 of 74









 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	UNITED KINGDOM DPA

(ENGLAND) 


SHOE BOTTOM 

STYLE # 2687

	 	12657	 	2103130
07/11/2001


Assoc Ref: D32035GBJLWM
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	UNITED KINGDOM DPA 


SHOE UPPER
 STYLE #1845
ENERGY 3

	 	13739	 	3009242

12/06/2002
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	UNITED KINGDOM DPA 


SHOE BOTTOM
 STYLE #1845
ENERGY 3

	 	13753	 	3009243

12/06/2002
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	VENEZUELA DPA 


SHOE UPPER

STYLE #5013


Refer to Docket 12215
	 	12306	 	2.062-00
09/18/2000
	 		 		 	
	 
	 	 	 	 	 	 	 		 	 	 	
	VENEZUELA DPA 


SHOE BOTTOM 
STYLE #5013

	 	12359	 	2.196-00
10/02/2000
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 70 of 74









 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	VENEZUELA DPA 


SHOE UPPER
 STYLE #1845
ENERGY 3

	 	13764	 	1.675/-02
 09/02/2002
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 71 of 74









 





SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	VENEZUELA DPA: 


SHOE UPPER 

STYLE #2250

	 	12209	 	11884

07/25/2000
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 72 of 74









 






SKECHERS U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	SERIAL NO. &	 		 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	FILING DATE	 	[*]	 	FIGURE 1	 	[*]
	VENEZUELA DPA 


SHOE BOTTOM
 STYLE #1845
ENERGY 3

	 	13767	 	1.674/-02

09/02/2002
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 73 of 74











 






SKECHERS
U.S.A., INC. II

STATUS REPORT OF U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	SERIAL NO. &	 	 		 	 	 	 	 	 	 
	COUNTRY AND TITLE	 	NO.	 	 	FILING DATE	 	 	[*]	 	 	FIGURE 1	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 74 of 74








 









 







SKECHERS
U.S.A., INC. II

U.S. TRADEMARK AND SERVICE MARK REGISTRATIONS AS OF MAY 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	K&L	 	 	 	 	 	 	 	 	 	REG.	 	RENEWAL	 	 
	MARK	 	DOCKET	 	SERIAL NO.	 	FILE DATE	 	REG. NO.	 	DATE	 	DUE	 	CLASS/GOODS
	3 Wheelers (and design)

	 	 	13440	 	 	78/123,536
	 	04/23/2002
	 	 	2,700,482	 	 	03/25/2003
	 	  03/25/2013*
	 	28 — roller skates.
	Chrome Dome

	 	 	07311	 	 	74/403,046
	 	06/18/1993
	 	 	1,853,178	 	 	09/06/1994
	 	  09/06/2004*
	 	25 — footwear.
	CALI BITS

	 	 	18076	 	 	77/107,652
	 	02/14/2008
	 	 	3,399,196	 	 	03/18/2008
	 	03/18/2018
	 	26 — Ornaments for footwear and apparel, namely, shoe ornaments and apparel ornaments not of precious
metal.
	CALI GEAR

	 	 	17525	 	 	78/947,432
	 	08/08/2006
	 	 	3,255,968	 	 	06/26/2007
	 	06/26/2017
	 	25 — footwear.
	Clear Grip

	 	 	08805	 	 	74/708,352
	 	06/30/1995
	 	 	2,029,327	 	 	01/07/1997
	 	  01/07/2007*
	 	25 — footwear.
	Design (Bear Design)

	 	 	19211	 	 	77/427,338
	 	03/20/2008
	 	 	3,488,573	 	 	08/19/2008
	 	08/19/2018
	 	25 — footwear.
	Design (on shoe side)

	 	 	07469	 	 	74/437,769
	 	09/20/1993
	 	 	1,944,893	 	 	01/24/1996
	 	  01/02/2006*
	 	25 — footwear.
	Design oval and arrow on It. shoe

	 	 	11215	 	 	75/647,017
	 	02/24/1999
	 	 	2,388,867	 	 	09/19/2000
	 	09/19/2010
	 	25 — footwear.
	Design oval and arrow on rt. shoe

	 	 	11214	 	 	75/647,021
	 	02/24/1999
	 	 	2,388,868	 	 	09/19/2000
	 	09/19/2010
	 	25 — footwear.
	ELASTIKA

	 	 	18838	 	 	77/323,098
	 	11/06/2007
	 	 	3,562,222	 	 	01/13/2009
	 	01/13/2019
	 	16 — Cartoon prints, cartoon strips, comic books, comic strips.

 25 — Footwear.
	Endurolite

	 	 	09239	 	 	75/048,376
	 	01/25/1996
	 	 	2,045,142	 	 	03/11/1997
	 	  03/11/2007*
	 	25 — footwear.
	Foamies

	 	 	10173	 	 	75/332,278
	 	07/29/1997
	 	 	2,296,563	 	 	11/30/1999
	 	11/30/2009
	 	25 — footwear.
	Friction

	 	 	08547	 	 	74/623,765
	 	01/20/1995
	 	 	1,963,040	 	 	03/19/1996
	 	03/19/2006
	 	25 — footwear.
	Gen S

	 	 	11203	 	 	75/642,104
	 	02/17/1999
	 	 	2,319,260	 	 	02/15/2000
	 	02/15/2010
	 	25 — footwear.
	Generation S

	 	 	10417	 	 	75/397,478
	 	11/21/1997
	 	 	2,286,438	 	 	10/12/1999
	 	10/12/2009
	 	25 — footwear and apparel.
	G-Tech

	 	 	11749	 	 	75/824,521
	 	10/18/1999
	 	 	2,498,948	 	 	10/16/2001
	 	10/16/2011
	 	25 — footwear.
	Heartbeats

	 	 	08913	 	 	75/013,865
	 	11/02/1995
	 	 	2,003,200	 	 	09/24/1996
	 	  09/24/2006*
	 	25 — footwear.
	HOT-LIGHTS

	 	 	19453	 	 	77/504,685
	 	06/20/2008
	 	 	3,592,868	 	 	03/17/2009
	 	03/17/2019
	 	25 — footwear.
	House Parties

	 	 	11825	 	 	75/876,409
	 	12/21/1999
	 	 	2,423,237	 	 	01/23/2001
	 	01/23/2011
	 	25 — footwear.
	HURRICANE

	 	 	17071	 	 	78/819,991
	 	02/21/2006
	 	 	3,251,076	 	 	06/12/2007
	 	06/12/2017
	 	25 — Footwear, excluding those to commemorate a professional hockey team.
	It’s the S (plain S)

	 	 	10798	 	 	75/557,324
	 	09/23/1998
	 	 	2,409,860	 	 	12/05/2000
	 	12/05/2010
	 	35 — retail footwear and clothing store services, mail order catalog services featuring footwear and
clothing, on-line retail store services featuring footwear and clothing.
	It’s the S (stylized S)

	 	 	10801	 	 	75/508,605
	 	06/25/1998
	 	 	2,713,698	 	 	05/06/2003
	 	05/06/2013
	 	25 — clothing, namely shirts, pants, jackets, dresses, shorts, skirts, headwear, hats, socks and belts.
	It’s the S (stylized S)

	 	 	10782	 	 	75/489,231
	 	05/21/1998
	 	 	2,284,971	 	 	10/12/1999
	 	10/12/2009
	 	25 — footwear.
	KEWL BREEZE

	 	 	17475	 	 	78/939,010
	 	07/27/2006
	 	 	3,247,387	 	 	05/29/2007
	 	 	 	25 — Footwear
	KEWL BREEZE

	 	 	17575	 	 	78/953,808
	 	08/16/2006
	 	 	3,332,834	 	 	11/06/2007
	 	11/06/2017
	 	16 — Cartoon prints; cartoon strips; comic books, comic strips.






1









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	K&L	 	 	 	 	 	 	 	 	 	REG.	 	RENEWAL	 	 
	MARK	 	DOCKET	 	SERIAL NO.	 	FILE DATE	 	REG. NO.	 	DATE	 	DUE	 	CLASS/GOODS
	Mark Nason

	 	 	14110	 	 	78/170,845
	 	10/03/2002
	 	 	3,133,663	 	 	08/22/2006
	 	08/22/2026
	 	25 — Apparel, namely shirts, pants
	Mark Nason

	 	 	15314	 	 	78/975,439
	 	10/03/2002
	 	 	2,865,769	 	 	07/20/2004
	 	07/20/2014
	 	25 — footwear.
	MICHELLE K

	 	 	14515	 	 	78/210,820
	 	02/04/2003
	 	 	3,248,040	 	 	05/29/2007
	 	05/29/2017
	 	18 — All-purpose sports and athletic bags, tote bags, carry-on bags.
	Michelle K

	 	 	14575	 	 	78/225,145
	 	03/13/2003
	 	 	2,810,699	 	 	02/03/2004
	 	02/03/2014
	 	25 — footwear.
	Michelle K

	 	 	14576	 	 	78/225,124
	 	03/13/2003
	 	 	3,142,810	 	 	09/12/2006
	 	09/12/2016
	 	25 — Apparel, namely shirts, pants
	Michelle K

	 	 	15364	 	 	78/975,516
	 	02/04/2003
	 	 	2,890,466	 	 	09/28/2004
	 	09/28/2014
	 	35 — retail footwear store services, mail order catalog services featuring footwear and
on-line retail store services featuring footwear
	MKLA

	 	 	14949	 	 	76/976,178
	 	12/17/2001
	 	 	2,818,259	 	 	02/24/2004
	 	02/24/2014
	 	25 — footwear.
	PUBLIC ROYALTY

	 	 	19301	 	 	77/462,949
	 	05/01/2008
	 	 	3,596,374	 	 	03/24/2009
	 	03/24/2019
	 	25 — footwear.
	Quarter Shield Left

	 	 	13759	 	 	76/975,378
	 	03/18/2002
	 	 	2,849,052	 	 	06/01/2004
	 	06/01/2014
	 	25 — footwear.
	ROCK NEVER DIES

	 	 	17121	 	 	78/827,737
	 	03/02/2006
	 	 	3,339,494	 	 	11/20/2007
	 	11/20/2017
	 	25 — footwear.
	S (abstract shield design)

	 	 	11267	 	 	75/688,708
	 	04/22/1999
	 	 	2,425,782	 	 	01/30/2001
	 	01/30/2011
	 	25 — footwear.
	S (black abstract shield design)

	 	 	11266	 	 	75/688,710
	 	04/22/1999
	 	 	2,425,783	 	 	01/30/2001
	 	01/30/2011
	 	25 — footwear.
	S (globe logo)

	 	 	08471	 	 	74/624,135
	 	01/23/1995
	 	 	1,945,652	 	 	01/02/1996
	 	01/02/2006
	 	25 — footwear.
	S (sideways “S”)

	 	 	13260	 	 	76/382,751
	 	03/14/2002
	 	 	2,702,175	 	 	04/01/2003
	 	04/01/2013
	 	25 — footwear.
	S Design (Performance S with Borders)

	 	 	17106	 	 	78/827,479
	 	03/02/2006
	 	 	3,158,807	 	 	10/17/2006
	 	10/17/2016
	 	25 — footwear.
	S in an oval

	 	 	07275	 	 	74/419,322
	 	08/02/93
	 	 	1,852,458	 	 	09/06/1994
	 	  09/06/2004*
	 	25 — footwear.
	S in shield design

	 	 	10174	 	 	75/332,550
	 	07/29/1997
	 	 	2,578,973	 	 	06/11/2002
	 	06/11/2012
	 	25 — clothing, namely pants, jackets, dresses, shorts, skirts, headwear, hats, socks and belts.
	S in shield design

	 	 	10304	 	 	75/976,914
	 	07/29/1997
	 	 	2,205,906	 	 	11/24/1998
	 	11/24/2008
	 	25 — footwear.
	S in shield design

	 	 	12195	 	 	75/980,241
	 	07/29/1997
	 	 	2,480,927	 	 	08/21/2001
	 	08/21/2011
	 	25 — clothing, namely shirts.
	S in shield design (sm)

	 	 	10799	 	 	75/557,984
	 	09/23/1998
	 	 	2,349,542	 	 	05/16/2000
	 	05/16/2010
	 	35 — retail footwear and clothing store services, mail order catalog services featuring
footwear and clothing, on-line retail store services featuring footwear and clothing.
	S in shield flag design

	 	 	12052	 	 	76/039,129
	 	05/02/2000
	 	 	2,521,252	 	 	12/18/2001
	 	12/18/2011
	 	25 — apparel, namely shirts.
	S and design

	 	 	15049	 	 	78/336,350
	 	12/04/2003
	 	 	2,916,380	 	 	01/04/2005
	 	01/04/2015
	 	25 — footwear.
	S Lights

	 	 	10652	 	 	75/443,560
	 	03/03/1998
	 	 	2,261,697	 	 	07/13/1999
	 	07/13/2009
	 	25 — footwear.
	S Skechers Comfort (and design)

	 	 	12912	 	 	76/313,102
	 	09/10/2001
	 	 	2,668,481	 	 	12/31/2002
	 	12/31/2012
	 	25 — footwear.
	S Tremes

	 	 	11730	 	 	75/824,711
	 	10/18/1999
	 	 	2,373,042	 	 	08/01/2000
	 	08/10/2010
	 	25 — footwear.
	SIREN BY MARK NASON

	 	 	17179	 	 	78/847,326
	 	03/27/2006
	 	 	3,598,532	 	 	03/31/2009
	 	03/31/2019
	 	25 — footwear.
	Sity

	 	 	10617	 	 	75/420,981
	 	01/21/1998
	 	 	2,369,139	 	 	07/18/00
	 	07/18/2010
	 	25 — footwear.






2









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	K&L	 	 	 	 	 	 	 	 	 	REG.	 	RENEWAL	 	 
	MARK	 	DOCKET	 	SERIAL NO.	 	FILE DATE	 	REG. NO.	 	DATE	 	DUE	 	CLASS/GOODS
	Skechers

	 	 	07074	 	 	74/330,368
	 	11/12/1992
	 	 	1,851,977	 	 	08/30/1994
	 	08/30/2004
	 	25 — men’s, women’s and children’s footwear and men’s, women’s and children’s clothing, namely t-shirts, sweat-shirts, sweat-pants, socks, shorts and hats.
	Skechers

	 	 	09758	 	 	75/178,756
	 	10/08/1996
	 	 	2,145,468	 	 	03/17/1998
	 	03/17/2008
	 	18 — leather and non-leather bags, namely purses, handbags, fanny packs, wallets, briefcases, briefcase type portfolios, tote bags, luggage, shopping and gym bags.
	Skechers (megaphone design)

	 	 	09615	 	 	75/149,232
	 	08/12/1996
	 	 	2,116,997	 	 	11/25/1997
	 	11/25/2007
	 	25 — footwear
	Skechers (sm)

	 	 	10800	 	 	75/557,323
	 	09/12/1998
	 	 	2,313,660	 	 	02/01/2000
	 	02/01/2010
	 	35 — retail footwear and clothing store services, mail order catalog services featuring footwear
and clothing, on-line retail store services featuring footwear and clothing.
	Skechers

	 	 	13712	 	 	78;/155,941
	 	08/20/2002
	 	 	2,789,863	 	 	12/02/2003
	 	12/02/2013
	 	14 — watches, namely wrist and pockets watches; and clocks.
	Skechers
by Michelle K (plain)

	 	 	12746	 	 	76/313,104
	 	09/10/2001
	 	 	2,656,178	 	 	12/03/2002
	 	12/03/2012
	 	25 — footwear.
	Skechers by Michelle K (stylized)

	 	 	12829	 	 	76/313,103
	 	09/10/2001
	 	 	2,656,177	 	 	12/03/2008
	 	12/03/2012
	 	25 — footwear.
	SKECHERS D’LITES

	 	 	19433	 	 	77/490,089
	 	06/03/2008
	 	 	3,610,186	 	 	04/21/2009
	 	04/21/2019
	 	25 — footwear.
	Skechers and design

	 	 	08119	 	 	74/575,310
	 	09/19/1994
	 	 	1,985,039	 	 	07/09/1996
	 	07/09/2006
	 	25 — shoes.
	Skechers Sport

	 	 	13710	 	 	78/158,540
	 	08/28/2002
	 	 	2,734,901	 	 	07/08/2003
	 	07/08/2013
	 	25 — footwear.
	Skechers Sport

	 	 	13711	 	 	78/155,948
	 	08/20/2002
	 	 	3,146,139	 	 	09/19/2006
	 	09/19/2016
	 	25 — Apparel, namely shirts, pants, jackets, dresses, coats, shorts, skirts, headwear, hats, socks.
	Skechers USA

	 	 	09828	 	 	75/220,099
	 	12/31/1996
	 	 	2,105,579	 	 	10/14/1997
	 	10/14/2007
	 	25 — footwear.
	Skechers USA S Footwear and design

	 	 	10692	 	 	75/449,285
	 	03/12/1998
	 	 	2,362,883	 	 	06/27/2000
	 	06/27/2010
	 	25 — footwear.
	Skechers USA Sport Utility Bags

	 	 	08417	 	 	74/632,898
	 	01/03/1995
	 	 	2,065,545	 	 	05/27/1997
	 	05/27/2007
	 	18 — leather and non-leather
bags, namely purses, handbags, backpacks, tote bags, luggage and gym
bags.
	SKECH TECHS

	 	 	17863	 	 	77/048,313
	 	11/20/2006
	 	 	3,399,073	 	 	03/18/2008
	 	03/18/2018
	 	25 — Footwear.
	Skeva

	 	 	15821	 	 	78/579,452
	 	03/03/2005
	 	 	3,059,087	 	 	02/14/2006
	 	02/14/2016
	 	25 — Footwear
	SKX

	 	 	12309	 	 	75/980,297
	 	03/11/2000
	 	 	2,542,311	 	 	02/26/2002
	 	02/26/2012
	 	25 — footwear and shoes.
	Slights

	 	 	10375	 	 	75/384,900
	 	11/05/97
	 	 	2,246,720	 	 	05/18/1999
	 	05/18/2009
	 	25 — footwear.
	Slights and design

	 	 	10631	 	 	75/443,557
	 	03/03/1998
	 	 	2,293,564	 	 	11/16/1999
	 	11/16/2009
	 	25 — footwear.
	SOHO LAB

	 	 	15631	 	 	78/975,775
	 	08/04/2004
	 	 	3,076,820	 	 	04/04/2006
	 	04/04/2016
	 	35 — Retail store services
	SOHO LAB

	 	 	16581	 	 	78/748,762
	 	11/07/2005
	 	 	3,270,044	 	 	07/24/2007
	 	 	 	25 — Footwear.
	Somethin’ Else

	 	 	15685	 	 	78/975,836
	 	09/10/2003
	 	 	2,950,390	 	 	05/10/2005
	 	05/10/2015
	 	25 — footwear.
	Somethin’ Else from Skechers

	 	 	12469	 	 	76/178,933
	 	12/11/2000
	 	 	2,750,899	 	 	08/12/2003
	 	08/12/2013
	 	25 — footwear.
	Somethin’ Else from Skechers

	 	 	13041	 	 	76/341,730
	 	11/26/2001
	 	 	3,055,819	 	 	01/31/2006
	 	01/31/2016
	 	25 — apparel; namely shorts, skirts






3









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	K&L	 	 	 	 	 	 	 	 	 	REG.	 	RENEWAL	 	 
	MARK	 	DOCKET	 	SERIAL NO.	 	FILE DATE	 	REG. NO.	 	DATE	 	DUE	 	CLASS/GOODS
	Somethin’ Else from Skechers (and design)

	 	 	12913	 	 	76/313,101
	 	09/10/2001
	 	 	2,653,976	 	 	11/26/2002
	 	11/26/2012
	 	25 — footwear.
	Sport-Utility Clothing (and design)

	 	 	08305	 	 	74/573,606
	 	09/14/1994
	 	 	2,292,945	 	 	11/16/1999
	 	11/16/2009
	 	25 — apparel; namely shirts.
	Sport-Utility Footwear (and design)

	 	 	07274	 	 	74/419,321
	 	08/02/1993
	 	 	2,003,846	 	 	10/01/1996
	 	10/01/2006
	 	25 — footwear.
	Sport-Utility Sockwear (and design)

	 	 	07728	 	 	74/472,098
	 	12/21/1993
	 	 	2,175,206	 	 	07/21/1998
	 	07/21/2008
	 	25 — apparel, namely socks and hosiery.
	Street Cleat

	 	 	08297	 	 	74/569,793
	 	09/06/1994
	 	 	2,079,608	 	 	07/15/1997
	 	07/15/2007
	 	25 — footwear.
	Stretch-fit by Skechers

	 	 	13347	 	 	75/982,506
	 	11/20/2000
	 	 	2,643,653	 	 	10/29/2002
	 	10/29/2012
	 	25 — footwear, namely shoes.
	SUPER Z

	 	 	17877	 	 	77/063,700
	 	12/13/2006
	 	 	3,296,644	 	 	09/25/2007
	 	09/25/2017
	 	25 — Footwear
	The Mark of Style

	 	 	14540	 	 	78/215,972
	 	02/18/2003
	 	 	2,855,282	 	 	06/15/2004
	 	06/15/2014
	 	25 — footwear.
	Quarter Shield Left

	 	 	13760	 	 	76/975,087
	 	03/18/2002
	 	 	2,761,637	 	 	09/09/2003
	 	09/09/2013
	 	25 — footwear.
	Wompers

	 	 	09577	 	 	75/132,155
	 	07/10/1996
	 	 	2,107,996	 	 	10/21/1997
	 	10/21/2007
	 	25 — footwear.
	Z STRAP

	 	 	18604	 	 	77/252,510
	 	08/10/2007
	 	 	3,456,974	 	 	07/01/2008
	 	07/01/2018
	 	25 — Footwear.
	Z STRAP

	 	 	18918	 	 	77/361,338
	 	12/28/2007
	 	 	3,538,370	 	 	11/25/2008
	 	11/25/2018
	 	16 — Publications, namely, comic
books, comic magazines, graphic novels
and printed stories in illustrated
form featured in books and magazines.






4









 









SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

Design (Bear Design)




As of May 31, 2009









	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States

 Design (Bear Design)


(Our Docket 19211)

	 	Class 25 — 
Footwear.
	 	 
	 	 
	 	 






* Confidential Portions of
Columns Omitted and Filed Separately with the Commission.



Page 1 of 3









 









	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Canada

 (Our Docket 19212)

	 	Class 25 — 
Footwear.
	 	 
	 	 
	 	 
	China
 Madrid Protocol


(Our Docket 19214)

	 	Class 25 —
 Footwear.
	 	 
	 	 
	 	 
	CTM
 Madrid Protocol


(Our Docket 19215)

	 	Class 25 — 
Footwear.
	 	 
	 	 
	 	 
	Hong Kong

 (Our Docket 19213)

	 	Class 25 — 
Footwear.
	 	 
	 	 
	 	 
	Japan 
Madrid Protocol


(Our Docket 19216)

	 	Class 25 — 
Footwear.
	 	 
	 	 
	 	 	 
	Mexico

 (Our Docket 19217)

	 	Class 25 — 
Footwear.
	 	 
	 	 
	 	 
	Philippines

 (Our Docket 19218)

	 	Class 25 — 
Footwear, 

namely shoes,
	 	 
	 	 
	 	 






* Confidential Portions of
Columns Omitted and Filed Separately with the Commission.


Page 2 of 3









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	sandals, boots, 

slippers.
	 		 		 	
	 
	Taiwan

(Our Docket 19219)

	 	Class 25 —

Footwear.
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 3 of 3









 






SKECHERS U.S.A. INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

CALI BEAR




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States 


CALI BEAR


(Our Docket 18188)

	 	Class 25 —

Footwear
	 		 		 	
	 
	 	 	 	 		 		 	
	Country	 	Class	 	[*]	 	[*]	 	[*]
	CANADA


(Our Docket 19091)

	 	Class 25 — 

Footwear.
	 		 		 	
	CHINA 


CALI BEAR


(Our Docket 18920)

	 	Class 16 —

Cartoon prints;
cartoon strips;
comic books;
comic strips.
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 1 of 2









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	CHINA 


CALI BEAR


(Our Docket 19175)

	 	Class 25 —

Footwear;
apparel; football
shoes; hosiery;
gloves
[clothing]; caps
[headwear];
scarves;
bathing suits;
waterproof
clothing.
	 		 		 	
	HONG KONG


(Our Docket 19092)

	 	Class 25 —

Footwear.
	 		 		 	
	MEXICO


(Our Docket 19093)

	 	Class 25 —

Footwear.
	 		 		 	
	PHILIPPINES


(Our Docket 19094)

	 	Class 25 —

Footwear,
namely shoes,
slippers, boots,
sandals.
	 		 		 	
	TAIWAN


(Our Docket 19095)

	 	Class 25 —

Footwear.
	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







Page 2 of 2









 









SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

CALI BITS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	USTM: 


CALI BITS


(Our Docket 18076)

	 	Class 26 —

Ornaments for
footwear and
apparel,
namely, shoe
ornaments and
apparel
ornaments not
of precious
metal.
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 1 of 8









 










Madrid Protocol General file 19074




	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	AUSTRALIA 

Madrid Protocol 


CALI BITS


(Our Docket 19075)

	 	Class 26 —

Ornaments for
footwear and
apparel,
namely, shoe
ornaments not
of precious
metal.
	 		 		 	
	BRAZIL

 CALI BITS

(Our Docket 19067)

	 	Class 26 — 
Ornaments for footwear and
apparel
	 		 		 	
	CANADA 


CALI BITS


(Our Docket 19068)

	 	Class 26 

	 		 		 	
	CHILE 


CALI BITS


(Our Docket 19069)

	 	Class 26 —

Ornaments for
footwear and
apparel.
	 		 		 	
	CHINA: 


CALI BITS


(Our Docket 18619)

	 	Class 26 —

Ornaments for
footwear and
apparel
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 2 of 8









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	 	 		 		 	
	COLOMBIA

 CALI BITS

 (Our Docket 19070)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	CROATIA

Madrid Protocol 


CALI BITS

 (Our Docket 19076)

	 	Class 26 —
Ornaments
for footwear and
apparel, namely, shoe
ornaments not of
precious metal.
	 		 		 	
	CTM: 


CALI BITS

 (Our Docket 18618)

	 	Class 26 —
Ornaments
for footwear and
apparel not of
precious metal.
	 		 		 	
	ECUADOR 

CALI BITS

 (Our Docket 19125)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	EGYPT:

 CALI BITS

 (Our Docket 19127)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	HONG KONG 

CALI BITS 

(Our Docket 19071)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	INDIA


	 	Class 26 —
Ornaments for
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 8









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	CALI BITS


(Our Docket 19072)

	 	footwear and
apparel.
	 		 		 	
	INDONESIA 


CALI BITS


(Our Docket 19128)

	 	Class 26 —

Ornaments for
footwear and
apparel.
	 		 		 	
	ISRAEL 


CALI BITS


(Our Docket 19073)

	 	Class 26 —

Ornaments for
footwear and
apparel.
	 		 		 	
	JAPAN

Madrid Protocol


CALI BITS


(Our Docket 19077)

	 	Class 26 —

Ornaments for
footwear and
apparel,
namely, shoe
ornaments not
of precious
metal.
	 		 		 	
	KOREA

 Madrid Protocol


CALI BITS


(Our Docket 19078)

	 	Class 26 —
Ornaments for
footwear and
apparel,
namely, shoe
ornaments not
of precious
metal.
	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 4 of 8









 









	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	 	 		 		 	
	KUWAIT

 CALI BITS 
(Our Docket 19126)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	MALAYSIA 


CALI BITS 

(Our Docket 19081)

	 	Class 26 —Ornaments for
footwear and apparel.
	 		 		 	
	MEXICO: 


CALI BITS

 (Our Docket 18764)

	 	Class 25 —

Footwear.
	 		 		 	
	MEXICO 


CALI BITS

 (Our Docket 19113)

	 	Class 26 —

Ornaments for
footwear and apparel.
	 		 		 	
	MEXICO 


CALI BITS
 BY SKECHERS


(Our Docket 19249)

	 	Class 26 —
Ornaments
for footwear and
apparel, namely, shoe
ornaments and apparel
ornaments not of
precious metal.
	 		 		 	
	CALI BITS BY 
SKECHERS (Oval


(Our Docket 19082)

	 	Class 26 —
Ornaments for
apparel.
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 5 of 8









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	PANAMA 


CALI BITS 

(Our Docket 19083)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	PHILIPPINES 

CALI BITS 

(Our Docket 19084)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	PERU

 CALI BITS 

(Our Docket 19124)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	RUSSIA
 Madrid Protocol 


CALI BITS 

(Our Docket 19079)

	 	Class 26 —
Ornaments for
footwear and apparel,
 namely, shoe
ornaments not of
precious metal.
	 		 		 	
	SAUDI ARABIA

 CALI BITS 

(Our Docket 19085)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	SERBIA 
Madrid Protocol 


CALI BITS 

(Our Docket 19135)

	 	Class 26 —
Ornaments
for footwear and
apparel, namely, shoe
ornaments not of
precious metal.
	 		 		 	
	SINGAPORE
 Madrid Protocol

	 	Class 26 —
Ornaments for
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 6 of 8









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	CALI BITS

 (Our Docket 19132)

	 	footwear and
apparel, namely,
shoe ornaments not
of precious metal.
	 		 		 	
	SOUTH AFRICA

 CALI BITS

 (Our Docket 19086)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	SWITZERLAND 
Madrid Protocol


CALI BITS


(Our Docket 19130)

	 	Class 26 —
Ornaments
for footwear and apparel,
namely, shoe
ornaments no. of
precious metal.
	 		 		 	
	TAIWAN 

CALI BITS 

(Our Docket 19087)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	THAILAND 

CALI BITS

 (Our Docket 19088)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	TURKEY 
Madrid Protocol 


CALI BITS 

(Our Docket 19080)

	 	Class 26 —
Ornaments
for footwear and
apparel, namely,
shoe ornaments not
of precious metal.
	 		 		 	
	UKRAINE 
Madrid Protocol


CALI BITS 

(Our Docket 19131)

	 	Class 26 —
Ornaments
for footwear and
apparel, namely,
shoe ornaments not
of precious metal.
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 7 of 8









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	UNITED ARAB
 EMIRATES 


CALI BITS

 (Our Docket 19089)

	 	Class 26 —
Ornaments
for footwear and
apparel.
	 		 		 	
	VIETNAM 
Madrid Protocol


CALI BITS 

(Our Docket 19133)

	 	Class 26 —
Ornaments
for footwear and
apparel, namely,
shoe ornaments not
of precious metal.
	 		 		 	
	VENEZUELA 


CALI BITS


(Our Docket 19090)

	 	Class 26 —
Ornaments
for footwear and
apparel
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 8 of 8











 





SKECHERS J.S.A., INC. II 

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

CALI GEAR




As of May 31, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States


(Our Docket 17525)

	 	Class 25 —
Footwear
	 		 		 	
	 
	 	 	 		 		 	
	United States


(Our Docket 18561)

	 	Class 25 — Apparel,
namely, shirts,
sweaters, tops,
trousers, pants,
shorts, jackets,
coats, pullovers,
underwear,
headwear, hats,
caps, visors,
socks, belts,
gloves and
wristbands.
	 		 		 	
	 
	 	 	 		 		 	
	United States


(Our Docket 18829)

	 	Class 25 —
Headwear
	 		 		 	
	 
	 	 	 		 		 	
	United States


(Our Docket 18830)

	 	Class 18 — Leather
and non-leather
bags, namely,
purses, handbags,
tote bags, fanny
packs, wallets, gym
bags, sport
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 1 of 9 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	bags,
duffle bags,
rolling bags,
messenger bags,
backpacks, luggage,
and shopping bags.
	 	 	 	 	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 2 of 9 









 





Madrid Protocol general file: 19025




	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Goods	 	[*]	 	[*]	 	[*]
	Australia


(Our Docket 18892)

	 	Class 25 — Footwear
and apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Australia


(Our Docket 19026)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Brazil


(Our Docket 18673)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Canada


(Our Docket 18091)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Canada


(Our Docket 18164)

	 	Class 25 — Apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Chile


(Our Docket 18893)

	 	Class 25 — Footwear
and apparel.
	 		 		 	
	 
	 	 	 		 		 	
	China


(Our Docket 18608)

	 	Class 25 — Footwear,
apparel, football
shoes, hosiery,
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 9 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Goods	 	[*]	 	[*]	 	[*]
	 

	 	gloves
[clothing], caps
[headwear],
scarves, bathing
suits, waterproof
clothing.	 			 	 		 	
	 
	 	 	 			 	 		 	
	COLOMBIA


(Our Docket 19021)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 		 	
	CROATIA

Madrid Protocol



(Our Docket 19027)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 		 	
	CTM


(Our Docket 17886)

	 	Class 25 — Footwear
and apparel
	 		 		 	
	 
	 	 	 			 	 		 	
	Ecuador


(Our Docket 19062)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 		 	
	Egypt


(Our Docket 19064)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 		 	
	Hong Kong


(Our Docket 18894)

	 	Class 25 — Footwear
and apparel
	 		 		 	
	 
	 	 	 			 	 		 	
	India


(Our Docket 19023)

	 	Class 25 —
Footwear.
	 		 		 	
	 
	 	 	 			 	 		 	
	Indonesia 


(Our Docket 19065)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 		 	
	Israel

	 	Class 25 —
	 			 	 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 4 of 9 










 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Goods	 	[*]	 	[*]	 	[*]
	(Our Docket 19024)
	 	Footwear.
	 		 		 	
	 
	 	 	 			 	 		 	
	Japan


(Our Docket 18610)

	 	Class 25 — Footwear
	 		 		 	
	 
	 	 	 			 	 		 	
	Korea

Madrid Protocol



(Our Docket 19028)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 		 	
	Kuwait


(Our Docket 19063)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 		 	
	Malaysia

(Our Docket 19031)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 		 	
	Mexico

	 	Class 25 —
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 5 of 9 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Goods	 	[*]	 	[*]	 	[*]
	(Our Docket 18765)

	 	Footwear
	 			 	 			 	 	
	 
	 	 	 			 	 			 	 	
	Mexico


CALI GEAR BY

SKECHERS


(Our Docket 19246)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 			 	 	
	Mexico 


CALI GEAR (bear

Design)



(Our Docket 19247)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 			 	 	
	Mexico


GALI GEAR BY 
SKECHERS (Bear

Design)



(Our Docket 19248)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 			 	 	
	Montenegro

Madrid Protocol


(Our Docket 19059)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 			 	 			 	 	
	New Zealand

	 	Class 25 —
	 			 	 			 	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 6 of 9 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Goods	 	[*]	 	[*]	 	[*]
	(Our Docket 18895)

	 	Clothing,
footwear, headgear.
	 		 		 	
	 
	 	 	 		 		 	
	Panama


(Our Docket 18896)

	 	Class 25 — Footwear and apparel
	 		 		 	
	 
	 	 	 		 		 	
	Panama


CALI GEAR BY

SKECHERS


(Our Docket 19392)

	 	Class 25 — Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Peru


(Our Docket 19061)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Peru


CALI GEAR BY

SKECHERS


(Our Docket 19521)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Philippines


(Our Docket 18897)

	 	Class 25 — Footwear, and
apparel.
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 7 of 9 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Goods	 	[*]	 	[*]	 	[*]
	Saudi Arabia


(Our Docket 19032)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Serbia

Madrid Protocol



(Our Docket 19060)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Singapore

Madrid Protocol



(Our Docket 19057)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Taiwan



(Our Docket 18898)

	 	Class 25 — Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Russia

Madrid Protocol


(Our Docket 19029)

	 	Class 25 — Footwear
	 		 		 	
	 
	 	 	 		 		 	
	South Africa

(Our Docket 19033)

	 	Class 25 — Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Switzerland

Madrid Protocol



(Our Docket 19055)

	 	Class 25 — Footwear
	 		 		 	
	 
	 	 	 		 		 	
	Thailand 



(Our Docket 19034)

	 	Class 25 — Footwear, namely,
sport shoes,
leather shoes,
sneakers, canvas
boots, slippers and
sandals.
	 		 		 	
	 
	 	 	 		 		 	
	Turkey

Madrid Protocol




(Our Docket 19030)

	 	Class 25 — Footwear
	 		 		 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 8 of 9 









 








	 	 	 	 	 	 	 	 	 
	Country	 	Goods	 	[*]	 	[*]	 	[*]
	United Arab Emirates 

(Our  Docket 19035) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ukraine
 Madrid Protocol
 
 (Our Docket 19056) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela

 (Our Docket 19036) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Vietnam
 Madrid Protocol
 
 (Our Docket 19058) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 9 of 9 








 





     SKECHERS U.S.A., INC. II
 U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS
 ELASTIKA


As of May 31, 2009 


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States 

 ELASTIKA
 
 (Our Docket 18838) 
	 	Class 16 — Cartoon prints,  cartoon strips;  comic books;  comic strips. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	  
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States 

 ELASTIKA 

 (Our Docket 20334) 
	 	Class 09 — Pre recorded DVDs,  digital video  discs, digital  versatile discs,  CD-ROM discs  and video  cassettes  featuring  animated  entertainment;  motion picture  films featuring  animated  entertainment;  downloadable  television  shows featuring  animated  entertainment;  video game  cartridges;  video game  discs. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	  
	 	Class 41 — Entertainment  in the nature of on-going  television  programs in the  field of  animated  entertainment.	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 1 of 4









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	CANADA
 
  (Our Docket 19096) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CHINA
 
 ELASTIKA 

 (Our Docket 18921) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CHINA
 
 ELASTIKA 

 (Our Docket 19373) 
	 	Class 16 — Cartoon prints,  cartoon strips;  comic books;  comic strips. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CTM 

 (Our Docket 18965) 
	 	Class 16 — Cartoon prints,  cartoon strips;  comic books,  comic strips. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	  
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	HONG KONG 
	 	Class 25 — Footwear. 	 	 	 	 	 







 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 2 of 4









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 19097) 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	JAPAN
 
 (Our Docket 18966) 
	 	Class 16 — Cartoon prints,  cartoon strips;  comic books;  comic strips. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(Divisional)
 JAPAN
 
  (Our Docket 19570) 
	 	Class 25 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	MEXICO 

 (Our Docket 19014) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	MEXICO 

 (Our Docket 19268) 
	 	Class 16 — Cartoon prints;  cartoon strips;  comic books;  comic strips. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PHILIPPINES 

 (Our Docket 19017) 
	 	Class 16 — n/a.  Class 25 — Footwear. 	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 3 of 4











 


 



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	TAIWAN

 (Our Docket 19098) 
	 	Class 25 — 
 Footwear. 	 	 	 	 	 	 







 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 4 of 4









 





 SKECHERS  U.S.A., INC. II

U.S.  AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

HOT-LIGHTS

As of  May 31, 2009


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States
 
 HOT- LIGHTS 

  (Our Docket 
 19453)
	 	Class 25 — Footwear 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Australia
 Madrid Protocol
 (Our Docket 19678)
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Brazil

  (Our Docket 19659)
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Canada

  (Our Docket 19660)
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	Chile

  (Our Docket 19661)
	 	Class 25 — Footwear. 	 	 	 	 	 	 





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 1 of 4








 


 


 
									
	Country	 	Class	 	[*]	 	[*]	 	[*]
	China
 Madrid Protocol

 (Our Docket 19679) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Colombia

  (Our Docket 19662) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Croatia
  Madrid Protocol

  (Our Docket 19663) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CTM
 Madrid Protocol
 
 (Our Docket 19680) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Hong Kong

  (Our Docket 19664) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	India

  (Our Docket 19665) 
	 	Class 25 — Footwear. 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Israel

  (Our Docket 19666) 
	 	Class 25 — Footwear. 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Japan 
 Madrid Protocol

  (Our Docket 19681) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.





Page 2 of 4









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Korea 
 Madrid Protocol

  (Our Docket 19682) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Malaysia

  (Our Docket 19667) 
	 	Class 25 — Footwear. 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mexico

  (Our Docket 19668) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	New Zealand

  (Our Docket 19669) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Panama

  (Our Docket 19670) 
	 	Class 25 — Footwear. 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Philippines

  (Our Docket 19671) 
	 	Class 25 — Footwear. 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Russia 
  Madrid Protocol
   
	 	Class 25 — Footwear. 	 	 	 	 	 	 	 




 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.


Page 3 of 4









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]

	(Our Docket 19683) 
	 	 	 	 	 	 	 
	 Saudi Arabia

 (Our Docket 19672)


	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	South Africa

  (Our Docket 19673) 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Taiwan

  (Our Docket 19674) 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Thailand

  (Our Docket 19675) 
	 	Class 25 — Shoes (except sport  shoes), sport shoes, sneakers; sandals, slippers, and boots:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Turkey 
 Madrid Protocol

  (Our Docket 19684) 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United Arab Emirates

 (Our Docket 19676)  
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela

  (Our Docket 19677) 
	 	Class 25 — Footwear.	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 4 of 4









 





  SKECHERS  U.S.A., INC. II


U.S.  AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS


HYDEE AND THE HY TOPS


As of  May 31, 2009 


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States 

  HY TOP

  (Our Docket 19165) 
	 	Class 16 — Publications, namely, comic books, comic magazines, cartoon prints, cartoon strips, graphic novels and printed stories in illustrated form  featured in books and magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States 

  HYDEE

  (Our Docket 19562) 
	 	Class 16  — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	  
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States 

  HYDEE AND THE HY TOPS

   (Our Docket 19563) 
	 	Class 16  — Publications, namely, comic books, comic magazines, graphic novels 	 	 	 	 	 	 







 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 1 of 12









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	  
	 	and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	  
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States 

  HYDEE AND THE HY TOPS

  (Our Docket 20002) 
	 	Class 41 — Live entertainment in the nature of musical shows and live performances by a musical band. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	  
	 	Class 09 — Pre-recorded  digital media featuring musical performances and pre-recorded video musical performances.	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]	 	 
	Australia
 Madrid Protocol
 (Our Docket 19736) 
	 	Class 16 —  Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 	 	 




 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 2 of 12









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	  
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Brazil

  (Our Docket 19718) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Brazil

  (Our Docket 19825) 
	 	Class 16  — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Canada

  (Our Docket 19719) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and  magazines. Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Chile

  (Our Docket 19720) 
	 	Class 16  — Publications, namely, comic books, comic magazines, graphic novels and printed stories in 	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 12









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]	 	 
	  
	 	illustrated form  featured in books and magazines. Class 25 — Footwear. 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	China 
 Madrid Protocol

  (Our Docket 19737) 
	 	Class 16  — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and  magazines. 
 Class 25 — Footwear. 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Colombia 

  (Our Docket 19721) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Colombia

  (Our Docket 19763) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Croatia 
 Madrid Protocol
  (Our Docket 19738) 
	 	Class 16 — Publications, namely, comic  books, comic magazines, graphic novels and printed stories in  illustrated form featured in books and magazines. 
 Class 25 — Footwear. 	 	 	 	 	 	 	 	 




 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 4 of 12









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]	 	 
	CTM 
 Madrid Protocol

  (Our Docket 19739) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and  magazines. 
 Class 25 — Footwear. 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hong Kong

  (Our Docket 19722) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	  
	 	Class 25 — Footwear.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	India

  (Our Docket 19723) 
	 	Class 16 — Publications, namely, comic books, comic  magazines, graphic novels and printed stories in illustrated form  featured in books and magazines. 
 Class 25 — Footwear. 	 	 	 	 	 	 	 	 




 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 5 of 12









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Israel

  (Our Docket 19724) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Israel

  (Our Docket 19755) 
	 	Class 16  — Publications,  namely comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Japan
 Madrid Protocol

  (Our Docket 19740) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and  magazines. 
 Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Korea
 Madrid Protocol
 (Our Docket 19741) 
	 	Class 16 — Publications,  namely, comic  books, comic magazines, graphic novels and printed stories in  illustrated form featured in books and magazines. 
 Class 25 — Footwear. 	 	 	 	 	 	 




 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 6 of 12









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Malaysia

  (Our Docket 19725) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Malaysia

  (Our Docket 19841) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mexico

  (Our Docket 19726) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mexico

  (Our Docket 19798) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in  illustrated form featured in books and magazines. 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 7 of 12








 




 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	New Zealand

 (Our Docket 19727) 
	 	Class 16 — Publications, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines.

 Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Panama

 (Our Docket 19728) 
	 	Class 25 — Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Panama

 (Our Docket 19799) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Philippines

 (Our Docket 19729) 
	 	Class 16 — Publications, namely, comic books, comic magazines, 	 	 	 	 	 	 




 

*    Confidential Portions of Columns Omitted and Filed  Separately with
the Commission.



Page 8 of 12









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	  
	 	graphic novels and printed stories  in illustrated form featured in books and magazines. Class 25 — Footwear, namely shoes, sneakers, sandals,  slippers and boots. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Russia
 Madrid Protocol
 
 (Our Docket 19742) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books  and magazines. 
 Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Saudi Arabia

 (Our Docket 19730) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Saudi Arabia

 (Our Docket 19800) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 9 of 12









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	South Africa

 (Our Docket 19731) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	South Africa

 (Our Docket 19801) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Taiwan

 (Our Docket 19732) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 
 Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Thailand

 (Our Docket 19733) 
	 	Class 25 — Shoes (except sport shoes), sport shoes, sneakers, sandals, slippers, boots. 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 10 of 12









 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Thailand

 (Our Docket 19802) 
	 	Class 16 — Comic books, comic magazines, graphic novels, printed stories in illustrated form featured in books, printed stories in illustrated form  featured in magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Turkey
 Madrid Protocol

 (Our Docket 19743) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and  magazines. Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United Arab Emirates
 
(Our Docket 19734) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United Arab Emirates
 
(Our Docket 19803) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 







 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 11 of 12









 




 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Venezuela

 (Our Docket 19735) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela

 (Our Docket 19967) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in illustrated form featured in books and magazines. 	 	 	 	 	 	 







 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 12 of 12








 




SKECHERS U.S.A., INC. II


U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS
   HYDEE HY-TOP


As of  May 31, 2009 



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States 

 HYDEE HY-TOP

 (Our Docket 19993)   
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States
 
 
 HYDEE HY-TOP

 (Our Docket 20225) 
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,  cartoon prints,  cartoon strips,  graphic novels  and printed  stories in  illustrated form  featured in books and magazines.	 	 	 	 	 	 



   
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Australia 
Madrid Protocol
 (Our Docket 20111) 
	 	Class  16 — Publications,  namely, comic  books, comic  magazines, graphic  novels and printed  stories in	 	 	 	 	 	 




 

*    Confidential Portions of Columns Omitted and Filed Separately with the Commission.



Page  1  of 11








 




 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	  
	 	illustrated form  featured in  books and  magazines.  Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Brazil

 (Our Docket 20099) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Brazil

 (Our Docket 20087) 
	 	Class 16 — Publications,  namely, comic  books, comic  magazines, graphic novels  and printed  stories in illustrated form  featured in  books and  magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Canada

 (Our Docket 20079) 
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 —  Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Chile

 (Our Docket 20080) 
	 	Class 16 —  Publications,  namely, comic  books, comic  magazines,  graphic novels 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page  2  of 11









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 
	 	and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 —  Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	China
 Madrid Protocol
 
 (Our Docket 20112)
	 	Class 16 —  Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Colombia
 (Our Docket 20100)
	 	Class 25 —  Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Colombia

 (Our Docket 20088)
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Croatia

 Madrid Protocol
	 	Class 16 — Publications,	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page  3  of 11










 






 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 20113)
	 	namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CTM 
 Madrid Protocol
	 	Class 16 — Publication,	 	 	 	 	 	 
	 
	 	namely, comic	 	 	 	 	 	 
	(Our Docket 20114)
	 	books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ecuador

 (Our Docket 20081) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in  illustrated form featured in books and magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ecuador
 (Our Docket 20199)
	 	 Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Hong Kong
 (Our Docket 20082)
	 	Class 16 — Publications,  namely, comic	 	 	 	 	 	 







 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page  4  of 11








 




 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	  
	 	books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	India

 (Our Docket 20083) 
	 	Class 16 —  Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in	 	 	 	 	 	 
	  
	 	illustrated form  featured in  books and  magazines.  Class 25 —  Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Israel

 (Our Docket 20101) 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Israel
 (Our Docket 20089) 
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Japan 
 Madrid Protocol

	 	Class 16 — Publications,	 	 	 	 	 	 







 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page  5  of 11








 




 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 20115)

	 	namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Korea
 Madrid Protocol
 (Our Docket 20116)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in  illustrated form featured in books and magazines. Class 25 —  Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Malaysia
 (Our Docket 20102)
	 	Class 25 —  Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Malaysia 
 (Our Docket 20090)
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page  6  of 11








 











 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Mexico
 (Our Docket 20103)
	 	books and  magazines.  Class 25 —  Footwear.	 	 	 	 	 	 
	 
	Mexico
 (Our Docket 20091)
	 	Class 16 —  Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.	 	 	 	 	 	 
	 
	New Zealand
 (Our Docket 20084)
	 	Class 16 — Publications,  comic books,  comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 —  Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Panama
 (Our Docket 20104)
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Panama
 (Our Docket 20092)
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,	 	 	 	 	 	 




 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.


Page  7  of 11








 




 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	  
	 	graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Peru
 (Our Docket 20105) 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Peru
 (Our Docket 20093) 
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Philippines
 (Our Docket 20085) 
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 — Footwear,  namely
shoes,  sneakers,  sandals,  slippers and  boots.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Russia
 Madrid Protocol

	 	Class 16 — Publications,	 	 	 	 	 	 







 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page  8  of 11









 





   
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 20117) 
	 	namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 —  Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Saudi Arabia 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	(Our Docket 20106) 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Saudi Arabia
 (Our Docket 20094 
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	South Africa
 (Our Docket 20107) 
	 	Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	South Africa
 (Our Docket 20095) 
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Taiwan 
	 	Class 16 — 	 	 	 	 	 	 




 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.


Page  9  of 11








 




 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 20086) 
	 	Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed  stories in  illustrated form  featured in  books and  magazines.  Class 25 — Footwear. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Thailand
 (Our Docket 20108) 
	 	Class 25 — Shoes (except  sport shoes),  sport shoes,  sneakers,  sandals,  slippers, boots. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Thailand
 (Our Docket 20096) 
	 	Class 16 — Comic books,  comic  magazines,  graphic novels,  printed stories  in illustrated  form featured in  books, printed  stories in  illustrated form  featured in  magazines. 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Turkey 
 Madrid Protocol
 (Our Docket 20118) 
	 	Class 16 — Publications,  namely, comic  books, comic  magazines,  graphic novels  and printed 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page  10  of 11











 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 
	 	stories in  illustrated form  featured in books  and magazines. 
  Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United Arab  Emirates 
 (Our Docket 20109)
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United Arab  Emirates 
 (Our  Docket 20097)
	 	Class  16 — Publications,  namely, comic  books, comic  magazines, graphic  novels and printed  stories in  illustrated form  featured in books  and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela 
 (Our  Docket 20110)
	 	Class 25  — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela (Our 
 Docket 20098)
	 	Class  16  — Publications,  namely, comic  books, comic  magazines, graphic  novels and printed  stories in  illustrated form  featured in books  and magazines.	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page  11  of 11








 





SKECHERS U.S.A., INC. 

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S
IN AN OVAL); (3) IT’S THE S (PLAN S) AND (4) THE S




As of May 31, 2009




       




			
	 	 	 
	
	 	







Page 1 of 11











 





SKECHERS U.S.A., INC.

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S IN AN OVAL); (3) IT’S THE S (PLAIN S) and (4) THE S




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	DUE DATE	 	 
	 	 	 	DKT	 	 		 		 	FOR FILING	 	 
	COUNTRY	 	 	NO.	 	 	[*]	 	[*]	 	§8 & §15	 	[*]
	ABANDONED


U.S.A. 

IT’S THE S (W/ S IN
AN OVAL)

	 	 	10139	 	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	U.S.A. 
IT’S THE S
(STYLIZED S)




	 	 	10782	 	 		 		 	n/a
	 	
	 
	 	 	 	 	 		 		 	 	 	
	U.S.A.

IT’S THE S

(PLAIN S)
SERVICE MARK

	 	 	10798	 	 		 		 	12/05/2006
	 	
	 
	 	 	 	 	 		 		 	 	 	
	U.S.A. 

IT’S THE S

(STYLIZED S)

	 	 	10801	 	 		 		 	05/06/2006
	 	
	 
	 	 	 	 	 		 		 	 	 	
	ABANDONED

U.S.A. (ITU)

IT’S THE S

(STYLIZED S)

	 	 	09679	 	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	ABANDONED

U.S.A. (ITU) 

THE S

— for footwear

	 	 	11398	 	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	U.S. (Use Based)


	 	 	20337	 	 		 		 	n/a
	 	
	

	 	 	 	 	 		 		 	 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 2 of 11









 








SKECHERS U.S.A., INC.

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S IN AN OVAL); (3) IT’S THE S (PLAIN S) and (4) THE S




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	DKT	 	 	 		 	 	 		 	 	 
	COUNTRY	 	 	NO.	 	 	 	[*]	 	 	 	[*]	 	 	[*]
	Argentina

	 	 	10423	 	 			 	 	 		 	 	
	IT’S THE S (STYLIZED S)

	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 			 	 	 		 	 	
	Australia

IT’S THE S (W/ S IN AN OVAL)

	 	 	09719	 	 			 	 	 		 	 	
	 

	 	 	 	 	 			 	 	 		 	 	
	Australia 

IT’S THE S (STYLIZED S)

	 	 	10424	 	 			 	 	 		 	 	
	 
	 	 	 	 	 			 	 	 		 	 	
	Austria 


IT’S THE S (STYLIZED S)

	 	 	10425	 	 		 	 		 	 	
	 

	 	 	 	 	 			 	 	 		 	 	
	Benelux 

IT’S THE S (STYLIZED S)

	 	 	10426	 	 			 	 	 		 	 	
	 

	 	 	 	 	 			 	 	 		 	 	
	Brazil 

IT’S THE S (STYLIZED S)

	 	 	10427	 	 			 	 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 3 of 11









 








SKECHERS U.S.A., INC.

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S IN AN OVAL); (3) IT’S THE S (PLAIN S) and (4) THE S




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	DKT	 	 	 		 	 		 	 
	COUNTRY	 	 	NO.	 	 	 	[*]	 	 	[*]	 	[*]
	Brazil 

IT’S THE S (W/S IN AN OVAL)

	 	 	09718	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	ABANDONED 

Canada 

IT’S THE S (W/ S IN AN OVAL)

— for footwear

	 	 	09717	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	Canada 

IT’S THE S (STYLIZED S)

	 	 	10428	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	ABANDONED

Canada 

IT’S THE S (W/ S IN AN
OVAL) — for apparel

	 	 	10310	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	Chile 

IT’S THE S (STYLIZED S)

	 	 	10429	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	China 

IT’S THE S (STYLIZED S)

	 	 	10430	 	 	 		 	 		 	
	 

	 	 	 	 	 	 		 	 		 	
	China

IT’S THE S (W/ S IN AN OVAL)

	 	 	09716	 	 	 		 	 		 	
	 

	 	 	 	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	China 

IT’S THE S (PLAIN S)

— in Chinese script — translation

	 	 	10802	 	 	 		 	 		 	
	 

	 	 	 	 	 	 		 	 		 	
	China 

IT’S THE S (PLAIN S)

— in Chinese script — transliteration

	 	 	10944	 	 	 		 	 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 4 of 11









 






SKECHERS U.S.A., INC.

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S IN AN OVAL); (3) IT’S THE S (PLAIN S) and (4) THE S




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	DKT	 	 		 		 	 
	COUNTRY	 	 	NO.	 	 	[*]	 	[*]	 	[*]
	Colombia 

IT’S THE S (STYLIZED S)

	 	 	10431	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Croatia 

IT’S THE S (STYLIZED S)

	 	 	10432	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	CTM 


IT’S THE S (Performance
S with Borders)



	 	 	20338	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Denmark

IT’S THE S (STYLIZED S)

	 	 	10433	 	 		 		 	
	 

	 	 	 	 	 		 		 	
	Dubia (UAE)

IT’S THE S (STYLIZED S)

	 	 	10434	 	 		 		 	
	 
	ABANDONED 

Europe (CTM) 

IT’S THE S (STYLIZED S)

	 	 	09715	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Finland 

IT’S THE S (STYLIZED S)

	 	 	10435	 	 		 		 	
	 

	 	 	 	 	 		 		 	
	France 

IT’S THE S (STYLIZED S)

	 	 	10436	 	 		 		 	
	 

	 	 	 	 	 		 		 	
	Germany 

IT’S THE S (STYLIZED S)

	 	 	10437	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 5 of 11









 






SKECHERS U.S.A., INC.

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S IN AN OVAL); (3) IT’S THE S (PLAIN S) and (4) THE S




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	DKT	 	 		 	 		 	 	 
	COUNTRY	 	 	NO.	 	 	[*]	 	 	[*]	 	 	[*]
	Greece

IT’S THE S (STYLIZED S)

	 	 	10438	 	 		 	 		 	 	
	 

	 	 	 	 	 		 	 		 	 	
	Hong Kong
 IT’S THE S (STYLIZED S)

	 	 	10439	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	Hong Kong
 IT’S THE S (PLAIN S)

	 	 	10803	 	 		 	 		 	 	
	 
	— in Chinese translation
	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	Hong Kong
 IT’S THE S (PLAIN S)


	 	 	10945	 	 		 	 		 	 	
	
— in Chinese transliteration

	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	Hungary

IT’S THE S (STYLIZED S)

	 	 	10440

11/19/97	 	 		 	 		 	 	
	 

	 	 	 	 	 		 	 		 	 	
	Iceland
 IT’S THE S (STYLIZED S)

	 	 	10513	 	 		 	 		 	 	
	 

	 	 	 	 	 		 	 		 	 	
	India
 IT’S THE S (STYLIZED S)

	 	 	10441	 	 		 	 		 	 	
	 

	 	 	 	 	 		 	 		 	 	
	Indonesia
 IT’S THE S (STYLIZED S)

	 	 	10442	 	 		 	 		 	 	
	 

	 	 	 	 	 		 	 		 	 	
	Ireland
 IT’S THE S (STYLIZED S)

	 	 	10443	 	 		 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 6 of 11









 






SKECHERS U.S.A., INC.

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S IN AN OVAL); (3) IT’S THE S (PLAIN S) and (4) THE S




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	DKT	 	 		 	 		 	 	 
	COUNTRY	 	 	NO.	 	 	[*]	 	 	[*]	 	 	[*]
	Italy

IT’S THE S (STYLIZED S)

	 	 	10444	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	Japan

	 	 	09714	 	 		 	 		 	 	
	IT’S
THE S ( W/ S IN AN OVAL)

	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	Japan

IT’S THE S (STYLIZED S)

	 	 	10445	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	Korea 

IT’S THE S (W/ S IN AN OVAL)

	 	 	09713	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	Korea 

IT’S THE S (W/ S IN AN OVAL)

	 	 	09851	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	Korea

IT’S THE S (STYLIZED S)

	 	 	10446	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	Mexico

IT’S THE S (W/ S IN AN OVAL)

	 	 	09712	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	Mexico 

IT’S THE S (STYLIZED S)

	 	 	10447	 	 		 	 		 	 	
	 
	 	 	 	 	 		 	 		 	 	
	New Zealand 

IT’S THE S (STYLIZED S)

	 	 	10448	 	 		 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 7 of 11









 






SKECHER U.S.A., INC.

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S IN AN OVAL); (3) IT’S THE S (PLAIN S) and (4) THE S




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	DKT	 	 	 		 	 	 		 	 	 
	COUNTRY	 	 	NO.	 	 	 	[*]	 	 	 	[*]	 	 	[*]
	Norway 

IT’S THE S (STYLIZED S)

	 	 	10449	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 		 	 	 		 	 	
	Panama 

IT’S THE S (W/ S IN AN
OVAL)

	 	 	09711	 	 	 		 	 	 		 	 	
	 

	 	 	 	 	 	 		 	 	 		 	 	
	Panama 

IT’S THE S (STYLIZED S)

	 	 	10450	 	 	 		 	 	 		 	 	
	 

	 	 	 	 	 	 		 	 	 		 	 	
	Philippines

IT’S THE S (STYLIZED S)

	 	 	10451	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 		 	 	 		 	 	
	Portugal 

IT’S THE S (STYLIZED S)

	 	 	10452	 	 	 		 	 	 		 	 	
	 

	 	 	 	 	 	 		 	 	 		 	 	
	Puerto Rico 

IT’S THE S (STYLIZED S)

	 	 	10453	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 		 	 	 		 	 	
	Romania 

IT’S THE S (STYLIZED S)

	 	 	10454	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 		 	 	 		 	 	
	Russia 

IT’S THE S (STYLIZED S)

	 	 	10455	 	 	 		 	 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 8 of 11









 







SKECHERS
U.S.A., INC.

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S IN AN OVAL); (3) IT’S THE S (PLAIN S) and (4) THE S




As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	DKT	 	 		 		 	 
	COUNTRY	 	 	NO.	 	 	[*]	 	[*]	 	[*]
	Singapore 

IT’S THE S (STYLIZED S)

	 	 	10456	 	 		 		 	
	 

	 	 	 	 	 		 		 	
	Singapore 

IT’S THE S (PLAINS)

— in Chinese script — translation




	 	 	10804	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Singapore 

IT’S THE S (PLAIN S)


- in Chinese transliteration




	 	 	10946	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	South Africa 

IT’S THE S (STYLIZED S)

	 	 	10457	 	 		 		 	
	 

	 	 	 	 	 		 		 	
	Spain

IT’S THE S (STYLIZED S)

	 	 	10459	 	 		 		 	
	 

	 	 	 	 	 		 		 	
	Sweden 

IT’S THE S (STYLIZED S)

	 	 	10460	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Switzerland

IT’S THE S (STYLIZED S)

	 	 	10461	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 9 of 11









 






SKECHERS U.S.A., INC.

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S IN AN OVAL); (3) IT’S THE S (PLAIN S) and (4) THE S




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	DKT	 	 	 		 	 		 	 
	COUNTRY	 	 	NO.	 	 	 	[*]	 	 	[*]	 	[*]
	Taiwan

IT’S THE S (W/ S IN AN
OVAL)

	 	 	09710	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	Taiwan

IT’S THE S (STYLIZED S)

	 	 	10462	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	Taiwan 

IT’S THE S (PLAIN S)


— in Chinese script — translation

	 	 	10947	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	Taiwan 

IT’S THE S (PLAIN S)


— in Chinese script — transliteration

	 	 	11001	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	Turkey 

IT’S THE S (W/ S IN AN OVAL)


	 	 	09709	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	Turkey 

IT’S THE S (STYLIZED S)

	 	 	10463	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	United Kingdom

IT’S THE S (PLAIN S)

	 	 	09852	 	 	 		 	 		 	
	 
	 	 	 	 	 	 		 	 		 	
	United Kingdom 

IT’S THE S (STYLIZED S)

	 	 	10643	 	 	 		 	 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 10 of 11









 






SKECHERS U.S.A., INC.

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) IT’S THE S (STYLIZED S); (2) IT’S THE S (W/ S IN AN OVAL); (3) IT’S THE S (PLAIN S) and (4) THE S




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	DKT	 	 		 		 	 
	COUNTRY	 	 	NO.	 	 	[*]	 	[*]	 	[*]
	Venezuela

IT’S THE S (STYLIZED S)

	 	 	10464	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Vietnam 

IT’S THE S (STYLIZED S)

	 	 	10465	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







Page 11 of 11











 




SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

KEWL BREEZE


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States
	 	Class 25 — 	 		 		 	 	
	 
	 	Footwear	 		 		 	 	
	KEWL BREEZE
	 	 	 		 		 	 	
	 
	 	 	 		 		 	 	
	(Our Docket 17475)
	 	 	 		 		 	 	
	 
	 	 	 		 		 	 	
	United States
	 	Class 16 —	 		 		 	 	
	 
	 	Cartoon prints,	 		 		 	 	
	KEWL BREEZE
	 	cartoon strips, comic books and comic	 		 		 	 	
	 
	(Our Docket 17575)
	 	strips	 		 		 	 	
	 
	 	 	 		 		 	 	
	United States 


KEWL BREEZE


(Our Docket 20335)
	 	Class 09 — Pre-recorded DVDs,
digital video
discs, digital
versatile discs,
CD-ROM discs
and video
cassettes
featuring
animated
entertainment;
motion picture
films featuring
animated
entertainment;
downloadable
television
shows featuring
animated
entertainment;
video game
cartridges;
video game
discs.	 		 		 	
	 
	 
	 	Class 41 — Entertainment in the nature of on-going television programs in the field of animated entertainment.	 		 		 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 1 of 4








 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]
	 	[*]
	CANADA
	 	Class 25 —	 	 		 	 		 	
	 
	 	Footwear.	 	 		 	 		 	
	KEWL BREEZE
	 	 	 	 		 	 		 	
	 
	 	 	 	 		 	 		 	
	(Our Docket 19099)
	 	 	 	 		 	 		 	
	 
	 	 	 	 		 	 		 	
	CHINA
	 	Class 25 —	 	 		 	 		 	
	 
	 	Footwear;	 	 		 	 		 	
	KEWL BREEZE
	 	apparel; football	 	 		 	 		 	
	 
	 	shoes; hosiery;	 	 		 	 		 	
	(Our Docket 18609)
	 	gloves
[clothing]; caps
[headwear];
scarves;
bathing suits;
waterproof
clothing.	 	 		 	 		 	
	 
	 	 	 	 		 	 		 	
	CHINA
	 	Class 16 —	 	 		 	 		 	
	 
	 	Cartoon prints;	 	 		 	 		 	
	KEWL BREEZE
	 	cartoon strips;	 	 		 	 		 	
	 
	 	comic books;	 	 		 	 		 	
	(Our Docket 18631)
	 	comic strips.	 	 		 	 		 	
	 
	 	 	 	 		 	 		 	
	CTM
	 	Class 16 —	 	 		 	 		 	
	 
	 	Publications,	 	 		 	 		 	
	KEWL BREEZE
	 	namely comic	 	 		 	 		 	
	 
	 	books, comic	 	 		 	 		 	
	(Our Docket 18337)
	 	magazines,	 	 		 	 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 2 of 4









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 
	 	graphic novels
and printed
stories in
illustrated form
featured in
books and
magazines.	 		 		 	 	 	
	 
	 	 	 		 		 	 	 	
	 
	 	Class 25 —
Footwear and
apparel.	 		 		 	 	 	
	 
	 	 	 		 		 	 	 	
	HONG KONG 
	 	Class 25 —	 		 		 	
	 	 	Footwear.	 		 		 	
	KEWL BREEZE
	 	 	 		 		 	 	
	 
	 	 	 		 		 	 	
	(Our Docket 19101)
	 	 	 		 		 	 	
	 
	 	 	 		 		 	 	
	JAPAN
	 	Class 25 — Footwear.	 		 		 	
	 
	KEWL BREEZE
	 	 	 		 		 	 	
	
(Our Docket 18611)
	 	 	 		 		 	 	
	 
	 	 	 		 		 	 	
	JAPAN
	 	Class 16-	 		 		 	
	 
	 	Cartoon prints, cartoon strips;	 		 		 	
	KEWL BREEZE
	 	comic books;	 		 		 	 	
	 
	 	comic strips.	 		 		 	 	
	(Our Docket 18632)
	 	 	 		 		 	 	
	 
	 	 	 		 		 	 	
	JAPAN
	 	Class 25 —
Footwear [other

than boots for	 		 		 	
	KEWL BREEZE
	 	sports and horse-	 		 		 	 	
	Madrid Protocol
	 	riding boots].	 		 		 	 	
	 
	 	 	 		 		 	 	
	(Our Docket 19853)
	 	 	 		 		 	 	
	 
	 	 	 		 		 	 	
	MEXICO
	 	Class 25 —	 		 		 	
	 
	 	Footwear.	 		 		 	 	
	KEWL BREEZE
	 	 	 		 		 	 	
	 	 	 	 		 		 	 	 	
	(Our Docket 19015)
	 	 	 		 		 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 4








 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	PHILIPPINES 
	 	Class 25 —	 	 	 	 	 	 	 	 	 	 
	  
	 	Footwear, 	 	 	 	 	 	 	 	 	 	 
	KEWL BREEZE 
	 	namely 	 	 	 	 	 	 	 	 	 	 
	 
	 	shoes, sandals, boots,	 	 	 	 	 	 	 	 	 	 
	(Our Docket 19018) 
	 	slippers.	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TAIWAN 
	 	Class 25 —	 	 	 	 	 	 	 	 	 	 
	  
	 	Footwear. 	 	 	 	 	 	 	 	 	 	 
	KEWL BREEZE
	 	 	 	 	 	 	 	 	 	 	 	 
	
(Our Docket 19103)
	 	 	 	 	 	 	 	 	 	 	 	 






 

* Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 4 of 4








 




SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

LUMINATORS


As of May 31, 2009



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	USTM (ITU): TEEN
 LUMINATORS

(Our Docket 19973)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories  in illustrated form featured in books and magazines.

 Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	USTM (ITU):
 LUMINATORS

(Our Docket 19974)
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	USTM (ITU): 
LUMINATORS

(Our Docket 20059)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories  in illustrated form featured in books and magazines.	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 1 of 11 








 




 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Australia
Madrid Protocol

(Our Docket 20259)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories  in illustrated form featured in books and magazines.

	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Brazil

 (Our Docket 20230)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Brazil

(Our Docket 20241)
	 	Class 25 — 
Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Canada

 (Our Docket 20252)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in	 	 	 	 	 	 




 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 2 of 11 








 







 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 
	 	books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear, namely shoes, sneakers, sandals, slippers and boots.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Chile

(Our Docket 20253)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	China
Madrid Protocol

(Our Docket 20260)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Colombia

(Our Docket 20231)
	 	Class 16 — Publications, namely, comic books, comic	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.


Page 3 of 11 








 






 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 
	 	magazines, graphic novels and printed stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Colombia

(Our Docket 20242)
	 	Class 25 —
Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Croatia
 Madrid Protocol

 (Our Docket 20261) 
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and  printed stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CTM
Madrid Protocol

(Our Docket 20262)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 4 of 11 








 






 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Hong Kong

(Our Docket 20254)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories  in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	India

(Our Docket 20255)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Israel

(Our Docket 20232)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Israel

(Our Docket 20243)
	 	Class 25 —
Footwear.	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 5 of 11 








 






 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Japan
Madrid Protocol

(Our Docket 20263)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Korea
Madrid Protocol

(Our Docket 20264)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Malaysia

(Our Docket 20233)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in  illustrated form featured in books and magazines.	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 6 of 11 








 





 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Malaysia

(Our Docket 20244)
	 	Class 25 —
Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mexico

(Our Docket 20234)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mexico

(Our Docket 20245)
	 	Class 25 — Fobtwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	New Zealand

(Our Docket 20256)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories in  illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Panama

(Our Docket 20235)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories  in illustrated form featured in books and magazines.	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.





Page 7 of 11 








 







 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Panama

(Our Docket 20246)
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Philippines

(Our Docket 20257)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories  in Illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Russia
Madrid Protocol

(Our Docket 20265)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories  in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 8 of 11 








 








 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Saudi Arabia

(Our Docket 20236)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories  in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Saudi Arabia

(Our Docket 20247)
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	South Africa

(Our Docket 20237)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	South Africa

(Our Docket 20248)
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Taiwan

(Our Docket 20258)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories  in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 9 of 11 








 








 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Thailand

(Our Docket 20238)
	 	Class 16 — Publications, namely, comic books comic magazines, graphic novels and printed stories  in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Thailand

(Our Docket 20249)
	 	Class 25 — Shoes (except sport shoes), sport shoes, sneakers, sandals, slippers and boots	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Turkey
Madrid Protocol

(Our Docket 20266)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed stories  in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	UAE

(Our Docket 20239)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 10 of 11 








 






 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	UAE

(Our Docket 20250)
	 	Class 25 — Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela

(Our Docket 20240)
	 	Class 16 — Publications, namely, comic books, comic magazines, graphic novels and printed  stories in illustrated form featured in books and magazines.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela

(Our Docket 20251)
	 	Class 25 — Footwear.	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 11 of 11 











 






SKECHERS U.S.A., INC. II

U.S. and Foreign Status Report for the mark

MARK NASON




As of May 31, 2009




MARK NASON




1









 








SKECHERS
U.S.A., INC. II

U.S. and Foreign Status Report for the mark

MARK NASON




As of May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 	 	 	 	 	 
	Mark	 	No.	 	Class	 	[*]	 	[*]	 	[*]
	USTM

 MARK NASON 
	 	 	14110	 	 	 	25	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USTM
 THE MARK OF STYLE 
	 	 	14540	 	 	 	25	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (DIV)

MARK NASON 
	 	 	15314	 	 	 	25	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU)

 MARK NASON 
	 	 	14129	 	 	 	18	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USTM: 

ROCK NEVER DIES 
	 	 	17121	 	 	 	25	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USTM: 

 SIREN BY MARK NASON 
	 	 	17179	 	 	 	25	 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.


2









 







SKECHERS
U. S.A., INC. II

U.S. and Foreign Status Report for the mark




MARK NASON



As of
May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 	 	 	 	 	 
	Mark	 	No.	 	Class	 	[*]	 	[*]	 	[*]
	USTM (ITU):

 MARK NASON

  Goods: Leather and non- leather bags, namely,  purses, handbags, tote  bags, fanny packs,  wallets, gym bags, sport  bags, duffle bags,
rolling  bags, messenger bags,  backpacks, and luggage. 
	 	 	18831	 	 	 	18	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): 
	 	 	19855	 	 	 	03	 	 	 	 	 	 	 
	  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MARK NASON 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Class 03) 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): 
	 	 	20322	 	 	 	09	 	 	 	 	 	 	 
	  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MARK NASON 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class 09 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



3









 






SKECHERS
U.S.A., INC. II

U.S. and Foreign Status Report for the mark




MARK NASON



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 	 	 	 	 	 
	Country	 	No.	 	Class	 	[*]	 	[*]	 	[*]
	Australia TM

	 	 	14167	 	 	 	25	 	 	 	 	 	 	 







 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.













 






SKECHERS
U.S.A., INC. II

U.S. and Foreign Status Report for the mark




MARK NASON




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 	 	 	 	 	 
	Country	 	No.	 	Class	 	[*]	 	[*]	 	[*]
	Australia TM 
	 	 	14167	 	 	 	25	 	 	 	 	 	 	 







 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.














 






SKECHERS
U. S.A., INC. II

U.S. and Foreign Status Report for the mark




MARK NASON



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 	 	 	 	 	 
	Country	 	No.	 	Class	 	[*]	 	[*]	 	[*]
	Canada TM:

	 	 	19182	 	 	 	25	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MARK

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NASON

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	China TM

	 	 	14169	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM

	 	 	14170	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM:

	 	 	19858	 	 	 	3	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MARK

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NASON

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	France TM

	 	 	14171	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Germany TM

	 	 	14172	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hong Kong TM

	 	 	14173	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.













 






SKECHERS
U.S.A., INC. II

U.S. and Foreign Status Report for the mark




MARK NASON




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 	 	 	 	 	 
	Country	 	No.	 	Class	 	[*]	 	[*]	 	[*]
	Italy TM

	 	 	17171	 	 	 	25	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Japan TM

	 	 	14174	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 
	Korea

	 	 	17809	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 
	New Zealand TM

	 	 	14175	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 
	Panama TM

	 	 	14176	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.














 






SKECHERS
U. S.A., INC. II

U.S. and Foreign Status Report for the mark




MARK NASON



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 	 	 	 	 	 
	Country	 	No.	 	Class	 	[*]	 	[*]	 	[*]
	Philippines TM

	 	 	14177	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	South Africa TM

	 	 	14178	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Taiwan TM

	 	 	14179	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom TM

	 	 	14180	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Venezuela TM

	 	 	17763	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.















 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of May 31, 2009




SKECHERS’ OTHER MARKS

(not including the term “SKECHERS” and are not included on an individual report)



Page 1 of 44









 







SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	S (GLOBL LOGO) 
 for footwear 
	 	 	08471	 	 	

	 	 	 	 	 	 
	 
	“FRICTION” 
	 	 	08547	 	 	FRICTION 	 	 	 	 	 	 
	 
	“CLEAR GRIP” 
	 	 	08805	 	 	CLEAR GRIP 	 	 	 	 	 	 
	 
	“HEARTBEATS” 
	 	 	08913	 	 	HEARTBEATS 	 	 	 	 	 	 
	 
	“ENDUROLITE” 
	 	 	09239	 	 	ENDUROLITE 	 	 	 	 	 	 
	 
	“WOMPERS” 
	 	 	09577	 	 	WOMPERS 	 	 	 	 	 	 
	 
	“FOAMIES” 
	 	 	10173	 	 	FOAMIES 	 	 	 	 	 	 
	 
	“STREET CLEAT” 
	 	 	08297	 	 	STREET CLEAT 	 	 	 	 	 	 
	 
	SLIGHTS 
	 	 	10375	 	 	SLIGHTS 	 	 	 	 	 	 
	 
	S LIGHTS 
	 	 	10652	 	 	S LIGHTS 	 	 	 	 	 	 
	 
	SLIGHTS & Design 
	 	 	10631	 	 	
	 		 	 	 	 
	 
	SLIGHTS 
	 	 	10594	 	 	SLIGHTS 	 		 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 2 of 44









 







SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	(ITU) “SKECH AIR” 
	 	 	10309	 	 	SKECH AIR 	 	 	 	 	 	 
	 
	(GENERATIONS
  [work mark]) 
	 	 	10417	 	 	GENERATION S 	 	 	 	 	 	 
	 
	(ITU) PLANET S 
	 	 	10620	 	 	PLANET S 	 		 	 	 	 
	 
	(ITU) “FATSOLES” 
	 	 	10879	 	 	FATSOLES 	 		 	 	 	 
	 
	(ITU) SKLA 
	 	 	12533	 	 	SKLA 	 		 	 	 	
	 
	United States 
(GEN S) 
	 	 	11203	 	 	
	 		 	 	 	 
	“DESIGN OVAL AND ARROW ON RT. SHOE” 
	 	 	11214	 	 	
	 		 	 	 	 
	 
	“DESIGN OVAL AND ARROW ON LT. SHOES” 
	 	 	11215	 	 	
	 		 	 	 	 
	 
	(ITU) “S GEAR” 

- for footwear 
	 	 	11326	 	 	S GEAR 	 		 	 	 	 
	U .S. A. (ITU) “

CLUB S”

 - for footwear 
	 	 	11335	 	 	CLUB S 	 		 	 	 	 
	 
	U.S.A. (ITU) “CLUB S AND DESIGN” 
 - for footwear 
	 	 	11357	 	 		 		 	 	 	 
	 
	(ITU) “Uth “ 
	 	 	11417	 	 	UTH	 		 	 	 	 
	 
	(ITU) “UNSEEN, UNTOLD, UNSOLD” 
	 	 	11725	 	 	UNSEEN,
 UNTOLD,
 UNSOLD	 		 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 3 of 44









 







SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	“S TREMES” 
 - for footwear 
	 	 	11730	 	 	S TREMES 	 	 	 	 	 	 
	 
	“G-TECH” 
 - for footwear 
	 	 	11749	 	 	G-TECH 	 	 	 	 	 	 
	 
	“SKECH-UPS” 
 - for footwear and apparel 
	 	 	11819	 	 	SKECH-UPS 	 	 
	 	 	 	 
	 
	“SKECH-UPS” 
	 	 	11820	 	 	SKECH-UPS 	 	 	 	 	 	 
	 
	“HOUSE PARTIES” 

Goods: for footwear

	 	 	11825	 	 	HOUSE PARTIES 	 	 	 	 	 	 
	 
	(ITU) “SKETCHES” 
- footwear and apparel

	 	 	12034	 	 	SKETCHES 	 	 	 	 	 	 
	 
	TM/SM (ITU)
 
 “NETWEAR” 
	 	 	12045	 	 	NETWEAR 	 	 	 	 	 	 
	 
	(ITU) “SKETCHERS” 
	 	 	12072	 	 	SKETCHERS 	 	 	 	 	 	 
	 
	“STRIPE ON SIDE OF SHOE” 
	 	 	12095	 	 		 	 	 	 	 	 
	 
	U.S.A. TM (ITU)
 
 “QUANTUM”
 
for footwear

	 	 	12251	 	 	QUANTUM 	 	 	 	 	 	 
	 
	USTM (ITU) 
 S and heart design 
	 	 	12360	 	 		 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 4 of 44









 








SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of May 31, 2009







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	USTM (ITU) 
 heart design 
	 	 	12361	 	 		 	 	 	 	 	 
	 
	U.S.A.
 
 “CHROME DOME” 
	 	 	07311	 	 	CHROME DOME 	 	 	 	 	 	 
	 
	“DESIGN (ON SHOE SIDE)” 
	 	 	07469	 	 		 		 	 	 	 
	 
	“PARALLEL STRIPES” 
	 	 	07416	 	 		 		 	 	 	 
	 
	“WHAT’S THE WORLD’S COMING TO” 
	 	 	08411	 	 	WHAT THE WORLD COMING TO 	 		 	 	 	 
	 
	S  (GLOBE LOGO) - for apparel 
	 	 	08497	 	 		 		 	 	 	 
	 
	“PNEUMATIX”  — for footwear 
	 	 	10043	 	 	PNEUMATIX 	 		 	 	 	 
	 
	(ITU) “POP STARS” — for footwear 
	 	 	10129	 	 	POP STARS 	 	 	 	 	 	 
	 
	(ITU) “M.K.” — for footwear 
	 	 	10276	 	 	M.K. 	 		 	 	 	 
	 
	(ITU) “DURAFO M” — for footwear 
	 	 	10382	 	 	DURAFOM 	 	 	 	 	 	 
	 
	DESIGN (STREET CLEAT) 
	 	 	10618	 	 		 		 	 	 	 
	 
	DESIGN (WOMPER) 
	 	 	10619	 	 		 		 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 5 of 44











 





SKECHERS
U.S.A., INC. II




U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS




NOT INCLUDING THE WORD “SKECHERS”




As of
May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	DESIGN UPPER (Style #7926) for footwear 
	 	 	10674	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
 “FATSO’S”
 for footwear 
	 	 	10909	 	 	FATSO’S 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)

 “STREET SWEETS” 
	 	 	11047	 	 	STREET SWEETS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)

 “S BOYS” – for footwear 
	 	 	11088	 	 	S BOYS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	“JAMMERS” – for footwear 
	 	 	11143	 	 	JAMMERS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
 “SITYBALL” – for footwear 
	 	 	11294	 	 	SITYBALL 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
 “SWINGERS” 
	 	 	11397	 	 	SWINGERS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
 “DESIGN” – WOMPER  BOTTOM” – for footwear 
	 	 	11415	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
 “DESIGN STREET CLEAT BOTTOM” – for footwear 
	 	 	11416	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
 “SKETCH-UPS” 
	 	 	11427	 	 	SKETCH-UPS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
 “GRAFFEETI” 
	 	 	11428	 	 	GRAFEETI 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
 “GRAFFEETI” 
	 	 	11429	 	 	GRAFEETI 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Service Mark
 
 SKETCH-UPS 
	 	 	11430	 	 	SKETCH-UPS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GRAFEETI (ITU) 
 SERVICE MARK 
	 	 	11431	 	 	GRAFEETI 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 6 of 44









 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”







As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	GRAFFEETI (ITU)
 SERVICE MARK 
	 	 	11432	 	 	METROS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	“METROS” — for Footwear 
	 	 	11712	 	 	DOLLIES 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	“DOLLIES”—for footwear 
	 	 	11731	 	 	WINSKECHER S. COM 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	“WINSKECHERS.COM” — (ITU) 
	 	 	11855	 	 	WINSKECHER S. COM 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	“WINSKECHERS.COM” — (ITU)  SERVICE MARK 
	 	 	11856	 	 	WINSKECHER S. COM 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	“S DESIGN ON THE SIDE OF SHOE” 
	 	 	09052	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	“WELCOME TO THE PARTY” 
	 	 	10934	 	 	WELCOME TO THE PARTY 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
 “PLATFOAMS” — for footwear 
	 	 	11018	 	 	PLATFOAMS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SKOOTERS 
 TM (ITU) 
	 	 	12279	 	 	SKOOTERS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TM/SM (ITU)
 “WEBWEAR” 
	 	 	12044	 	 	WEBWEAR 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	“DESIGN (SQUARE ON SIDE OF  SHOE)” . 
	 	 	07736	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	“DESIGN (ON SHOE TONGUE)” 
	 	 	07447	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	“BLASTERS” 
	 	 	11046	 	 	BLASTERS 	 	 	 	 	 	 
	  
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
  “STRETCH-FIT” – footwear

	 	 	12046	 	 	STRETCH-FIT 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 7 of 44









 






SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”





As of
May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	(ITU)
 
 “S GIRLS” 
	 	 	10779	 	 	S GIRLS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU) 
 THAT TOO 
	 	 	12747	 	 	THAT TOO 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU) 
 QUADS 
	 	 	12848	 	 	QUADS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU) 
  S GIRLS 
for footwear  and apparel 
	 	 	12860	 	 	S GIRLS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU)
   FIRST STEP 
 for infant  and toddler shoes 
	 	 	12867	 	 	FIRST 
 STEPS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM:
  PLUS ONE
	 	 	12899	 	 	PLUS ONE	 	  	 	 	 	 
	 
	(ITU) 
 STRETCHABLES
 for footwear

	 	 	12901	 	 	STRETCHA
BLES 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
STREET SKATES 
	 	 	12923	 	 	STREET 
SKATES 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
ROAD SKATES 
	 	 	12924	 	 	ROAD 
 SKATES 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
ENERGY QUADS 
	 	 	12996	 	 	ENERGY 
 QUADS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
ROLLERBOARDS 
	 	 	13005	 	 	ROLLER
 BOARDS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
TRI WHEELIES 
	 	 	13070	 	 	TRI 
 WHEELIES 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
POP WHEELIES 
	 	 	13071	 	 	POP 
 WHEELIES 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
SHOE DESIGN
 (Quarter Brace) 
	 	 	13084	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
3 WHEELERS
 (Class 25 for apparel) 
	 	 	13097	 	 	3 WHEELERS 	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 8 of 44









 






SKECHERS
U.S.A., INC. II




U.S.
AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS




NOT INCLUDING THE WORD “SKECHERS”




As of
May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	USTM Use Based  3 WHEELERS (Class 25 for Footwear) 
	 	 	14227	 	 	3 WHEELERS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU)
 3 WHEELERS
 (Class 28 for roller skates) 
	 	 	13098	 	 	3 WHEELERS 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM  S and design (sideways “s”) 
	 	 	13260	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
 S LAND
 25 for footwear 
	 	 	13276 	 	 	S LAND 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 

 S VILLE 
 25 for footwear 
	 	 	13277	 	 	S VILLE 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 

 STREET SKATES USA 
 16 for magazines 
	 	 	13299	 	 	STREET SKATES USA 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 

 ROAD SKATES USA 16 for 
 magazines 
	 	 	13300	 	 	ROAD SKATES USA 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
 QUADS USA 16
 for magazines 
	 	 	13302	 	 	QUADS USA 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(ITU) 
 CHEAP SKATES USA 
 16 for magazines 
	 	 	13306	 	 	CHEAP SKATES USA 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 
 3 WHEELERS and design 25 for 
 footwear and apparel 
	 	 	13345	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM 
 USE BASED
 DESIGN (“B”)
 28 for roller skates 
	 	 	13349	 	 	 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 9 of 44









 






SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”





As of May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	USTM ITU
 
 DESIGN (“B”) 
 25 for footwear and apparel 
	 	 	13350	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ITU 
 DESIGN (“B”) 
 18 for bags 
	 	 	13351	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ITU 
 DESIGN (“B”) 
 for safety equipment for roller  skates 
	 	 	13352	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USE BASED 
 3 WHEELERS and design 28 for  wheeled footwear 
	 	 	13440	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM 
 DESIGN 
 Double-Sided Serrated Trim 
	 	 	13490	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM: DESIGN

 (SLIPPING MAN) 
	 	 	13694	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 

 ALL DAY COMFORT
 25 for footwear

	 	 	13774	 	 	ALL DAY COMFORT 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 

 DESIGN ON RIGHT SIDE OF SHOE
 (WALSH) 
	 	 	14230	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU) 

 DESIGN ON LEFT SIDE OF SHOE
 (WALSH) 
	 	 	14231	 	 	 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 10 of 44











 








 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKEGtiER .S.AfJi p U.S. AND FOREIGN TRADEMARK REGISTRATIONS AN j-jp JpNS
SKgCHERS1 MARKS NQJJNCLUDING THE WORD’*Sk cHEi
i ;&$& -\ As of May 31,
2009 COUNTRY DKT DESIGN OF SERIAL NO. REG. NO.
STATUS
        , NO. MAR* FILING DATE DATE ft y ;glfe g g
WllSl fiH 111 -y;:§ aiM ia ifeia
il ;;v’rl:;’ll K8 llll;
: R Ps i is  — csia? :?ji§ A
- jfg f jjgiarj,i’r’S’” -:i
‘ .K’-;/, . ¥i J:.AWI ;F’5.- IfSSSKv :?Bi’i;!’/;’
A ‘i\t- ‘&1:-’SSft iWU’i’S*-r
Sl i*?SS? 5f 8P PttJ
‘W-S :
%v*Kp;:tef%;i’ : ps astiB
- 0Ff :;:;;M;iy:- ; iv.:-
USTM: S and design 15049 — O 78/336,350 2,916,380 DECLARATION
OF USE DUE 01/04/2011 (j r) 12/04/2003 01/04/2005
REGISTRATION RENEWAL DUE 01/04/2015 . fe. : .
        .;. Sy . Class 25, Footwear y ,”. • -C’
J;g ; i : Up fe ;i*ppp c:E feHSi§lilM ffla t Silia ‘ • ililllmligK; l lRB i ffi li,’r li l li? S*
l i SKl S liSijfely ;uSM§l:5 fe sSSIB liS iMftSl ‘Sf;
(B S-lliliSSB lifei -:’ a?i§Bi
S lfj tSBlilS pi0:-:BSj’ifKJfe)iMllil:if S;-
P i i(c!l “•l =*li§aifipSlsiPfeJ::pPP
S 3 9!ft !ff f CSTM
r?WlRl Bl!I:”’’K;“BSSalS I — 5n R iw8:
‘:Sfi ffilp :”‘£%.;. j;’r S -S— Pi.;
“t’ SlSv;’’•’ ‘•’
•Vv !;i:’’3ll’ft;Kft: /-; — ‘S ?lt-S’ffi*"'
X:-?°vr :’S;:...’:’y
/•i’..-.:.-!-Si;SS • 1 /"-X ‘- -’W USTM
(ITU):-SKEVLAR’’ 15445 SKEVLAR 78/465,648;:, “ : T
•A” f BN:E§i;2l2ff2 : ,-. : : f
‘ • 08/11/2004 t273lO/?f3it: g p&-SH onfirming withdrawal of
application; v •""'.•’ 12/30 0P5 l ttfrt0i;USPTOforwithd
:T2 -9/2t b’i5:£ USTM (ITU): TWISTERS 15447 :
TWISTERS 78/461,752 ‘ :A ANJ S §2ia6?;per;SKX : ‘"\
        .t .- '' • ..’ .•’• 08/04/2004’ ‘.”. v ;’
•’• ‘:0M 2:0 ;S pi ?psiQns-from
SKX.toabandon :
;S:’=:flK 5 ftPSi! Sj ‘ •
jS ftfi gfT;wll; e
WSi Page 11 of 44
:;’S v Qf p5p4jS jl Jin
        .; y’ *;;;;@8 2f S ffa ed} :prej
“a p catibnvyg tfeciJigiw- .





 









 






SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS
SKECHERS’
MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of
May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	USTM (ITU): STUDIO L.A. 
	 	 	15646	 	 	STUDIO L.A.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (USE): ALL 
 DIRECTION COMFORT 
	 	 	15664	 	 	ALL DIRECTION
 COMPORT
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (USE): ALL  DIRECTION COMFORT and  Design 
	 	 	15665	 	 		 	 	 	 	 	 
	 
	USTM: SKEVA 
	 	 	15821	 	 	SKEVA
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): LARRY LEGEND 
	 	 	15850	 	 	LARRY LEGEND
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): BIRD 33

 Owner: Larry Bird

	 	 	15851	 	 	BIRD 33
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): BIRD 33 MVP 
	 	 	15852	 	 	BIRD 33 MVP
	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 12 of 44









 











 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERS J.S.A., IN€m O
U.S. AND FOREIGN TRADEMARK
REGISTRATIONS AND A PLigiflONS
SKECHERS1 MARKS NOT
INCLUDING THE WORD ''SKECHERS’1
As of May 31.
2009 COUNTRY DKT DESIGN OF
SERIAL NO. REG. NO. STATUS NO.
MARK FILING DATE DATE USTM
(ITU): H and design 16177 /—~ -
78/662,663 Not SOU DUE 08/0172009 -
No further extensions allowed.
(Hurricane Design) / S 07/01/2005
registered 04/20/09 — Filed SpU with
PTO. j N \_J\\ — 04/20/09 -
R ceiyed.signed SOU form from SKX.
Class 25 — Footwear, v Lr-iJ j
rQ4/13/09 SeW
!$0U-fbrm for signature,
wristbands, shirts, t-shirts and v. J
‘:’ ‘"' ‘ 04/10/09 — Receive
specimens, sweat shirts. ./___S
04/09/09 — Received.first use date of
November 29, 2005. 04/07/09 -
Sent-reminder; .-.•.. :•:.::.’
01/20/09 — Fil d::5th:RET with
PTO. , : -{•;’.
1i/Q9/08feSeflfcreminderto
SKX. i ,,,• ‘;’
        .’:,-;.’-,-•;.:,; 07/28/08’-ReCeiVed pproval of
RET from PTO; ,.,•,..’ ;
07/21/08 — Filed Rgrwith PTO.
        ,:6&£?4;:,.’. 05/28/08-Sent rernift
SKX. ! ‘? Stf 02/07/08 -
Receiy ed: pgiyal of 3rd RET
from PTO. : rt£ji,i- . .
01/30/08-Filed S RfitiMth PTO.
; — 01/10/08-ReceiyedHSsl ictipns
to file 3rd RET.
‘-;-:.r H : “ 06/13/2007 -
Sent M;rirrilricler to file 2nd
RET or SOU. — 02/05/2007-Received
Approval of RET from PTO. ;.
- 01/29/2007-Filed RET with PTO.
01/22/2007 — Reminder to SKX to
file RET or SOU. -. r.v
12/20/2006 -Sent to SKX-theTESS print out
relative to application.
11/13/2006 — Sent reminder to SKX
re SOU. 10/24/2006 — Sent reminder to
SKX re SOU. 08/08/2006 — Requests
first use out-of-state date and
specimens. 08/08/2006 — SKX requests
preparing SOU. Informs first shipment
date of December 26, 2005. 08/08/2006
- Sent Notice of Allowance to
SKX. 08/04/2006 — Received Notice
of Allowance from PTO. ,
05/04/2006 — Sent status report to
SKX for H design and Hurricane.
04/25/2006 — Sent to SKX the
Notice of Publication. 04/24/2006 -
Received Notice of Publication from PTO.
02/17/2006 — Filed response to office
action online. 02/10/2006 — Received
first use dates and the h design
mark to use for the trademark.
02/03/2006 — Sent all 5 versions to
SKX. 02/03/2006 — Received 5 versions
of the h design mark. 02/03/2006 -
T/G with Joe Santos re h design
drawings. 02/01/2006 — Received
identification of goods from SKX.
01/30/2006-Fax to SKX re Office
Action. 01/30/2006 — Fax to Joe
Santos requesting a amended drawing of
the mark. 01/30/2006 — Received
Office Action from PTO.
Page 13 of 44
07/06/2005 — Informed
Skechers of filing date and application • . rtumhor ac
uroll ac-fnroinn filinn rioaHtino





 









 











 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERSC.SA; Hj S -v O U.S. AND FOREIGN TRADEMARK
REGISTRATIONS AND APPLIGAf IONS SKECHERS1 MARKS NOT
INCLUDING THE WORD “SKECHgRS11 ;;V ‘
;Tr’;.:” ;. ; -’• As of
May 31,2009 COUNTRY DKT DESIGN OF SERIAL NO. REG. NO.
STATUS; V
NO. MARK FILING DATE DATE
r::; sSp lfIS iJ j: W
:-’-’’ f : -/’¥;’-v.g-?s::gfffflf;-
‘ SiKJ-j lSgWMt-iKM K’-:lK ;f’ '''—ff f’¥;:
‘ Xf:-:-:’"- MKi S fettHffi &iei;rouse ‘:i- -is ;j
USTM: 17012 AIRATORS 78/795,064 3,437,984’ DOU DUE 05/2772014
01/19/2006 05/27/2008 REGISTRATION RENEWAL DUE 05/27/2018
AIRATORS 06/03/08 — Sent registration certificate to SKX.
r ___Class 25 — Footvvear. : ;immmmtMSM si p-ffi i ppftg/h?’it §fi g§f•;%
ip;;ft:ri l—;tip jiap aiS gf S iraB
S; m g pjiS’llilii3is ;:i®? g i6lSKys?illff
llSfeiv7’ .vAEi gsa USTM: :
;d1.7071 HURRICAN 78/819991 3,251,076 DOU DUE 06/12/2013 f”
r’?-Gfr E 02/21/2006 06/12/2007 REGISTRATION RENEWAL DUE 06/12/2017
:;; : HURRICANE Wi?’; 06/19/2007 -Sent
original certificate of registration to SKX. ‘"'*?’:’ Class 25
for footwear.
        . — Page 14 of 44






 









 













 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERSQ O U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND
ARpi-liSlONS SKECHERS1 MARKS NOT INCLUDING THE WORD
''SKECHERS11 y-.X — As of May 31.2009
COUNTRY DKT DESIGN OF SERIAL NO. REG. NO. STATUS NO.
MARK FILING DATE DATE USTM(ITU): 17072 HURRICAN 78/820,038
Not 4th RET OR SOU DUE 10/30/2009 E 02/21/2006
registered 02/18/09 — Received Approval of 3rd RET.
HURRICANE 02/10/09 — Filed 3rd RET with PTO.
10/09/08 — Received Notice of Approval of RET. Class 25
- Apparel, namely, 10/01/08 — Filed 2nd RET with PTO.
sports jerseys, sweaters, tops, 07/29/08 — Sent reminder to
SKX. trousers, pants, shorts, 03/20/08 — Received approval of
1ST RET. jackets, coats, pullovers, 03/12/08 — Filed
1st RET with PTO. underwear, headwear, hats, 11/03/2007
- Sent Notice of Allowance to SKX. caps, visors, socks,
belts, 08/27/2007 — Filed Agreement to Consent to Register and Use
with gloves and wristbands, . PTO. excluding tlapjsg to
fr- ,-, 08/27/2007 — Received signed Agreement froni;tJW ;Counsel.
commemoi4te.’ia;professional ;5How’: 08/23/2007 — Sent signed
Agreement to UM counsel: hockey tea.rjj elating to or , ,
rttegisu/ 08/21/2007-Sent Agreement to Consent to Register and Use
to promoting a university. ; UM counsel. ‘;’.’...
: :~::.:::\,: -.-::w’,. 06/29/2007 — UM agrees to limitation of
goods and will await draft agreement.
:. 06/28/2007 — SKX agrees to proposed limitation of
goods. 06/26/2007 — The University of Miami is amenable to
Skechers’
        , amended ID of goods to exclude those to commemorate a
collegiate team. 05/23/2007 — Advised SKX of possible
opposition and prepared proposition to amend ID of goods to
“exclude those to commemorate a collegiate team”. 05/21/2007
-r Received Extension of Time to Oppose from PTO. 04/17/2007
- Received Notice of Publication from PTO. 11/29/2006 -
Received specific identification of goods from SKX. 11/29/2006 -
Req. more specific identification of goods for apparel. 11
/29/2006 — Filed response to OA with PTO. 11/28/2006 -
Received draft responses from SKX. 11/22/2006 — SKX advised
preparing response. 10/25/2006 — Send reminder to Scotti re
O.A. due. 10/16/2006 — Sent 1*’ reminder to SKX re O.A.
due. 05/30/2006 — Sent Office Action to SKX. Requested whether
SKX should obtain a letter of consent from registrant of
HURRICANE in stylized script, purchase it, or file a petition
to cancel the registration. 05/30/2006 — Received Office
Action from PTO due to confusingly similar mark to
registration no. 1772683. 02/23/2006 — Sent confirmation of filing
application online to SKX. 02/21/2006 — Filed trademark
application online. 02/21/2006 — Received signed trademark
application from SKX. 02/10/2006 — Received first use dates,
Page 15 of 44 02/10/2006 — Received instructions to use drawing #4 logo and
to filo a itca-Hacari armltr*atinn for fnntmioar anrl a
censaralo 1TI LhacoH





 









 











 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERSQ.SA:;WC,jB;-r D U.S. AND
FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS1 MARKS
NOT INCLUDING THE WORD “SKEGHEftS11 ;:
•’•;”**:* As of May 31.2009 COUNTRY DKT
DESIGN OF SERIAL NO. REG. NO. STATUS NO. MARK FILING
DATE DATE USTM(ITU): 17099 X “ *5*”
78/821,660 Not 5m RET OR SOU DUE 07/16/2009 /
” 02/23/2006 registered 01/08/09-Received Notice of Approval of
Extension Request. H DESIGN . (“TUn 12/29/08-Filed;4th RET
with PTO. V LnJ j 11/09/08-Sent reminder. ‘ Class
25-Apparel, namely, V J 07/15/08-Filed 3rd RET with PTO.
tops, shirts, blouses, t-shirts, gS___/ 05/28/08-Sent reminder to SKX. sweat
shirts, sports jerseys, 01/16/08 — Filed 2nd
RET with PTO. sweaters, bottoms, trousers, 05/02/2007 — Sent
Approval of 1st RET to SKX. pants, sweat pants,
shorts, 04/26/2007 — Received Approval of 1st RET.
jackets, coats, overcoats, — - 04/18/2007 — Filed 1st RET
with PTO. .; ,. pullovers, jumpers, dresses, ,;i•,-..
04/12/2007-Sent.1s1:RET.orSOU reminder.
        ,r: r jjr ; .; skirts, beachwear, swimsuits, it-AiSv,
01/23/2007-Sent NoticeofMfQwance to SKX. •l •% underwear,
lingerie, headwear, ;cce s; 01/19/2007 — Received NofieeW’Allowance from
PTO. .i. ti”.: hats, caps, beanies, visors,
10/10/2006-Sent to SlO tfte otice of Publication. ties,
socks, belts, gloves, -• “•"€?’ 10/09/2006-Received Notice’ibf Publication
from PTO. • :,,( /scarves and wristbands. -•::€•/ 06/07/2006 -
Filed response to O. A. with PTO. . — 06/06/2006 — SKX
confirms to identify goods the same as the earlier filed
application. -, 06/05/2006 — Received Office Action from PTO.
        ..-.- 05/30/2006-Adyised:SKX to identify the goods the same as the
r earlier filed application for H Design in color.
05/29/2006 — Examiner requested a more specific identification of goods
for apparel; SJ            a: ; ; 02/23/2006-Filed
        .application online. . ., 02/21/2006 — Received signed application
from SKX. 02/10/2006 — Sent application to SKX. 02/10/2006 -
Received first use dates. 02/10/2006 — Received instructions to
use drawing #4 logo and to
file a use-based application for footwear and a separate ITU-based
application for apparel.
02/03/2006 — Email to Jim five drawings.
02/03/2006 — Fax to Phil five drawings.
02/02/2006 — Philvrequested we open a docket for the
mark . ; ;K M!*;’S;1Igis ; : ; -;Sili ;;pi®
S p& jp5WSg Bpg i ?iSgf jjKfe5’:•:. if;®K?;wS;si;;SK* :;;:ji ZjiKljKt:
1: : r—£l$& • ‘SR fi$g::fiSlaf S 9ftWS*SftTMfe
ll§li! llllll i i:?.§ 0y :fe0t i Sf \ ijjjgljjgj&gf
llS?Bi*i fK& KK SSiF’-’’ “4” :*;-5§
?JS?fft 8ii §S§:si ;y re.s; ; sp ep f:; *5ly IllSHIl
S8i SiSiSillK SB ;§’;i::;-r ft” W&&4’,’’ • f W*
K S sS If i’SSfSfv’ K •’•;’foolwfea ndi’apiJarel gtf rtVS
:’-fep JS ‘ Jf;a:P;-’t '' }—:’ — K ''-.
ftfcgttS lp-%; Page 16 of 44






 









 











 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERSG.SA.4fe ;; O U.S. AND FOREIGN TRADEMARK
REGISTRATIONS AND APPLIfATIONS SKECHERS’ MARKS NOT INCLUDING THE
WORD nSk§CHli M
as of May
31.2009 COUNTRY DKT DESIGN OF SERIAL NO. REG. NO. STATUS
w NO. MARK FILING DATE DATE :... y,:-.*. ...-;,...::•
• . :’. • . , USTM: 17543 WORD 78/960,584
3,403,616 DOU DUE 03/25/2014 — • MARK 08/25/2006
03/25/2008 REGISTRATlQNrRENEWAL DUE 03/25/2018 SKECH-AIR 03/31/08
- Sent registration certificate to SKX. Class: 25 Class 25
- Footwear. Goods: Footwear      , .. *___USTM
(ITU): 17662 WORD 78/965,566 Not 5th RET or SOU DUE
11/29/2009 MARK 08/31/2006 registered 05/21/09-Notiet of Approval
of Extension Request. CRIX 05/13/09-Filed 4:h RET with
PTO. 03/23/09 — Sent reminder. Class: 25 Jo ,-
10/27/08 Received Approval of 3rd RET. Goods: Footwear
/Qy~ .. 10/20/08fe:Filed 3rd RET with PTO. :
OS;—f; 10/15/OSfes Deceived instructions to file
3rd RET. — ; /06-. b- 1Q/15/08S5entiremindertoSKX.
-i ..:•’: •; OS/Sq/OS Received Approval of 2nd
RET. -:.,,: — 05/22/08 — Filed 2nd RET with
PTO. 12/06/2007 — Received Approval of RET.
        ,:.,-.— 11/28/2007-Filed 1st RET with PTO. : 06/01/2007
- Sent Notice of Allowance to SKX.
- 02/21/2007-Sent Notice of Publication to SKX. 02/20/2007 -
Received Notice of Publication from PTO.
10/23/2006 — Sent foreign filing letter to SKX.
10/20/2006 — SKX request status of application.
09/01/2006 — Received confirmation copy of signed application.
08/31/2006 — Filed application with PTO.
08/31/2006 — Received signed application from SKX.
08/30/2006 — Sent ITU application to SKX.
08/30/2006 — SKX instructed to file ITU application to register the
mark CRIX in jCjia ; 25 for footwear. Il ttipp
sffllfil?’l rtlsll?ltS pl Sl5HI8I8I lllliliftlSlS 11111181 f SIf 181
Hllli—‘:fi8lf ‘Wl KKUiQij8ffil Ji iHf lWi SB Ipft lH 8!jglllf infills
yjgg-JSfISsff ;aig l ! g ;J IftffffllS H lS B’
;Kp;:?i v ;P?SW SSSK- SSI USJM (\T\J): 17863 WORD
77048313 N/A DOU DUE 03/18/2014 MARK 11/20/2006
REGISTRATION RENEWAL DUE 03/18/2018 SKECH TECHS 03/25/08 -
Sent registration certificate to SKX. I Class 25 -
Footwear. Page 17 of 44






 









 












 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERSQSA;iNCJt6’:’r’ C) U.S. AND FOREIGN TRADEMARK
REGISTRATIONS AND APFLIGATIONS SKECHERS1 MARKS NOT
INCLUDING THE WORD “SKECHERS” . • ;::!;-
: As of May 31. 2009 COUNTRY DKT DESIGN
OF SERIAL NO. REG. NO. STATUS NO. MARK FILING DATE DATE
        .’; “... USTM: 17877 WORD 77/063,700 3,296,644 DOU DUE
09/25/2013 MARK 12/13/2006 09/25/2007 REGISTRATION RENEWAL DUE
09/25/2017 SUPER-Z 10/01/2007 — Sent original registration
certificate to SKX. Class 25 — Footwear.
ysTife.fe,;,’ ,,v,;•,: : -Hfe?skv;; :i 0ffK§tf§i tt ; ;•
;;.g60j§gi smim y ;a Mig SaiBiMpiafefri;?QBi2©09.:-. •:- — ua i
        ,x.§ fl f ilwjlill; •, : HiJM: WiH K: WKi m 3§ MSS l l
Si8ilSiSlpip pia aBfs(- -::y “, . ‘mj
\sei M :’1 ‘m ;:—.’: USTM: 18114 ~ jm
77/427,289 3,488,571 DOU DUE 08/19/2014 ‘•’ ..
03/20/2008 08/19/2008 REGISTRATION RENEWAL DUE 08/19/2018 : A
DESIGN .- 08/25/08 — Sent registration certificate to SKX. ;
‘ • “:’ • ‘ Class 25 — Footwear. ___! USTM
(ITU): ‘-J.. 18186 WORD 77/427,132 ‘;’"'WA 15T RET
OR SOU DUE 09/03/2009 ‘ v” “‘;:-’ MARK
03/20/2008 03/09/09-Received Notice of Allowance. ; SPRINKLES :
11/24/08!-Received notice of publication. j ,
07/30/08 — T/C with Jim and will discuss with Phil 05/08/08
-Sent office action to SKX. 04/28/08 — Received office
action. 03/20/08 — Filed application with PTO. 03/27/2007
- Sent ITU application to SKX for signature. .’: 03/26/2007
- Received instructions from Phil to register the mark. ‘
g pi 4s#i&;liSvt;—v j:§;i g ip g pSfei
l 7 / 92 6!3j;£K:gti;Sit : gili§ia§Bili Ma2/2i§m :-:
‘ •SSSPHif S§Sl l®ISs:;f;.S fi*; si
:Sf g fff!fS! f HCl iSiP J
-BUNliE’gfy f ffia
:USTaa03g :.y:;:.;V.A;gSa;:y- :;:e&t :
:1?ilIpv jgl j l
5j p §Kffi tfefinu;*5S;efWipia8l pS*S}-’
‘ : '':. ;ilfClil •bun jlag s:-:.
g24:pifcr a,:rSSi JiMiEM aigilglalroO A ,
;:s;Si f §f i?:f gsg g nll lilHSliBH
lilB@i iS Slipi plpES 5lf:9 : -jsiti ip s
l Pf lifis li’ IlliPiflil lli ilil sifi ig psapisi5rt-fT%i’pT gBv •
Page 18 of 44





 









 












 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKEC H ERSJ. S. A. f INGJI Q U.S. AND FOREIGN
TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS NOT
INCLUDING THE WORD “SKECHtRS” \ : • :•* •:’;• ‘ As
of May 31. 2009 COUNTRY DKT DESIGN OF SERIAL NO.
REG. NO. STATUS ; NO. MARK FILING DATE DATE ‘
‘ V’’.-’’’ USTM: 18591 WORD 77/235,218 N/A 4tn
RET OR SOU DUE 02/05/2010 ~ MARK 07/20/2007 05/27/09 -
Filed 3ra-RET with PTO. POLKA-DOT 05/24/09-Sepl
reminder. 02/06/09 — Received approval of 2nd RET.
01/29/09-Filed 2nd RET with PTO. 12/14/08 — Sent reminder.
•"•’’• 11/09/08-Sent reminder. 09/16/08 — Sent
reminder 07/28/08 — Received Approval of 1st RET from
PTO.’ •’ 07/2iy08I-Filed 1SU : RETwith PTO
;,a.06/09/08’ Sent reminder to SKX.- -
X. i 02/09/08 — Sent rerrtmder to SKX. : ;
; — ;iowa; 02/07/08 — Received notice of
allowance from the PTO. ..”;-:”.. : “:.,. 10/31/07-Sent
Notice to 10/29/07-Received
Notice of Publication from the PTO.07/20/07 — Filed application with PTO;;
•’ 07/18/07 — ReGeived instructions to file application
from SKX. ‘"'' sl-SfcBfi i©: il il lSS illlil if
SlSISli iWlftiSlilS*Kjis g f ;;li:-g -?fftHi
liS i lyfl  —  f ! ;:r; ‘lilllllffiS f S E
:*0pi ISSl AJSil l’MS 3 ISf SJ:® ljl;mft s
‘;l pi lilili H PP KS ®*: :3 i @;
las i io a ifeijat: jy ; ::?f’ :’j ‘i& ‘x •’ s g ife”
USTM(DIV): 18923 HOT FUDGE 77/975,233 Not 3“1 RET OR
SOU DUE 12/24/2009 09/06/2007 registered 05/27/09 — Notice Of
Approval of Extension Request. HOT FUDGE 05/18/09 — Filed
2nd RET with PTO. 03/25/09 — Sent reminder.
Class 16-Publications, 02/12/09-ReceivedI approval of 1st
RET. namely, comic books, comic 01/12/09 — Filed 1st
RET with PTO. magazines, cartoon prints, 12/11/08 — Sent
reminder to file 1st RET or SOU. graphic novels
and printed 10/15/08 — Sent reminder to file 1st RET or
SOU. stories in illustrated form 09/16/08 — Sent reminder
to file 1st RET or SOU. featured in books and
07/25/08 — Sent“reminder to file 1st RET or SOU.
magazines. 06/26/08 — Received Notice of Allowance. 03/17/08
- Received Notice of Publication from PTO. 01/28/08 -
Received completion of divisional application from PTO.
I I 12/18/07 — Filed divisional application for goods in
class 16.
Page 19 of 44





 









 












 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERSQSA, : .—:—‘.. O U.S. AND FOREIGN TRADEMARK
REGISTRATIONS AND APPLICATIONS SKECHERS1 MARKS NOT
INCLUDING THE WORD “SKECHERS11 ‘ •;;
‘ ‘: ‘ As of May 31.2009
COUNTRY DKT DESIGN OF SERIAL NO. REG. NO. STATUS-
C’” NO. MARK FILING DATE DATE USTM: , 18696
/ x 77/335,555 3,461,995 POP DUE 07/08/2014 ; //3r?\
11/21/2007 07/08/2008 REGiSTRAT-lON RENEWAL DUE 07/08/2018
DESIGN (PHOENIX) \WW 07/15/08 — Sent original certificate to
SKX. jijflfj/ Class 25 — Footwear. '''I1’*
&A1MJZM Sa gppil
ifs m&l
-Sa y : :-j im K’ A ?, uj afg ‘$0% ‘lif fe’” ‘Hu
USTM (ITU): 18763-.,,. 77299888 n/a 2” RET OR SOU DUE
07/08/2009’-“k’-c-”..10/09/2007 01/13/09 — Received
approval of 1st RET. NANOLITE -: : . ; ,;
01/06/09-Filed 1st R€T with PTO. S;ir: 11/06/08-S.ent
reminder to SKX. Class 25 — Footwear. ::-•:..
07/10/08-ReQeiyed Notice of Allowance. .Class 17-Plastic materials
‘—..,!:,•, : 04/01/08-Received Notice of Publication from
PTO. used for making footwear and — . 02/09/08 — Filed
resjbonse to office action, apparel. ; . ; .
11/19/07-Receive’d the office action from PTO. 10/09/07 -
Filed application with PTO.
09/29/07 — SentKITU application to SKX.
09/27/07 — Received instructions to file trademark. i lil
IP* imm mi asa M s BaB :lfl tt sll P
‘:9Manmfi if§gi &oi
rTJ J life-fe ;-•’c::::J :r-::- . EF’S’tj t t
‘: :Wit fS’KX m & fi
:..: f4fry
USTM (ITU): 18840 77323121 n/a 10/13/08-Advised SKX of proposals.
11/06/2007 09/11/08 — Received a Notice of Suspension.
SPRINKLES 08/04/08 — Filed a response to office action.
07/14/08 — Sent reminder to respond to office action.
05/08/08 — Sent reminder to respond to office action.
04/08/08 — Advised SKX of office action.
02/02/08 — Received office action.
11 /06/2007 — Filed trademark application with PTO.
10/29/2007 — Sent ITU application to SKX.
10/26/2007 — Received instructions to file trademark.
Page 20 of 44





 









 












 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERSQ.S.A:! Mpfe-\ U.S. AND FOREIGN TRADEMARK REGISTRATIONS
AND APPLICATIONS SKECHERS1 MARKS NOT INCLUDING THE
WORD “SKECHERS” ___. ‘C As of May 31.2009
COUNTRY DKT DESIGN OF SERIAL NO. REG. NO. , STATUS ,.,
        , NO. MARK FILING DATE DATE •. -’.;
;- • USTM(ITU): 18863 77/335,280 Not 2na RET
OR SOUiDtUE 07/08/2009 ‘11/21/2007 registered
01/13/09-Re iveftapproval of 1st RET. ROCK THIS WAY
01/06/09- Filed 1st RET with PTO. 11/06/08 — Sent
reminder to SKX. 07/10/08 — Received Notice of Allowance.
04/01/08 — Received notice of publication. 11/21/07 — Filed
application with PTO. 11/11/07 — Sent ITU application to
SKX for signature. 11/07/07 — Received instructions to file
trademark. Class 25 -
Footwear!; .. .:.- USTM(ITU): ,oi-v 18974
77/529,889 Not—” 03/11/09- Filed response to office action. j—..
e-Sffi* 07/23/2008 registered* 02/17/09 — Sent draft response to
office action to SKX for review. RELAXED FIT ,4f.
-?- . 02/11/09- Received instructions to overcome rejection:
;-4Sl ;; 02/11/09 — Sent reminder to
SKX. “•"•’•’- 12/10/08-Sent reminder to SKX.
11/07/08-Received office action.
07/23/08 — Filed application with PTO.
07/23/08 — Received signed application.
07/22/08 — Sent reminder. -
01/02/08 — Sent application to SKX for signature.
l i Wggfeterfiti aySifttiSI iff •i-’ ffliS
!;f :f gps lfffi lift : V : sil*g:BSf;;f ilaiHSiS
ipSillHH H8ill li iJlil Hpft i;i:regi ireil :• S •
-vrTM fg;f €fS “ ;:
•’; il;il’l S-.:’ aiSliy l liSif fi
fisff;:s i:§: iffjllBllilffi If: j;i;t’
vl S tl gite ftl?- “ '''M$tff®(F
-’:’: is&4-; •:\:-iBiaf WALK.&
WORK OUT;!Ka;:S’;r::-:’ /
•"'' : GlaSs-25 :FaB ieaSgjj’; S
Page 21 of 44





 









 












 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERSC SAJifejp’: O U.S. AND FOREIGN
TRADEMARK REGISTRATIONS AND APPLIGATl€)NS SKECHERS1 MARKS
NOT INCLUDING THE WORD “SKECHEMs”
        .’:’"-.’ AsofMay31.2(?0£ COUNTRY DKT DESIGN OF SERIAL NO.
REG. NO. STATUS ;’: I! NO. MARK FILING DATE
DATE , -;l “‘..”. ,.’• USTM(ITU): 19159 Word
77409,050 Not 2nd RET OR SOU DUE 08/29/2009
MorL- 02/28/2008 registered 02/10/09-1"'RET Accepted. NANOLITE
lviarK •.-.;; 02/10/09-Filed 1st RET with PTO.
12/15/08 — Sent reminder to SKX. ., ; ;
11/09/08-Sent reminder to SKX. ;.:’•.’ 08/28/08 Received
Notice of Allowance. 05/19/08 — Received Noticte of Publication.
02/28/08 — Filed application with PTO. 02/11 /08 — Sent
application for signature. 02/08/08 — Received instructions to file
back-up application for the mark NANO LITE., . ‘•,;•
Class 25 — Footwear. ;?:v •fcW pi ;’irS2 iJ S£
;*;irp c if?Smjj: @i Hi
:’::Bt j — USTM/SM (ITU): 19405 77/504,707
Not 04/14/09-Received notice of publication. 06/20/2008 registered
03/20/09 — Filed response to office action. HAMSTERFLY PICTURES
10/16/08 — Sent reminder. 08/21/08 — Received office action
from PTO. 06/20/08’- Filed application with PTO. 06/20/08
- Received signed application. 05/12/08 — Sent 1st
reminder to SKX. 05/05/08 — Sent ITU application to SKX.
04/30/08 — Received instructions to file application. Class
16 — Publications, namely, comic books, comic magazines, cartoon
prints, cartoon strips; graphic novels and printed stories in
illustrated form featured in books and magazines. Class 41
- Motion picture film production. USTM(ITU): 19417 Jflbifl 77479652
Not 15’ RET OR SOUsDJJE 07/06/2009 ~~ aBBlhfff
05/20/2008 registered 01/09/09-Received Notice of Allowance. ,
Design (Star in Heart) 9BBr 09/30/08-Received Notice of
Publication. jr 05/20/08 — Filed trademark application with
PTO. : 05/19/08 — Received signed application from SKX.
05/14/08 — Sent: application to SKX. 05/14/08 — Received instructions
to file application. I \ j I I Class 25
- Footwear. Page 22 of 44






 









 












 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERS .S.A.vlM O U.S. AND FOREIGN TRADEMARK REGISTRATIONS
AND APPy0 TIONS SKECHERS1 MARKS NOT INCLUDING THE WORD
“SKECHfS!’• : ___1 ‘• : ‘- :£j £
As of May 31. 2009 COUNTRY DKT DESIGN OF SERIAL NO.
REG. NO. STATUSzx .;
NO. MARK FILING DATE DATE r , ;
;:;i ;1 • if syf S KXSis i; •m
lillS fp IPfiHP-;SS iP litSfl lssS -p*v?4i ; 5l8s pM
Iffllftfilll itllllttlflill fisS&SS; ‘-fi: ;f.-’v7?.Sti Ie
!l f : t jfi li jg ‘Wm m&’m galliM’ %
i gjl ‘ Ipaj ti-. USTM: 19433 77/490,089 3,610,186 DOU
DUE 04/21/2015 06/03/2008 04/21/2009 REGISTRATION RENEWAL
DUE 04/21/2019 SKECHERS D’LITES 05/01/09-Sent registration
certificate to SKX. Class 25-Footwear. USTM (ITU): FIZZ
ED 19523 ; ojv 77/540,686 Not 1gT RET OR SOUaDUE
09/10/2009 JvapWc 08/06/2008 registered 03/12/09-ReCeiye Notice of
Allowance. Class 16-Publications, sltifc: , 12/02/08-Reeeiw Notice of
Publication from PTO. namely, comic books, comic fft 08/06/08
- Filed Rlic&tion with PTO. magazines, graphic novels and
-...yi Ki — 08/04/08 — Sent.rfjT nderto SKX. printed stories in
illustrated “’ l-’Q-: 07/21/08-Sent remiR rto SKX, form featured
in books and ; ..-..’.. 07/08/08 — Sent
ITU : application to SKX for signature, magazines. — ,
07/08/08- Received’instructions to file application. Class 25 -
Footwear. 1___L___USTM (ITU): KLEETZ 19525 77/540,749 Not
15T RET OR SOU DUE 09/17/2009 ‘ . 08/06/2008
registered 03/20/09-Received. Notice of Allowance. Class
16-Publications, 12/08/08-Received Notice of Publication, namely,
comicbooks, comic 11/13/08-T/C with Examiner to amend ID of goods to
“footwear, magazines, graphic novels and excluding footwear with
cleats”. * printed stories in illustrated 11/13/08 — Received
Examiner’s amendment. ‘• form featured in books and 11/05/08
- Received office action, magazines. 08/11/08-Received pseudo-mark
notice from PTO “CLEATS” 08/06/08 — Filed application with
PTO. ‘ Class 25 — Footwear. 08/04/08 — Sent reminder to
SKX. 07/21/08 — Sent reminder to SKX. 07/08/08 — Sent
ITU application to SKX for signature.
I 07/08/08 — Received instructions to file
application.
Page 23 of 44





 









 












 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERSQSA/:j.N€X&’ te O U.S. AND FOREIGN
TRADEMARK REGISTRATIONS AND APPLI lQNS SKECHERS1 MARKS NOT
INCLUDING THE WORD “SKEQHERi” ; ___;;
        .’. ;... C•. As of May 31,2009 COUNTRY DKT
DESIGN OF SERIAL NO. REG. NO. STATUS NO. MARK FILING
DATE DATE . USTM: DESIGN (STRIPE 19547 ~T~T 77/650,702 Not
FOREIGN FILING DUE 07/15/2009 DESIGN RIGHT SHOE) U—
        .=— 01/15/2009 registered 04/06/09-ReceivedNotice of Publication.
\ 03/12/09-Filed responseito office action. j\J 03/04/09
- Received office action. f —‘] 01/15/09-Filed application with
PTO. —___J 01/13/09 — Received signed application. 12/22/08
- Sent application to SKX.
12/02/08 — Requested first use dates and drawings.
11 /12/08 — Sent revised drawings to SKX. , 10/22/08 -
Sent proposed drawi’ngs and specimens for review. . , .:
10/22/08-Received shoes from SKX. .-, ;:-’.-C•.;. .V 09/29/08-
Sent reminder. “ ‘•’: : ea 08/27/08 — Sent reminder.
p8/15/08-Sent reminder.
b$/04/08-Sentreminder.
; c.’f’. ''• ‘.QS/17/08 -Sent application for signature.
‘”:..’;/ •” — “ 07/17/08 — Received Instructions
to file application. USTM: DESIGN (STRIPE •” . 19548 ~] ~TMT
77/650,725 Not FOREIGN FILING\DU&07/15/2009 DESIGN LEFT SHOE)
        . L— —J 01/15/2009 registered 04/06/09-Received Notice of
Publication. 03/12/09 — Filed response to office
action. i \ 01/15/09-Filed application with PTO. p I
01/13/09-Received signed application. L___J 12/22/08 — Sent
application to SKX. ; 12/02/08-Requested first use dates and
drawings. 11 /12/08 — Sent revised drawings to SKX.
10/22/08 — Sent proposed drawings and specimens for review.
10/22/08 — Received shoes from SKX.
09/29/08 — Sent reminder.
08/27/08 — Sent reminder.
08/15/08 — Sent reminder.
08/04/08 — Sent reminder.
07/17/08 — Sent application for signature.
I 07/17/08 — Received instructions to file application.
Page 24 of 44






 









 












 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHER S Av JMS ''-1’ O U.S. AND FOREIGN
TRADEMARK REGISTRATIONS AND APPLI A?IONS SKECHERS’ MARKS NOT
INCLUDING THE WORD “SKECHERS” • -’.’“K’ • As of May
31 2009 COUNTRY DKT DESIGN OF SERIAL NO. REG. NO.
STATUS
NO.” MARK FILING DATE DATE
ugs y i g!s § /.’/; atiSMliKjMMitm — timjjp gipga
\6 j{aflifetfM§ i§ K?rv:’;pV ;.’/’A. ]•
: .:’. ‘ USTM (ITU): SKECHERS 19822 Word Mark
77/598,579 Not FOREIGN FILING DUE 04/22/2009 TWINKLE TOES
10/22/2008 registered 02/17/09-Notice of Publication. 10/22/08 -
Filed application with PTO. 10/13/08 — Sent trademark application to
SKX. 10/13/08 — Received instructions to file application.
Class 16 — Publications, namely, comic books, comic magazines,
graphic novels and printed stories in illustrated.form featured in
books and magazines. Class 25 — Footwear.
Page 25 of 44






 









 












 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERS QSA/. .:1KS .’ Q U.S. AND FOREIGN TRADEMARK
REGISTRATIONS AND APPLIC l0NS SKECHERS1 MARKS NOT
INCLUDING THE WORD ''SKECHg ‘1 f .. K-’”; : — V;;.
• As of May 31.2009 COUNTRY DKT DESIGN OF SERIAL
NO. REG. NO. STATUS NO. MARK FILING DATE DATE .’"'
-K;fe;”: ;’ I “‘4 ?jffSSlilll K
:f fi;:; l USTM (ITU): GET IN SHAPE 19861
WortfjMa*:..- 77/627,812 Not FOREIGN FILING DUEOS/05/2009
WITHOUT SETTING FOOT IN . sS • 12/05/2008 registered 04/06/09-
Received N§G£e of Publication. ;. A GYM . 03/12/09-Filed
res l o’office action. ,
03/04/09-Receivedsp fic action. 12/05/08-Filed
applfcatibh.With PTO. 12/02/08 — Received ;signed applications.
11/20/08-Sent ITU app cation to SKX for signature. 11/18/08
- Received instructions to file application. Class 25 -
Footwear and apparel. USTM (ITU): SHAPE UP 19862 Word Mark
77/627,840 Not FOREIGN FILING DUE 06/05/2009 WHILE YOU
WALK 12/05/2008 registered 04/06/09-Received Notice of Publication.
03/12/09 — Filed response to office action. 03/04/09 -
Received office action. 12/05/08 — Filed application with
PTO. 12/02/08 — Received signed applications. 11/20/08 -
Sent ITU application to SKX for signature. 11/18/08 -
Received instructions to file application. Class 25 -
Footwear and apparel. USTM (ITU): CONSENT 19865 Word Mark 77/626,992
Not Opposition Period Ends 05/15/2009 12/05/2008 registered
FOREIGN FILING:flUE 06/04/2009 03/31/09 — Received;Notice of
Publication. 12/04/08 — Filed application with PTO.
12/02/08 — Received signed application. 11/20/08 — Sent
ITU application to SKX for signature. 11/18/08 — Received
instructions to file application. Class 03 — Cologne;
eaux de toilette; fragrances; perfumes.
Page 26 of 44






 









 












 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



	SKECHERSQ.S.A.;:jlfe ;;S O U.S. AND FOREIGN TRADEMARK
REGISTRATIONS AND APPOKlf foNS SKECHERS’ MARKS NOT INCLUDING
THE WORD “SKECHEHS” if-. —  • As of May
31. 2009 COUNTRY DKT DESIGN OF SERIAL NO. REG. NO.
STATUS NO. MARK FILING DATE DATE “‘. ''"'"' ‘"'"''
USTM (ITU): PRETTY TALL 19905 Word Mark 77/635,519 Not
Opposition Period Ends 05/14/2009 12/17/2008 registered
FOREIGN FILING DUE 06/17/2009 Class 16-Publications,
04/01/09-Re iyedWotice of Publication. namely, comic books, comic
12/17/08 — Filed application with PTO. magazines, graphic novels
and 12/16/08 — Received signed application. printed stories in
illustrated 12/03/08 — Sent rerninder to return signed application.
form featured in books and 11/24/08 — Sent application to SKX
for signature. magazines. 11/21/08 — Received instructions to
file application. Class 25 — Footwear. ‘. ‘ ‘.’
        .’"'-’;. : :.,’,”’’’’ “ ‘ • USTM (ITU): SHAPE-UP DIET
19929 Word Mark 77/635,523 Not FOREIGN FILING DUE
06/17/2009 Ko 12/17/2008 registered RESPONSE TO OFFICE
ACTION DUE 09/04/2009 -I?-/;:-.;- 03704/09 — Received office
action. V3&4, /;;:/: .; 7/08 — Filed application with PTO.
        . Class 16-Publications namely; books,
pamphlets, brochures and,. ,
        ,- . .?k : — • booklets in the:fi ld:Gidiet, nutrition and
physical fitness. ‘ .-• . ‘lls M tjF§i,i p ss;is ijvgffH g
• §.- ! -Ifpspi • ;. WyS iji sis S ife;i l8iltil
jK j jK fippisfejlpS • ilH S: IS S I llSil“i”
W Si :- : :;M::!: ‘M &&S KfS &.
aif lft’illSS ;lSllglWSl&M ‘X)
” -’Sll!S W9ffI SI8 8SSMffilftfeij f.K-;:S,’l ;ys4®S:!l;ea
‘.’W’—  W i § :Plilill WilttiWill lllllal?:
a i:S’XiS llli 81Sy” ygiSif&i§ ;:§
-’y’;: Ste®S fe;Sll i lSlS’IS*;; ?:iySjAyiftif-jiKi.
”.’• ‘-;/-;’/: -i; l @Pil i§ilif
:Lfe:S i gft S a ; -jg l si if
fffMPI ‘: • v V” ‘& SiB s
”:’ %jf S!- USTM (ITU): THE SPORT OF 20001 Word
Mark 77/635,526 Not FOREIGN FILING DUE 06/17/2009
BUSINESS 12/17/2008 registered 04/14/09-Received notice of publication.
03/18/09 — Filed response to office action. 03/04/09 -
Received office action. 12/17/08 — Filed application with
PTO.
Class 16 — Books, pamphlets, brochures and booklets in the field
of business, namely, business management, administration,
consulting and development; publications, namely, books,
pamphlets, brochures and booklets and educational materials in
the field of business USTM (DIV): TWINKLE TOES 20052 Word
Mark 77/976,666 Not 03/24/09-Received Notice of Publication.
(Class 25) n/a registered 02/24/09 — Received notice of divisional
request completed. 02/10/09 — Submitted request to divide
application with the PTO. 02/10/09 — Submitted preliminary amendment in
newly created divisional application with the PTO. I I
I Class 25 — Footwear. Page 27 of 44






 











 








SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS
SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of
May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	USTM (ITU): SCHMITTY 
	 	 	20053	 	 	Word Mark 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): MCFUNKLE 
	 	 	20054	 	 	Word Mark 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): STUMP 

 Class 25 only.
 (Parent application) 
	 	 	20055	 	 	Word Mark 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): STRETCH 
 WALKERS 
	 	 	20056	 	 	Word Mark 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM/SM (ITU):  TWINKLE TOES (Class  09 and 41) 
	 	 	20063	 	 	Word Mark 	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 28 of 44









 








SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS
SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of
May 31, 2009







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	USTM (ITU): RELAXED FIT
 (Stylized) 
	 	 	20187	 	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): TONE UPS 
	 	 	20192	 	 	Word Mark 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): SKECHERS 
 TONE UPS 
	 	 	20193	 	 	Word Mark 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (DIV): STUMP 

 Class 16 only.
 (Child application) 
	 	 	20289	 	 	Word Mark 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): SCHMITTY 
 MCFUNKLE AND STUMP 
	 	 	20293	 	 	Word Mark 	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 29 of 44









 








SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS
SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of
May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	USTM (ITU): FIRM-UPS 
	 	 	20302	 	 	Word Mark 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (ITU): SHMITTY 
 MCFUNKLE AND STUMP 
	 	 	20348	 	 	Word Mark 	 	 	 	 	 	 
	  
	 	 	 	 	 	 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 30 of 44









 








SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of
May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	Canada 

SKETCHERS 
	 	 	12583	 	 	 	25	 	 	SKETCHERS 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canada 

SKETCHERS 
	 	 	12584	 	 	 	35	 	 	SKECHERS
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canada
 (ITU) 
 AIRATORS 

 Goods:
 Footwear 
	 	 	17550	 	 	 	25	 	 	AIRATORS 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canada 
(Use-based) 
 AIRATORS 

 Goods:
 Footwear 
	 	 	17844	 	 	 	25	 	 	AIRATORS 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canada TM
 AIRATORS 
 BY SKECHERS 
	 	 	19811	 	 	 	25	 	 	Word Mark 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Chile

 AIRATORS 

 Goods:
 Footwear 
	 	 	17551	 	 	 	25	 	 	AIRATORS 	 	 	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.





Page 31 of 44









 








SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS
SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of
May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	CHINA 

 AIRATORS 

 Class 25 –
 Footwear; 
 apparel; football 
 shoes; hosiery; 
 gloves
 [clothing]; caps

[headwear],
 scarves; bathing 
 suits; waterproof 
 clothing. 
	 	 	18620	 	 	 	25	 	 	WORD MARK 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CHINA 

 S Design
 (Performance S) 

 Class 25 –
 Footwear 
	 	 	18873	 	 	 	25	 	 	 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 32 of 44









 








SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS
SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of
May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	CHINA
 
 NANOLITE 

 Class 25 -
 Footwear 
	 	 	18908	 	 	 	25	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CHINA 
	 	 	19409	 	 	 	17	 	 	 	 	 	 	 	 	 
	 
	NANOLITE

  Class 17 –
 Plastic materials 
 used for making 
 footwear and 
 apparel.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CHINA 

 S LIGHTS 

 Class 25 –
 Footwear 
	 	 	18909	 	 	 	25	 	 	 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 33 of 44











 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”



As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	CHINA
 SKECH-AIR



	 	 	18910	 	 	 	25	 	 	 	 	 	 	 	 	 
	Class 25 -
Footwear.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Colombia

 AIRATORS

 Class: 25
 Goods:
 Footwear 
	 	 	17552	 	 	 	25	 	 	WORD MARK	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM
 S and design 
	 	 	15368	 	 	 	25	 	 		 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 34 of 44 









 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”



As of May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	CTM
 S (design) 
	 	 	15369	 	 	 	25	 	 	
	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.



Page 35 of 44 









 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”


As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	CTM:

 H Design
	 	 	17073	 	 	 	25	 	 	
Version #4	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM:

 HURRICANE
 BY 310
	 	 	17074	 	 	 	25	 	 	HURRICANE BY 310	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM:

 AIRATORS
	 	 	17547	 	 	 	25	 	 	WORD MARK	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM:

 ROCK THIS 
WAY
	 	 	18864	 	 	 	 	 	 	Word Mark	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM:

 ROCK LIVES
	 	 	19114	 	 	 	25	 	 	Footwear.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM

 DESIGN (Star in
 Heart)
	 	 	19420	 	 	 	25	 	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM

 FIZZ ED
	 	 	19524	 	 	 	16, 25	 	 	 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.





Page 36 of 44 








 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”


As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	CTM

 KLEETZ
	 	 	19526	 	 	 	16, 25	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM
 
 DESIGN (A 
Design)
	 	 	19594	 	 	 	25	 	 	
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM:

 GET IN SHAPE
 WITHOUT
 SETTING FOOT
 IN A GYM
	 	 	19863	 	 	 	25	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM:

  SHAPE UP
 WHILE YOU 
WALK
	 	 	19864	 	 	 	25	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM

 CONSENT
	 	 	19866	 	 	 	03	 	 	 	 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.





Page 37 of 44 








 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”


As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	CTM

 DESIGN 
(CITYWALK 
Left)
	 	 	19932	 	 	 	25	 	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM

 DESIGN (CITYWALK 
 Right)
	 	 	19933	 	 	 	25	 	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM:

 SKECHERS 
 D’LITES
	 	 	19923	 	 	 	25	 	 	Word Mark	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM
 DESIGN (Stripe
 Design Right 
 Side)
	 	 	20332	 	 	 	25	 	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTM

 DESIGN (Stripe
 Design Left
  Side)
	 	 	20333	 	 	 	25	 	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hong Kong

 AIRATORS
	 	 	17553	 	 	 	25	 	 	AIRATORS	 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 38 of 44 









 






SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”


As of May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	ITALY

 ROCK THIS
  WAY
	 	 	18869	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Japan

 G-TECH
	 	 	13026	 	 	 	25	 	 	G-TECH	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Abandoned
 Japan


	 	 	13027	 	 	 	25	 	 	QUANTUM	 	 	 	 	 	 
	QUANTUM
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Japan

 SKETCHERS
	 	 	13029	 	 	 	25	 	 	SKETCHERS	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Japan
 S and design
	 	 	15367	 	 	 	25	 	 		 	 	 	 	 	 





 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.




Page 39 of 44 









 






SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”


As of May 31, 2009





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	JAPAN: 

 H Design
	 	 	17075	 	 	 	25	 	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JAPAN: 

  HURRICANE 
 BY 310
	 	 	17076	 	 	 	25	 	 	HURRICANE BY 310	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Madrid 
 Protocol/
 Japan:


	 	 	17554	 	 	 	25	 	 	AIRATORS	 	 	 	 	 	 
	AIRATORS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JAPAN

  NANO LITE
 (two words)
	 	 	19160	 	 	 	25	 	 	Word Mark	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kosovo

 S DESIGN
	 	 	19504	 	 	 	25	 	 		 	 	 	 	 	 






 

*    Confidential Portions of Columns Omitted and Filed  Separately with the Commission.





Page 40 of 44 








 






SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”



As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 		 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	Madrid 

Protocol/

Switzerland: 


AIRATORS

	 	 	17555	 	 	 	25	 	 	AIRATORS	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mexico 



S SOLOS and

 design

	 	 	18622	 	 	 	25	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mexico 


KALLI

	 	 	19450	 	 	 	 	 	 	KALLI	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Montenegro

	 	 	19489	 	 	 	 	 	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Zealand: 


AIRATORS 


Goods: 

Footwear

	 	 	17556	 	 	 	25	 	 	AIRATORS	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Panama

	 	 	17557	 	 	 	25	 	 	AIRATORS	 	 	 	 	 	 
	Class: 25

Goods:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Footwear
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 41 of 44 









 






SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”



As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	Philippines


AIRATORS


Goods:

Footwear

	 	 	17558	 	 	 	25	 	 	AIRATORS	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Serbia and 

Montenegro:


S and design

	 	 	16987	 	 	 	25	 	 	S and design	 	 	 	 	 	 









 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 42 of 44 









 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”


As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	Philippines

S and design
	 	 	15436	 	 	 	25	 	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Taiwan


AIRATORS
	 	 	17559	 	 	 	25	 	 	WORD MARK	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 43 of 44 











 






SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS SKECHERS’ MARKS

NOT INCLUDING THE WORD “SKECHERS”




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	DESIGN OF MARK	 	[*]	 	[*]	 	[*]
	Venezuela

AIRATORS

	 	 	17560	 	 	 	25	 	 	WORD MARK
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Venezuela

S and Design

	 	 	17023	 	 	 	25	 	 	
	 	 	 	 	 	 








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.

















 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

PUBLIC ROYALTY




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States


PUBLIC ROYALTY


(Our Docket 19301)

	 	Class 25–Footwear
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States


PUBLIC ROYALTY


(Our Docket 19856)

	 	Class 03 –Cologne;
eaux de toilette;
fragrances;
perfumes.
	 	 	 	 	 	 






NONE ARE MADRID PROTOCOL




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Australia

(Our Docket 19310)

	 	Class 25 –
Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Brazil

(Our Docket 19302)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Canada

(Our Docket 19303)

	 	Class 25 –Footwear.
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 1 of 6









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Chile

(Our Docket 19304)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	China

(Our Docket 19311)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Colombia


(Our Docket 19305}

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Croatia

 (Our Docket 19312)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CTM

(Our Docket 19313)

	 	Class 25 –Footwear.
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 2 of 6









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CTM

 (Our Docket 19859)

	 	Class 03 –Cologne;
eaux de toilette;
fragrances;
perfumes.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ecuador

 (Our Docket 19555)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Hong Kong


(Our Docket 19306)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	India

 (Our Docket 19307)

	 	Class 25 –Footwear.
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 6









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Israel
 
(Our Docket 19308)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Japan

 (Our Docket 19314)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Korea 

(Our Docket 19309)

	 	Class 25–Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Malaysia

 (Our Docket 19317)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mexico

 (Our Docket 19318)

	 	Class 25 –Footwear
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	New Zealand


(Our Docket 19319)

	 	Class 25–
Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Panama

 (Our Docket 19320)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Peru 

(Our Docket 19554)

	 	Class 25 –Footwear.
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 4 of 6









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Philippines


(Our Docket 19321)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Russia


(Our Docket 19315)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Saudi Arabia


(Our Docket 19322)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	South Africa


(Our Docket 19323)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Taiwan


(Our Docket 19324)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Thailand


(Our Docket 19325)

	 	Class 25 – Shoes
(except sport
shoes) and sport
shoes.
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 5 of 6









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Turkey

	 	Class 25 –
	 	 	 	 	 	 
	 

	 	Footwear.
	 	 	 	 	 	 
	(Our Docket 19316)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United Arab Emirates


(Our Docket 19326)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United Kingdom


(Our Docket 19787)

	 	Class 25 –Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela


(Our Docket 19327)

	 	Class 25 –Footwear.
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 6 of 6











 





SKECHERS U.S.A., INC. II



U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

PUBLIC ROYALTY


As of May 31, 2009







	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States
	 	Class 25 —	 	 	 	 	 	 
	 
	 	Footwear	 	 	 	 	 	 
	PUBLIC ROYALTY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(Our Docket 19972)
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Australia
	 	Class 25 —	 	 	 	 	 	 
	Madrid
Protocol
	 	Footwear.	 	 	 	 	 	 
	 
	(Our Docket 20036)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Brazil
	 	Class 25 —	 	 	 	 	 	 
	 
	 	Footwear.	 	 	 	 	 	 
	(Our Docket 20016)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Canada
	 	Class 25 —	 	 	 	 	 	 
	 
	 	Footwear.	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 1 of 5








 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 20017)
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Chile

	 	Class 25 –
	 	 	 	 	 	 	 	 
	 

	 	Footwear.
	 	 	 	 	 	 	 	 
	(Our Docket 20018)

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	China

	 	Class 25 –
	 	 	 	 	 	 	 	 
	Madrid Protocol

	 	Footwear.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(Our Docket 20037)
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Colombia

	 	Class 25 –
	 	 	 	 	 	 	 	 
	 

	 	Footwear.
	 	 	 	 	 	 	 	 
	(Our Docket 20019)

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Croatia

	 	Class 25 –
	 	 	 	 	 	 	 	 
	Madrid Protocol


(Our Docket 20038)

	 	Footwear.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CTM

	 	Class 25 –
	 	 	 	 	 	 	 	 
	Madrid Protocol

	 	Footwear.
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	(Our Docket 20039)

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Ecuador

	 	Class 25 –
	 	 	 	 	 	 	 	 
	 

	 	Footwear.
	 	 	 	 	 	 	 	 
	(Our Docket 20020)

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hong Kong

	 	Class 25 –
	 	 	 	 	 	 	 	 
	 

	 	Footwear.
	 	 	 	 	 	 	 	 
	(Our Docket 20021)

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	India

	 	Class 25 –
	 	 	 	 	 	 	 	 
	 

	 	Footwear.
	 	 	 	 	 	 	 	 
	(Our Docket 20022)

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Israel

	 	Class 25 –
	 	 	 	 	 	 	 	 
	 

	 	Footwear.
	 	 	 	 	 	 	 	 
	(Our Docket 20023)

	 	 	 	 	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 2 of 5









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Japan
	 	Class 25 –	 	 	 	 	 	 	 	 
	Madrid Protocol
	 	Footwear.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(Our Docket 20040)
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Korea
	 	Class 25 –	 	 	 	 	 	 	 	 
	Madrid Protocol
	 	Footwear.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(Our Docket 20041)
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Malaysia
	 	Class 25 –	 	 	 	 	 	 	 	 
	 
	 	Footwear.	 	 	 	 	 	 	 	 
	(Our Docket 20024)
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mexico
	 	Class 25 –	 	 	 	 	 	 	 	 
	 	 	Footwear.	 	 		 	 	 	 	 
	(Our Docket 20025)
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	New Zealand
	 	Class 25 –	 	 	 	 	 	 	 	 
	 
	 	Footwear.	 	 	 	 	 	 	 	 
	(Our Docket 20026)
	 	 	 	 	 	 	 	 	 	
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Panama
	 	Class 25 –	 	 	 	 	 	 	 	 
	 
	 	Footwear.	 	 	 	 	 	 	 	 
	(Our Docket 20027)
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Peru
	 	Class 25 –	 	 	 	 	 	 	 	 
	 
	 	Footwear.	 	 	 	 	 	 	 	 
	(Our Docket 20028)
	 	 	 	 	 	 	 	 	 	 








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 5









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Philippines



(Our Docket 20029)
	 	Class 25 –
Footwear.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Russia

Madrid Protocol

	 	Class 25 –

Footwear.	 	 	 	 	 	 
	 
	(Our Docket 20042)
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Saudi Arabia
	 	Class 25 –	 	 	 	 	 	 	 	 
	 
	 	Footwear.	 	 	 	 	 	 	 	 
	(Our Docket 20030)
	 	 	 	 	 	 	 	 	 	 
	 										
	South Africa
	 	Class 25 –	 	 	 	 	 	 	 	 
	 
	 	Footwear.	 	 	 	 	 	 	 	 
	(Our Docket 20031)
	 	 	 	 	 	 	 	 	 	 
		 									
	Taiwan
	 	Class 25 –	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(Our Docket 20032)
	 	Footwear,
namely shoes,
sneakers, sandals,
slippers and boots.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Thailand
	 	Class 25 – Footwear.	 	 	 	 	 	 	 	 
	(Our Docket 20033)
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Turkey
	 	Class 25 –	 	 	 	 	 	 	 	 
	Madrid Protocol
	 	Footwear.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(Our Docket 20043)
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	United Arab Emirates
	 	Class 25 –	 	 	 	 	 	 	 	 
	 
	 	Footwear.	 	 	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 4 of 5









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 20034)

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Venezuela

	 	Class 25 –
	 	 	 	 	 	 	 	 
	 

	 	Footwear.
	 	 	 	 	 	 	 	 
	(Our Docket 20035)

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 5 of 5











 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

PUNKROSE




As of May 31, 2009







	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States


DESIGN (Lightning Bolt)




(Our Docket 19406)

	 	Class 25 —
Shoes and
t-shirts
and hats
and caps
for men
and women
and
children.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States


PUNKROSE


(Our Docket 19274)

	 	Class 25—Women’s shoes.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States


PUNKROSE


(Our Docket 19441)

	 	Class 25 —
Apparel,
namely,
tops,
shirts,
blouses,
t-shirts,
sweat
shirts,
sports
jerseys,
sweaters,
bottoms,
trousers,
pants,
sweat
pants,
shorts,
jackets,
coats,
overcoats,
pullovers,
jumpers,
dresses,
skirts,
beachwear,
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 1 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	swimsuits,
underwear,
lingerie,
headwear,
hats,
caps,
beanies,
visors,
ties,
socks,
belts,
gloves,
scarves
and wristbands	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States


DESIGN (Punkrose
Bolt)

(Our Docket 19447)

	 	Class 25 —
Footwear
and
apparel.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	United States


PUNKROSE


(Our Docket 19857)

	 	Class 03 —
Cologne;
eaux de
toilette;
fragrances;
perfumes.
	 	 
	 	 
	 	 






NONE ARE MADRID PROTOCOL FOR FOOTWEAR.




	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Australia


(Our Docket 19275)

	 	Class 25
—
Footwear.
	 	 
	 	 
	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 2 of 18









 






	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Brazil


(Our Docket 19276)

	 	Class 25 —
Footwear.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Brazil


(Our Docket 19463)

	 	Class 25 —
Apparel.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Canada


(Our Docket 19277)

	 	Class 25 —
Footwear.
	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	Class 25 —
	 	 	 	 	 	 
	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	
(Our Docket 19464)

	 	Apparel.
	 	 
	 	 	 	
	 
	 	 	 	 	 	 	 	 
	Chile


(Our Docket 19278)

	 	Class 25
—
Footwear.
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Chile


(Our Docket 19465)

	 	Class 25
— Apparel.
	 	 
	 	 
	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 4 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Chile

PUNKROSE (Stylized 

Script)



(Our Docket 20067)

	 	Class 25 —
Footwear
and
apparel.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	China


(Our Docket 19279)

	 	Class 25 —
Footwear.
	 	 
	 	 
	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 5 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	China

Madrid Protocol


(Our Docket 19481)

	 	Class 25
— Apparel
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	China


(Our Docket 19558)

	 	Class 25 —
Shoes for
women.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	Colombia



 (Our Docket 19280)

	 	Class 25 — Footwear.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	Colombia


(Our Docket 19466)

	 	Class 25
— Apparel.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	Croatia


(Our Docket 19281)

	 	Class 25
— Footwear.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	Croatia


 Madrid Protocol



(Our Docket 19482)

	 	Class 25 — Apparel.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	CTM


(Our Docket 19282)

	 	Class 25 —
Clothing,
footwear,
headgear,
particularly
	 	 
	 	 
	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 6 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	women’s shoes.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CTM


DESIGN (Lightning
Bolt)


(Our Docket 19407)

	 	Class 25 —
Footwear, shoes.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 
	CTM

Madrid Protocol


(Our Docket 19442)

	 	Class 25 — Apparel
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	CTM

DESIGN (Punkrose
Bolt)



(Our Docket 19448)

	 	Class 25 — Footwear
and apparel.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	CTM


PUNKROSE


(Our Docket 19860)

	 	Class 03 — Cologne;
eaux de toilette;
fragrances;
perfumes.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	Ecuador


(Our Docket 19552)

	 	Class 25 — Footwear
and apparel
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	Hong Kong

	 	Class 25 — Footwear.
	 	 
	 	 
	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 7 of 18









 






	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 19283)

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hong Kong


(Our Docket 19467)

	 	Class 25  — Apparel.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	India


(Our Docket 19284)

	 	Class 25 —
Footwear.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	India


(Our Docket 19468)

	 	Class 25 —
Apparel
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Israel


(Our Docket 19285)

	 	Class 25 —
Footwear.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Israel


(Our Docket 19469)

	 	Class 25 —
Apparel.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Japan


(Our Docket 19286)

	 	Class 25 —
Footwear.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Japan

Madrid Protocol


(Our Docket 19483)

	 	Class 25 —
Apparel.
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Korea

	 	Class 25 —
	 	 
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 8 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	

(Our Docket 19287)

	 	Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Korea



(Our Docket 19844)

	 	Class 18


Class 25
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 9 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Malaysia


(Our Docket 19288)

	 	Class 25 — Footwear.
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 10 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	New Zealand


(Our Docket 19472)

	 	Class 25 —
Apparel.
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 12 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Panama


(Our Docket 19291)

	 	Class 25 —
Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Panama


(Our Docket 19473)

	 	Class 25 —
Clothing,
footwear,
headgear,
apparel,
namely
tops,
shirts,
blouses,
t- shirts,
sweat
shirts,
sports
jerseys,
sweaters,
bottoms,
trousers,
pants,
sweat
pants,
shorts,
jackets,
coats,
overcoats,
pullovers,
jumpers,
dresses,
skirts,
beachwear,
swimsuits,
underwear,
lingerie,
headwear,
hats, caps,
beanies,
visors, ties,
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 13 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	socks, belts,
gloves,
scarves
and
wristbands.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Peru


(Our Docket 19553)

	 	Class 25 —
Footwear
and
apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Philippines


(Our Docket 19292)

	 	Class 25 —
Footwear,
namely shoes,
sandals,
slippers,
boots.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Philippines


(Our Docket 19474)

	 	Class 25 —
Apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Russia


(Our Docket 19293)

	 	Class 25 —
Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Russia

Madrid Protocol


(Our Docket 19484)

	 	Class 25 —
Apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Saudi Arabia


(Our Docket 19294)

	 	Class 25 —
Clothing,
footwear and
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 14 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	headgear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Saudi Arabia


(Our Docket 

19475)

	 	Class 25 —
Apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	South Africa


(Our Docket 19295)

	 	Class 25 —
Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	South Africa


(Our Docket 19476)

	 	Class 25 —
Apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Taiwan


(Our Docket 19296)

	 	Class 25 —
Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Taiwan


(Our Docket 19477)

	 	Class 25 —
Tops,
shirts,
blouses,
t- shirts,
sweat
shirts,
sports
jerseys,
sweaters,
bottoms,
trousers,
pants,
sweat
pants,
shorts,
jackets,
coats,
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 15 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	overcoats,
pullovers,
jumpers,
dresses,
skirts,
beachwear,
swimsuits,
underwear,
lingerie,
headwear,
hats,
caps,
beanies,
visors,
ties,
socks,
belts,
gloves,
scarves
and wristbands.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Thailand


(Our Docket 19297)

	 	Class 25 —
Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Thailand


(Our Docket 19478)

	 	Class 25 —
Apparel.
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 16 of 18









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Turkey


(Our Docket 19298)

	 	Class 25
— Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Turkey 

Madrid Protocol


(Our Docket 19485)

	 	Class 25
— Apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United Arab Emirates


(Our Docket 19299)

	 	Class 25 —
Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United Arab Emirates


(Our Docket 19479)

	 	Class 25 —
Apparel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela


(Our Docket 19300)

	 	Class 25 —
Footwear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela


(Our Docket 19480)

	 	Class 25 — Apparel.
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 17 of 18









 






	 	 	 	 	 	 	 	 	 

	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	 	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 18 of 18











 





SKECHERS
U.S.A., INC. II
U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

S Design (Performance S with Borders)




As of May 31, 2009









	 	 	 	 	 	 	 	 	 
									
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States


(Our Docket 17105)

	 	Class 25 –Apparel,
namely, tops,
shirts, blouses,
t-shirts, sweat
shirts, sports
jerseys, sweaters,
bottoms, trousers,
pants, sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves,
scarves
and wristbands.
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 1 of 21









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States


(Our Docket 17106)

	 	Class 25
-Footwear
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States


(Our Docket 19909)

	 	Class 09 -Eyewear,
namely eyeglasses,
sunglasses and optical
frames; eyewear
accessories namely
eyewear cases, neck cords
and neck chains.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United States


(Our Docket 19971)

	 	Class 25 -Clothing,
namely, uniforms, tops,
vests, pants, dresses,
skirts, jackets, lab
coats, headwear and
non-surgical scrubs worn
by nurses and other
medical and health care
professionals.
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 2 of 21









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Australia

Madrid Protocol


(Our Docket 18989)

	 	Class 25
-Footwear and
apparel, namely,
tops, shirts,
blouses, t-shirts,
sweat shirts,
sports jerseys,
sweaters, bottoms,
trousers, pants,
sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Bosnia


(Our Docket 19584)

	 	Class 25
-Footwear and
apparel, namely,
tops, shirts,
blouses, t-shirts,
sweat shirts,
sports jerseys,
sweaters, bottoms,
trousers, pants,
sweat pants,
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 21









 







	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	shorts,
jackets, coats,
overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Brazil


(Our Docket 17293)

	 	class 25 –

Footwear
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Bulgaria


(Our Docket 19995)

	 	Class 25 –
Footwear and
apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Canada


(Our Docket 18981)

	 	Class 25
-Footwear and
apparel.
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 4 of 21









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Canada


(Our Docket 19910)

	 	Class 09
-Eyewear, namely
eyeglasses,
sunglasses and
optical frames;
eyewear accessories
namely eyewear
cases, neck cords
and neck
chains.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Chile


(Our Docket 18982)

	 	Class 25
-Footwear and
apparel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	China


(Our Docket 17108)

	 	Class 25
-Footwear; apparel;
football shoes;
hosiery; gloves
[clothing]; caps
[headwear];
scarves; bathing
suits; waterproof
clothing.
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 5 of 21









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	China


(Our Docket 19440)

	 	Class 14 -
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	China


(Our Docket 19576)

	 	Class 18 -
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	China


(Our Docket 19935)

	 	Class 09 -
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Colombia


(Our Docket 18983)

	 	Class 25
-Footwear and
apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Croatia

Madrid Protocol


(Our Docket 

18990)

	 	Class 25 -
Footwear and
apparel,
namely, tops,
shirts, blouses,
t-shirts, sweat
shirts, sports
jerseys, sweaters,
bottoms, trousers,
pants, sweat
pants,
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 6 of 21









 





	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	shorts,
jackets, coats,
overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CTM


(Our Docket 17107)

	 	Class 25
- Footwear and
apparel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CTM


(Our Docket 19911)

	 	Class 09
- Eyewear, namely
eyeglasses,
sunglasses and
optical frames;
eyewear accessories
namely eyewear
cases, neck cords
and neck
chains.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Egypt


(Our Docket 19046)

	 	Class 25
- Footwear and
apparel.
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.




Page 7 of 21









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Egypt


SKECHERS and S Design
(Performance S with
Borders)

	 	Class 25
-Footwear and
apparel.
	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(Our Docket 20203)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ecuador


(Our Docket 19045)

	 	Class 25 -Footwear
and apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Hong Kong 

(Our 

Docket 18984)

	 	Class 25 -Footwear
and apparel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	India


(Our Docket 18985)

	 	Class 25 -Footwear
and apparel.
	 	 
	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 8 of 21









 






	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	India


	 	Class 25
-Footwear and
apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(Our Docket 20317)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Indonesia


(Our Docket 19047)

	 	Class 25 -Footwear
and apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Israel
 

(Our Docket 18986)

	 	Class 25 -Footwear
and apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Japan

Madrid Protocol


(Our Docket 18991)

	 	Class 25 -Footwear
and apparel,
namely, tops,
shirts, blouses,
t-shirts, sweat
shirts, sports
jerseys, sweaters,
bottoms, trousers,
pants, sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 9 of 21









 







	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	swimsuits,
underwear, lingerie,
headwear, hats, caps,
beanies, visors, ties,
socks, belts, gloves,
scarves and
wristbands	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Korea

Madrid Protocol


(Our Docket 18987)

	 	Class 25 -
Footwear and
apparel,
namely, tops,
shirts, blouses,
t-shirts, sweat
shirts, sports
jerseys, sweaters,
bottoms, trousers,
pants, sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear, swimsuits,
underwear, lingerie,
headwear, hats, caps,
beanies, visors, ties,
socks, belts, gloves,
scarves and
wristbands
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Kuwait

(Our Docket 19048)

	 	Class 25
-Footwear and
apparel.
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 10 of 21









 





	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Madrid Protocol

GENERAL FILE


(Our Docket 18988)

	 	Class
25 — Footwear and
apparel, namely,
tops, shirts,
blouses, t-shirts,
sweat shirts,
sports jerseys,
sweaters, bottoms,
trousers, pants,
sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Macedonia


(Our Docket 19585)

	 	Class
25 — Footwear and
apparel;
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 11 of 21









 





	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	apparel,
namely, tops,
shirts, blouses,
t-shirts, sweat
shirts, sports
jerseys, sweaters,
bottoms, trousers,
pants, sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Malaysia
 

(Our Docket 18994)

	 	Class 25
– Footwear and
apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mexico


(Our Docket 18995)

	 	Class 25
– Footwear and
apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Montenegro

Madrid Protocol

	 	Class 25
– Footwear and
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 12 of 21









 







	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 19049)

	 	apparel, namely,
tops, shirts,
blouses, t-shirts,
sweat shirts,
sports jerseys,
sweaters, bottoms,
trousers, pants,
sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	New Zealand 


(Our Docket 18996)

	 	Class
25 – Clothing,
footwear and
headgear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Panama


(Our Docket 18997)

	 	Class 25
– Footwear and
apparel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Peru


(Our Docket 19044)

	 	Class 25
– Footwear and
apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Philippines


(Our Docket 18998)

	 	Class
25 – Footwear, namely
boots, shoes and
slippers; and
apparel,
	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 13 of 21









 







	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	namely tops,
shirts, blouses,
t-shirts, sweat
shirts, sports
jerseys, sweaters,
bottoms, trousers,
pants, sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie,
headwear, hats,
caps, beanies,
visors, ties,
socks, belts,
gloves, scarves and
wristbands.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Russia

Madrid Protocol


(Our Docket 18992)

	 	Class 25
-Footwear and
apparel, namely,
tops, shirts,
blouses, t-shirts,
sweat shirts,
sports jerseys,
sweaters, bottoms,
trousers, pants,
sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses,
skirts,
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 14 of 21









 







	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	beachwear,
swimsuits,
underwear,
lingerie, headwear, hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Saudi Arabia

(Our Docket 18999)

	 	Class 25 – Footwear and apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Serbia

Madrid Protocol


(Our Docket 19050)

	 	Class
25 – Footwear and
apparel, namely,
tops, shirts,
blouses, t-shirts,
sweat shirts,
sports jerseys,
sweaters, bottoms,
trousers, pants,
sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves
and
wristbands
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 15 of 21









 







	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Singapore

Madrid Protocol


(Our Docket 19051)

	 	 Class 25
– Footwear and
apparel, namely,
tops, shirts,
blouses, t-shirts,
sweat shirts, sports
jerseys, sweaters,
bottoms, trousers,
pants, sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear, lingerie,
headwear, hats,
caps, beanies,
visors, ties, socks,
belts, gloves,
scarves and
wristbands
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	South Africa


(Our Docket 19000)

	 	Class 25
– Footwear and
apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Switzerland

Madrid Protocol

Madrid Protocol

	 	Class 25
– Footwear and
apparel, namely,
tops,
	 	 	 	 	 	  






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 16 of 21









 







	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 19052)

	 	shirts,
blouses, t-shirts,
sweat shirts,
sports jerseys,
sweaters, bottoms,
trousers, pants,
sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Taiwan


(Our Docket 19001)

	 	Class 25 – Footwear
and apparel
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Taiwan

SKECHERS and S Design
(Performance S with
Borders)



(Our Docket 19840)

	 	Class 25 – Shoes,
sneakers, sandals,
slippers and boots;
tops, shirts, blouses,
t-shirts, sweat shirts,
sports jerseys,
sweaters, bottoms,
trousers, pants, sweat
pants, shorts,
jackets,
	 	 	 	 	 	 	 	 









 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 17 of 21









 







	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	coats,
overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Thailand


(Our Docket 19002)

	 	Class 25 –
Footwear, namely,
sport shoes,
leather shoes,
sneakers, canvas
boots, slippers and
sandals; and
apparel, namely,
apparel, namely,
tops, shirts,
blouses, t-shirts,
sweat shirts, sport
jerseys, sweaters,
bottoms, trousers,
pants, sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 18 of 21









 







	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	swimsuits,
underwear, lingerie,
headwear, hats,
caps, beanies,
visors, ties, socks,
belts, gloves,
scarves and
wristbands.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Turkey 

Madrid Protocol


(Our Docket 18993)

	 	Class 25 –
Footwear and
apparel,
namely, tops,
shirts, blouses,
t-shirts, sweat
shirts, sports
jerseys, sweaters,
bottoms, trousers,
pants, sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear, lingerie,
headwear, hats,
caps, beanies,
visors, ties, socks,
belts, gloves,
scarves and
wristbands
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ukraine

Ukraine

Madrid Protocol


(Our Docket 19053)

	 	Class 25
– Footwear and
apparel, namely,
tops, shirts,
blouses,
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 19 of 21









 







	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	t-shirts, sweat
shirts, sports
jerseys, sweaters,
bottoms, trousers,
pants, sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	United Arab Emirates


(Our Docket 19003)

	 	Class 25
— Footwear and
apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Venezuela


(Our Docket 19004)

	 	Class 25
— Footwear and
apparel.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Vietnam

Madrid Protocol


(Our Docket 19054)

	 	Class 25
— Footwear and
apparel, namely,
tops, shirts,
blouses, t-shirts,
sweat
	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 20 of 21









 





	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	shirts, sports
jerseys, sweaters,
bottoms, trousers,
pants, sweat pants,
shorts, jackets,
coats, overcoats,
pullovers, jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie, headwear,
hats, caps,
beanies, visors,
ties, socks, belts,
gloves, scarves and
wristbands	 	 	 	 	 	 






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 21 of 21











 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

DESIGN (Sport Stripe)




As of May 31, 2009









	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States


DESIGN (Sport Stripe)


(Our Docket 19685)

	 	Class 25 -
Footwear and
apparel,
namely, tops,
shirts, blouses,
t-shirts, sweat
shirts, sports
jerseys,
sweaters,
bottoms,
trousers, pants,
sweat pants,
shorts, jackets,
coats,
overcoats,
pullovers,
jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie,
headwear, hats,
caps, beanies,
visors, ties,
socks, belts,
gloves, scarves
and wristbands.
	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 1of 6









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Australia

Madrid Protocol

(Our Docket 19704)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 	 	 	 	 	 
	Brazil


(Our Docket 19686)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 	 	 	 	 	 
	Canada


(Our Docket 19687)

	 	Class 25 –
Footwear,
namely shoes,
sneakers,
sandals,
slippers and
boots.
	 		 		 	
	 
	 	 	 	 	 	 	 	 
	 

	 	Apparel,
namely, tops,
shirts, blouses,
t-shirts, sweat
shirts, sports
jerseys,
sweaters,
bottoms,
trousers, pants,
sweat pants,
shorts, jackets,
coats,
overcoats,
pullovers,
jumpers,	 	 	 	 	 	 








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 2 of 6









 









	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	dresses, skirts,
beachwear,
swimsuits,
underwear,
lingerie,
headwear, hats,
caps, beanies,
visors, ties,
socks, belts,
gloves, scarves
and wristbands.	 		 		 	
	 
	 	 	 		 		 	
	Chile


(Our Docket 19688)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	China

Madrid Protocol


(Our Docket 19705)

	 	CIass 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Colombia


(Our Docket 19689)

	 	Class 25 – Footwear
and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Croatia

Madrid Protocol


(Our Docket 19706)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	CTM

Madrid Protocol




(Our Docket 19707)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Hong Kong


(Our Docket 19690)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	India

	 	Class 25 –
Footwear and
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 6









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 19691)

	 	apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Israel


(Our Docket 19692)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Japan

Madrid Protocol


(Our Docket 19708)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Korea

Madrid Protocol


(Our Docket 19709)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Malaysia


(Our Docket 19693)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Mexico


(Our Docket 19694)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 

	 	 	 		 		 	
	 
	 	 	 		 		 	
	New Zealand


(Our Docket 19695)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Panama


(Our Docket 19696)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Philippines


(Our Docket 19697)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 4 of 6









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Russia

Madrid Protocol


(Our Docket 19710)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Saudi Arabia


(Our Docket 19698)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	South Africa


(Our Docket 19699)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Taiwan


(Our Docket 19700)

	 	Class 25 –
Shoes,
sneakers,
sandals,
slippers and
boots; tops,
shirts, blouses,
t-shirts, sweat
shirts, sports
jerseys,
sweaters,
bottoms,
trousers, pants,
sweat pants,
shorts, jackets,
coats,
overcoats,
pullovers,
jumpers,
dresses, skirts,
beachwear,
swimsuits,
underwear,
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 5 of 6









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	 

	 	lingerie,
headwear, hats,
caps, beanies,
visors, ties,
socks, belts,
gloves, scarves
and wristbands.	 		 		 	
	 
	 	 	 		 		 	
	Thailand


(Our Docket 19701)

	 	Class 25 –
Shoes (except
sport shoes)
and sport
shoes.
	 		 		 	
	 
	 	 	 		 		 	
	Turkey

Madrid Protocol


(Our Docket 19711)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	United Arab Emirates


(Our Docket 19702)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	
	 
	 	 	 		 		 	
	Venezuela


(Our Docket 19703)

	 	Class 25 –
Footwear and
apparel.
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 6 of 6









 






SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

SHAPE-UPS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States


SHAPE-UPS


(Our Docket 19578)

	 	Class 25 –
Footwear
	 		 		 	
	 
	 	 	 		 		 	
	United States


SHAPE-UPS BY 

SKECHERS


(Our Docket 19579)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	United States



	 	Class 05 –
Vitamins.
	 		 		 	
	 
	SHAPE-UPS

	 	Class 25 –
Apparel.	 		 		 	
	 
	 	 	 		 		 	
	(Our Docket 20349)

	 	Class 32 –
Bottled water.	 		 		 	
	 
	 	 	 		 		 	
	United States



	 	Class 05 –
Vitamins.
	 		 		 	
	 
	SHAPE UP

	 	Class 25 –
Apparel.	 		 		 	
	 
	 	 	 		 		 	
	(Our Docket 20350)

	 	Class 32 –
Bottled water.	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 1 of 4









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Australia

Madrid Protocol


(Our Docket 20148)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Brazil


(Our Docket 20129)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Canada


(Our Docket 20130)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Chile


(Our Docket 20131)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	China

Madrid Protocol


(Our Docket 20037)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Colombia


(Our Docket 20132)

	 	Class 25 –
Footwear,
namely shoes,
sneakers,
sandals,
slippers and boots.
	 		 		 	
	 
	 	 	 		 		 	
	Croatia

Madrid Protocol


(Our Docket 20038)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	CTM

Madrid Protocol


(Our Docket 20151

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Hong Kong


(Our Docket 20133)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	India


(Our Docket 20134)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Israel


(Our Docket 20135)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Japan

	 	Class 25 –
Footwear.
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 2 of 4









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 20136)

	 	 	 		 		 	
	 
	 	 	 		 		 	
	Korea

Madrid Protocol


(Our Docket 20041)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Malaysia


(Our Docket 20137)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Mexico


(Our Docket 20138)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	New Zealand


(Our Docket 20139)

	 	Class
25 – Footwear,
including shoes,
sneakers,
sandals, slippers
and boots.
	 		 		 	
	 
	 	 	 		 		 	
	Panama


(Our Docket 20140)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Philippines


(Our Docket 20141)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Russia

Madrid Protocol


(Our Docket 20042)

	 	Class 25 –
Footwear.
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 4









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Saudi Arabia


(Our Docket 20142)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	South Africa


(Our Docket 20143)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Taiwan


(Our Docket 20144)

	 	Class 25 –
Footwear,
namely shoes,
sneakers,
sandals,
slippers and
boots.
	 		 		 	
	 
	 	 	 		 		 	
	Thailand


(Our Docket 20145)

	 	Class 25 –
Shoes (except
sport shoes)
and sport shoes
(specialty shoes
for athletic
purposes).
	 		 		 	
	 
	 	 	 		 		 	
	Turkey

Madrid Protocol


(Our Docket 20043)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	United Arab Emirates


(Our Docket 20146)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Venezuela


(Our Docket 20147)

	 	Class 25 –
Footwear.
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 4 of 4









 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

SKECHERS SHAPE-UPS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States


SKECHERS SHAPE-

UPS


(Our Docket 20155)

	 	Class 25 –
Footwear.
	 		 		 	






	 	 	 	 		 		 	
	 	 	 	 		 		 	
	Country	 	Class	 		 		 	
	Australia

Madrid Protocol


(Our Docket 20175)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Brazil


(Our Docket 20156)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Canada


(Our Docket 20157)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Chile


(Our Docket 20158)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	China

Madrid Protocol


(Our Docket 20176)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Colombia

	 	Class 25 –
Footwear.
	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 1 of 4









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	(Our Docket 20159)

	 	 	 		 		 	
	 
	 	 	 		 		 	
	Croatia

Madrid Protocol


(Our Docket 20177)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	CTM

Madrid Protocol


(Our Docket 20178)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Hong Kong


(Our Docket 20160)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	India


(Our Docket 20161)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Israel


(Our Docket 20162)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Japan


(Our Docket 20163)

	 	Class 25 –
Footwear other
than boots for
sports.
	 		 		 	
	 
	 	 	 		 		 	
	Korea

Madrid Protocol


(Our Docket 20179)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Malaysia


(Our Docket 20164)

	 	Class 25 –
Footwear.
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 2 of 4









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Mexico


(Our Docket 20165)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	New Zealand


(Our Docket 20166)

	 	Class 25 –
Footwear,
including
shoes,
sneakers,
sandals,
slippers and
boots.
	 		 		 	
	 
	 	 	 		 		 	
	Panama


(Our Docket 20167)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Peru


(Our Docket 20028)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Philippines


(Our Docket 20168)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Russia

Madrid Protocol


(Our Docket 20180)

	 	Class 25 –
Footwear.
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 4









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Saudi Arabia


(Our Docket 20169)

	 	Class 25 –
Footwear,
namely shoes,
sneakers,
sandals,
slippers and
boots.
	 		 		 	
	 
	 	 	 		 		 	
	South Africa


(Our Docket 20170)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Taiwan


(Our Docket 20171)

	 	Class 25 –
Footwear,
namely shoes,
sneakers,
sandals,
slippers and
boots.
	 		 		 	
	 
	 	 	 		 		 	
	Thailand


(Our Docket 20172)

	 	Class 25 –
Shoes (except sport shoes)
and sport shoes
(specialty shoes
for athletic
purposes).
	 		 		 	
	 
	 	 	 		 		 	
	Turkey

Madrid Protocol


(Our Docket 20181)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	United Arab Emirates


(Our Docket 20173)

	 	Class 25 –
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	Venezuela


(Our Docket 20174)

	 	Class 25 –
Footwear.
	 		 		 	









 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 4 of 4












 





SKECHERS
U. S. A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:
 (1) S IN
SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009











Page 1 of 17









 








SKECHERS
U.S.A., INC. II




U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS: 
(1) S IN
SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN



					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DCKT	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	U.S.A.

	 	 	10304	 	 	 	25	 	 		 	 		 	 	
	

S IN SHIELD DESIGN

	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A.

	 	 	10174	 	 	 	25	 	 		 	 		 	 	
	S IN SHIELD DESIGN

	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A

	 	 	10799	 	 	 	35	 	 		 	 		 	 	
	SERVICE MARK




S IN SHIELsD DESIGN

	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A.

	 	 	11266	 	 	 	25	 	 		 	 		 	 	
	
S ABSTRACT SHIELD 

DESIGN

(BLACK VERSION)


	 	 	 	 	 	 	 	 	 		 	 		 	 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 2 of 17









 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) S IN SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DCKT	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	U.S.A.


S ABSTRACT SHIELD
DESIGN

(OUTLINE VERSION)


	 	 	11267	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	U.S.A. (ITU)


S IN SHIELD FLAG
DESIGN

Goods for footwear

	 	 	12051	 	 	 	251	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	U.S.A.

S IN SHIELD FLAG 

DESIGN

	 	 	12051	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	ABANDONED

U.S.A (ITU)
SHIELD DESIGN

	 	 	12144	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	USA USTM (DIV)


	 	 	12195	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	FILE CLOSED

 USTM (ITU) 

DIVISIONAL 

S in shield

	 	 	13047	 	 	 	25	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.












Page 3 of 17









 











SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) S IN SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009





COM




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	Australia


S IN SHIELD DESIGN

	 	 	10262	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Austria


S IN SHIELD DESIGN

	 	 	10263	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Bolivia


S IN SHIELD
DESIGN

	 	 	12188	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Brazil


S IN SHIELD DESIGN

	 	 	10265	 	 	 	25	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 4 of 17









 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS: 
(1) S IN
SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	Bulgaria

S IN SHIELD DESIGN

	 	 	12453	 	 	 	25	 	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 5 of 17









 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) S IN SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	Canada

	 	 	10266	 	 	 	25	 	 	 		 	 		 	
	
S IN SHIELD DESIGN

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	Canada

	 	 	10961	 	 	 	25	 	 	 		 	 		 	
	
S IN 

SHIELD DESIGN

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	Chile

S IN SHIELD DESIGN

	 	 	10267	 	 	 	25	 	 	 		 	 			 	 	
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	Chile

	 	 	15669	 	 	 	35	 	 	 		 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	S IN SHIELD

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	China

	 	 	10268	 	 	 	25	 	 	 		 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	S IN SHIELD DESIGN
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	









 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 6 of 17









 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:
 (1) S IN
SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	China

	 	 	19437	 	 	 	14	 	 	 		 	 		 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	S in Shield Design

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	(Class 14)

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	China

	 	 	19577	 	 	 	18	 	 	 		 	 		 	
	S in Shield Design

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	(Class 18)

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	Colombia

	 	 	10812	 	 	 	25	 	 	 		 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	S IN SHIELD DESIGN

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	Croatia

	 	 	10269	 	 	 	25	 	 	 		 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	SIN SHIELD DESIGN
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 7 of 17









 






SKECHERS U. A., INC. 11

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS: (1) S IN

SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	CTM:

S IN SHIELD DESIGN

	 	 	10264	 	 	 	25	 	 			 	 			 	 	
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	CTM SM:

	 	 	12908	 	 	 	35	 	 			 	 			 	 	
	S IN SHIELD DESIGN

	 	 	 	 	 	 	 	 	 			 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	Denmark

S IN SHIELD DESIGN

	 	 	10270	 	 	 	25	 	 		 		 	
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	 	 	 	 	 	 	 	 	 			 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	Ecuador

	 	 	12189	 	 	 	25	 	 			 	 		 	
	 

	 	 	 	 	 	 	 	 	 			 	 			 	 	
	S IN SHIELD DESIGN

	 	 	 	 	 	 	 	 	 			 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	Benelux (European Community)

S IN SHIELD DESIGN

	 	 	10271	 	 	 	25	 	 			 	 			 	 	
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	 	 	 	 	 	 	 	 	 			 	 			 	 
	 
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	Finland

	 	 	10272	 	 	 	25	 	 			 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 			 	 	
	S IN SHIELD DESIGN
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	France

	 	 	10273	 	 	 	25	 	 			 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 			 	 	
	S IN SHIELD DESIGN
	 	 	 	 	 	 	 	 	 			 	 			 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 8 of 17









 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS: 

(1) S IN
SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	FRANCE SM:
	 	12907	 	42	 		 		 	
	S IN SHIELD DESIGN
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Germany
	 	10274	 	25	 		 		 	
	S IN SHIELD DESIGN
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Greece
	 	10275	 	25	 		 		 	
	S IN SHIELD DESIGN
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Hong Kong
	 	10277	 	25	 		 		 	
	S IN SHIELD DESIGN
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Hungary
	 	10278	 	25	 		 		 	
	S IN SHIELD DESIGN
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Iceland
	 	10279	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	S IN SHIELD DESIGN
	 	 	 	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 9 of 17









 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS: 

(1) S IN
SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	India

	 	 	10280	 	 	 	25	 	 	 		 	 			 	 	
	 
	S IN SHIELD DESIGN
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	Indonesia

S IN SHIELD DESIGN

	 	 	10281	 	 	 	25	 	 	 		 	 			 	 	
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	Ireland

	 	 	10512	 	 	 	25	 	 	 		 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	S in Shield Design

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 10 of 17









 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS: 
(1) S IN
SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	Israel

	 	 	12157	 	 	 	25	 	 		 	 		 	 	
	S IN SHIELD DESIGN

	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	Italy

	 	 	10282	 	 	 	25	 	 		 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 		 	 		 	 	
	S IN SHIELD DESIGN

	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	Japan

	 	 	10283	 	 	 	25	 	 		 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 		 	 		 	 	
	S IN SHIELD DESIGN

	 	 	 	 	 	 	 	 	 		 	 		 	 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 11 of 17









 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:
 (1) S IN
SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN




					
	 	 	 	 	 
	 
	 	U.S.: Pages 2-3 Foreign: Pages 4-17
	 	As of May 31, 2009






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	JAPAN SM: 
S IN SHIELD
DESIGN

	 	 	12909	 	 	 	42	 	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Korea


 S IN SHIELD
DESIGN

	 	 	10284	 	 	 	27	 	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Korea

S IN SHIELD DESIGN

	 	 	10303	 	 	 	45	 	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 12 of 17











 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) S IN SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN

U.S.: Pages 2-3 Foreign: Pages 4-17




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	Mexico 


S IN SHIELD DESIGN

	 	 	10285	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Moldova 


S IN SHIELD DESIGN



	 	 	17576	 	 	25 

35
	 		 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Moldova 


S IN-SHIELD DESIGN SKECHERS



(Combination design/word mark)



	 	 	19808	 	 	25 

35
	 		 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Netherlands-Antilles 


S IN SHIELD DESIGN

	 	 	11062	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	New Zealand 


S IN SHIELD DESIGN

	 	 	10286	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Norway 


S IN SHIELD DESIGN

	 	 	10287	 	 	 	25	 	 			 	 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Panama 


S IN SHIELD DESIGN

	 	 	10288	 	 	 	25	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 13 of 17









 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) S IN SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN

U.S.: Pages 2-3 Foreign: Pages 4-17




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	Peru 


S IN SHIELD DESIGN

	 	 	12190	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 				 		 	
	Philippines 


S IN SHIELD DESIGN

	 	 	10289	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 				 		 	
	Portugal 


S IN SHIELD DESIGN

	 	 	10290	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 				 		 	
	Puerto Rico 


S IN SHIELD DESIGN

	 	 	10291	 	 	 	25	 	 				 		 	
	 
	 	 	 	 	 	 	 	 	 				 		 	
	Romania 


S IN SHIELD DESIGN

	 	 	10292	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 				 		 	
	Russia 


S IN SHIELD DESIGN

	 	 	10640	 	 	 	25	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 14 of 17









 






SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) S IN SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN

U.S.: Pages 2-3 Foreign: Pages 4-17




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	Singapore 


S IN SHIELD DESIGN

	 	 	10293	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	South Africa 


S IN SHIELD DESIGN

	 	 	10294	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Spain


S IN SHIELD DESIGN

	 	 	10295	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Sweden


S IN SHIELD DESIGN

	 	 	10296	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Switzerland 
S IN
SHIELD DESIGN

	 	 	10297	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Taiwan 


S IN SHIELD DESIGN

	 	 	10361	 	 	 	25	 	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 15 of 17









 







SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) S IN SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN

U.S.: Pages 2-3 Foreign: Pages 4-17




As of
May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DCKT NO.	 	IC	 	[*]	 	[*]	 	[*]
	Thailand 


S IN SHIELD DESIGN

	 	 	14809	 	 	 	25	 	 			 	 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Turkey 


S IN SHIELD DESIGN



	 	 	10298	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	TURKEY


S IN SHIELD DESIGN



	 	 	19176	 	 	 	25	 	 			 	 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	U.K. 


S IN SHIELD DESIGN

	 	 	10299	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	UNITED
KINGDOM SM:
 S IN SHIELD DESIGN

	 	 	12906	 	 	 	35	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Venezuela 


S IN SHIELD DESIGN

	 	 	10650	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Vietnam 


S IN SHIELD DESIGN

	 	 	10422	 	 	 	25	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 16 of 17









 





SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

(1) S IN SHIELD DESIGN; (2) S ABSTRACT SHIELD DESIGN; and (3) SHIELD DESIGN

U.S.: Pages 2-3 Foreign: Pages 4-17




As of
May 31, 2009








Page 17 of 17









 








SKECHERS U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARKS:

including the term SKECHERS




As of May 31, 2009




SKECHERS




AND MARKS INCLUDING THE TERM “SKECHERS”




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	SKECHERS

	 	 	07074	 	 	SKECHERS
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	SKECHERS and

megaphone design

	 	 	09615	 	 		 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	SKECHERS

(BAGS)

	 	 	09758	 	 	SKECHERS
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	“SKECHERS USA” 


Class 25 — Footwear

	 	 	09828	 	 	SKECHERS 

USA
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	“SKECHERS USA, S
FOOTWEAR AND
DESIGN 


Class 25 — footwear

	 	 	10692	 	 		 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USSM: SKECHERS

	 	 	10800	 	 	SKECHERS
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (ITU) 

STRETCH-FIT BY 

SKECHERS

	 	 	12444	 	 	STRETCH-FIT BY

SKECHERS
	 		 		 	









 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 2 of 40









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	USTM (DIV)

STRETCH-FIT BY SKECHERS


div of 12444

	 	 	13347	 	 	STRETCH-FIT

BY SKECHERS
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM: (ITU) 

SKECHERS MEN’S USA

	 	 	12530	 	 	SKECHERS MEN’S USA
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	“JAMMERS
BY SKECHERS”

	 	 	12035	 	 	JAMMERS BY SKECHERS
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM: (ITU) 

THAT TOO FROM SKECHERS

	 	 	12748	 	 	THAT TOO FROM

SKECHERS
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (ITU)

S SKECHERS COMFORT

and design

for apparel

	 	 	12828	 	 		 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (ITU)
QUADS BY 

SKECHERS

	 	12849


Class
	 	 	QUADS BY SKECHERS
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (USE) 

S SKECHERS COMFORT 

and design

	 		 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM 


SKECHERS

	 	 	13709	 	 	SKECHERS
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (USE)


SKECHERS

	 	 	13710 	 	 	SKECHERS SPORT
	 		 		 	
	 
	USTM


SKECHERS SPORT 

25 for
apparel

	 	 	13711	 	 	SKECHERS SPORT
	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 3 of 40









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	USTM


SKECHERS SPORT 
14 for wrist and
pocket watches

	 	 	13712	 	 	SKECHERS

SPORT
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (Use Based)



SKECHERS 

COLLECTION

	 	 	13713	 	 	SKECHERS

COLLECTION
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (ITU)


SKECHERS COLLECTIONS

25 for appeal

	 	 	13714	 	 	SKECHERS COLLECTION
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM
(ITU)


SKECHER  USA 

25 for apparel

	 	 	13716	 	 	SKECHERS USA
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (ITU)

SKECHERS USA

	 	 	13717	 	 	SKECHERS USA
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (ITU)


SKECHERS LOVE THE SHOES


Class 25 — Footwear and apparel,
namely, men’s, women’s and
children’s clothing and
outerwear, namely, tops, shirts,
t-shirts, knit shirts,
sweat-shirts, sweaters, sports
shirts, sports jerseys, bottoms,
pants, sweat-pants, trousers,
shorts, jackets, coats.

	 	 	18917	 	 	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 4 of 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	DESIGN OF	 	 	 	 	 	 
	COUNTRY	 	NO.	 	MARK	 	[*]	 	[*]	 	[*]
	USTM (ITU): 


SKECHERS HOT FUDGE 


Class 16 — Publications,
namely, comic books,
comic magazines, cartoon
prints, graphic novels
and printed stories in
illustrated form
featured in books and
magazines.

 Class 25 —
Footwear.

	 	 	18922	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (ITU): 

SKECHERS 


Class 09 — Eyewear,
namely eyeglasses,
sunglasses and optical
frames; eyewear
accessories namely
eyewear cases, neck
cords and neck chains

	 	 	19906	 	 	Word Mark
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM (ITU):

 SKECHERS 


Class 25 — Clothing,
namely, uniforms, tops,
vests, pants, dresses,
skirts, jackets, lab
coats, headwear and non-surgical scrubs worn by
nurses and other medical
and health care
professionals.

	 	 	19970	 	 	Word Mark
	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 5 of 40











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Algeria 


SKECHERS

	 	 	08535	 	 	 	25	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	Argentina 


SKECHERS

	 	 	08713	 	 	 	25	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	Australia 


SKECHERS

	 	 	07081	 	 	 	25	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	Australia 


SKECHERS

	 	 	14364	 	 	 	18	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	Austria 


SKECHERS

	 	 	07496	 	 	 	25	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	Austria 


SKECHERS

	 	 	14365	 	 	 	18	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	Bahamas 


SKECHERS

	 	 	08527	 	 	 	38	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	Bahrain 


SKECHERS

	 	 	08522	 	 	 	25	 	 	 		 	 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






 Page 6 of 40 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Benelux 


SKECHERS

	 	 	07124	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Benelux 


SKECHERS

	 	 	14366	 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Bermuda 


SKECHERS

	 	 	08528	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Bolivia 


SKECHERS

	 	 	08529	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Bolivia 


SKECHERS

	 	 	14367	 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Bosnia- Herzegovina 

SKECHERS

	 	 	15601	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Botswana 


SKECHERS

	 	 	08517	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Brazil 


SKECHERS

	 	 	08833	 	 	 	28	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 Page 7 of 40 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Brazil 


Skechers

	 	 	07080	 	 	 	25	 	 		 		 	
	Class 25 for apparel

	 	 	 	 	 	 	 	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 Page 8 of 40 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Brazil 


SKECHERS

	 	 	14368	 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Brazil

	 	 	17295	 	 	 	25	 	 		 		 	
	SKECHERS

	 	 	 	 	 	 	 	 	 		 		 	
	BEACH

	 	 	 	 	 	 	 	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






 Page 9 of 40 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Brazil 



	 	 	17296	 	 	 	25	 	 	 		 	 		 	
	SKECHERS

	 	 	 	 	 	 	 	 	 	 		 	 		 	
	SPORT

	 	 	 	 	 	 	 	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	Bulgaria 


SKECHERS

	 	 	12451	 	 	 	25	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	Bulgaria 


SKECHERS

	 	 	14369	 	 	 	18	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	Canada 


SKECHERS

	 	 	07325	 	 	 	25	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	CANADA TM:

	 	 	13718	 	 	 	14	 	 	 		 	 		 	
	SKECHERS 14 for
wrist and pocket
watches

	 	 	 	 	 	 	 	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	CANADA TM: 


SKECHERS

	 	 	14370	 	 	 	18	 	 	 		 	 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






 Page 10 of 40 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	CANADA TM: 


SKECHERS 

SPORT

	 	 	13719	 	 	 	25	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	CANADA TM: 



	 	 	14073	 	 	 	25	 	 	 		 	 		 	
	SKECHERS

	 	 	 	 	 	 	 	 	 	 		 	 		 	
	 SPORT

	 	 	 	 	 	 	 	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	CANADA TM:

	 	 	13721	 	 	 	25	 	 	 		 	 		 	
	

SKECERS 

COLLECTION 

25 apparel
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	CANADA TM:

	 	 	14074	 	 	 	25	 	 	 		 	 		 	
	SKECHERS 

COLLECTION

	 	 	 	 	 	 	 	 	 	 		 	 		 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	CANADA TM:

	 	 	13722	 	 	 	25

14	 	 	 		 	 		 	
	SKECHERS USA 

25 apparel 

14 watches
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 		 	
	CANADATM:


SKECHERS


(Class 9)

	 	 	19907	 	 	 	09	 	 	 		 	 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






 Page 11 of 40 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTR.	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Chile 


SKECHERS

	 	 	07478	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Chile 


SKECHERS

	 	 	14371	 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Chile 

SKECHERS

	 	 	15668	 	 	 	35	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	China:


SKECHERS


Class 9 — Eye
glasses;
sunglasses;
pince-nez chains;
pince-nez cases;
eyeglass cases;
spectacles
[optics]; spectacle
frames; eyeglass
frames; pince-nez
mountings; contact
lenses.

	 	 	17600	 	 	 	09	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 Page 12 of 40 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	China 


SKECHERS


- in Chinese 

script

	 	 	10023	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	China 


SKECHERS

	 	 	07087	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	China


SKECHERS


Class 18 — Bags.

	 	 	14372	 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	China


SKECHERS


Class 14

	 	 	19436	 	 	 	14	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	China


SKECHERS


Class 09

	 	 	19934	 	 	 	09	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 Page 13 of 40 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Colombia 


SKECHERS

	 	 	07497	 	 	 	25	 	 		 		 	
	 

	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Colombia 


SKECHERS

	 	 	14373	 	 	 	18	 	 		 		 	
	 

	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Costa Rica 


SKECHERS

	 	 	08526	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Croatia 


SKECHERS

	 	 	08510	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Croatia 


SKECHERS

	 	 	14374	 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	CTM 


SKECHERS

	 	 	14375	 	 	 	18	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






 Page 14 of 40 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	CTM




SKECHERS 

3 Classes

	 	 	15681	 	 	25

18

35
	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	CTM



SKECHERS



Class 09

	 	 	19908	 	 	 	09	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Cyprus




SKECHERS

	 	 	07840	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Czech 

Republic

	 	 	07479	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Denmark




SKECHERS

	 	 	07459	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Denmark

	 	 	14376	 	 	 	18	 	 		 		 	
	SKECHERS

	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Dominican 

Republic

	 	 	17109	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	SKECHERS

	 	 	 	 	 	 	 	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 15 of 40









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Dubai

	 	 	08524	 	 	 	25	 	 		 		 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Ecuador

	 	 	09877	 	 	 	25	 	 		 		 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Ecuador

	 	 	14377	 	 	 	18	 	 		 		 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Egypt

	 	 	08516	 	 	 	25	 	 		 		 	
	SKECHERS

	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	El Salvador

	 	 	08530	 	 	 	25	 	 		 		 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Estonia 

SKECHERS

	 	 	14946	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Finland

	 	 	07480	 	 	 	25	 	 		 		 	
	SKECHERS

	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Finland

	 	 	14378	 	 	 	18	 	 		 		 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 16 of 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	France

	 	 	07076	 	 	 	25	 	 			 	 	 		 	 	
	SKECHERS
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	France

	 	 	12921	 	 	 	9	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	14	 	 			 	 	 		 	 	
	SKECHERS

	 	 	 	 	 	18

28
	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	France

	 	 	12922	 	 	 	12	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	32	 	 			 	 	 		 	 	
	SKECHERS

	 	 	 	 	 	 	41	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	FRANCE SM:

	 	 	12903	 	 	 	16	 	 			 	 	 		 	 	
	SKECHERS

	 	 	 	 	 	 	35	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	Germany

	 	 	07077	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 		 	 		 	 	
	SKECHERS

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	GERMANY SM:

	 	 	12904	 	 	 	42	 	 			 	 	 		 	 	
	SKECHERS

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	Germany

	 	 	14379	 	 	 	18	 	 			 	 	 		 	 	
	 
	SKECHERS

	 	 	 	 	 	 	 	 	 		 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 17 of 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Greece

	 	 	07481	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	SKECHERS
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	Greece:

	 	 	14380	 	 	 	18	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	SKECHERS

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	Guatemala

	 	 	08531	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	SKECHERS

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	Guatemala

	 	 	14689	 	 	 	42	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	SKECHERS

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	Honduras

	 	 	08538	 	 	 	25	 	 		 	 		 	 	
	 
	SKECHERS

	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	Hong Kong

	 	 	10022	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	SKECHERS

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	- in transliteration

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 18 of 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Hong Kong

	 	 	07082	 	 	 	25	 	 		 		 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Hong Kong

SKECHERS

	 	 	14381	 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Hungary

SKECHERS

	 	 	07489	 	 	 	25	 	 		 		 	
	 

	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Hungary

SKECHERS

	 	 	14382	 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Iceland 



SKECHERS

	 	 	08511	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Iceland

	 	 	14383	 	 	 	18	 	 		 		 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 19 of 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	India

	 	 	07482	 	 	 	25	 	 	 		 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	SKECHERS

	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 20 of 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	India

SKECHERS

	 	 	14384	 	 	 	18	 	 		 				 	
	 
	 	 	 	 	 	 	 	 	 		 				 	
	Indonesia

SKECHERS

	 	 	07086	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 				 	
	Indonesia:

SKECHERS

	 	 	14385	 	 	 	18	 	 		 				 	
	 
	 	 	 	 	 	 	 	 	 		 				 	
	Ireland

SKECHERS

	 	 	07483	 	 	 	25	 	 		 				 	
	 
	 	 	 	 	 	 	 	 	 		 				 	
	Ireland:

SKECHERS

	 	 	14386	 	 	 	18	 	 		 				 	
	 
	 	 	 	 	 	 	 	 	 		 				 	
	Israel

SKECHERS

	 	 	07460	 	 	 	25	 	 		 				 	
	 
	 	 	 	 	 	 	 	 	 		 				 	
	Israel

SKECHERS

	 	 	14387	 	 	 	18	 	 		 				 	
	 
	 	 	 	 	 	 	 	 	 		 				 	
	Italy

SKECHERS

	 	 	07078	 	 	 	25	 	 		 				 	
	 
	 	 	 	 	 	 	 	 	 		 				 	
	Italy

SKECHERS

	 	 	14388	 	 	 	18	 	 		 				 	
	 
	 	 	 	 	 	 	 	 	 		 				 	
	Japan

SKECHERS

	 	 	09276	 	 	 	34	 	 		 				 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 21 of 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Japan

SKECHERS

	 	 	09196	 	 	 	9	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Japan

SKECHERS

	 	 	07079	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Japan

SKECHERS

	 	 	08061	 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Japan

SKECHERS

	 	 	09197	 	 	 	14	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Japan

SKECHERS

	 	 	09198	 	 	 	16	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Japan

SKECHERS

	 	 	09199	 	 	 	18	 	 		 		 	
	 
	Japan

	 	 	09200	 	 	 	25	 	 		 		 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 		 		 	
	Japan

SKECHERS

	 	 	09201	 	 	 	28	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 22 of 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	JAPAN SM:

	 	 	12905	 	 	 	42	 	 				 			 	 	
	SKECHERS

	 	 	 	 	 	 	 	 	 				 			 	 	
	 

	 	 	 	 	 	 	 	 	 		 			 	 	
	Jordan

	 	 	08518	 	 	 	25	 	 				 			 	 	
	 

	 	 	 	 	 	 	 	 	 				 			 	 	
	SKECHERS

	 	 	 	 	 	 	 	 	 				 		 	
	 
	 	 	 	 	 	 	 	 	 				 			 	 	
	Kazakhstan

	 	 	08515	 	 	 	25	 	 				 			 	 	
	 

	 	 	 	 	 	 	 	 	 				 			 	 	
	SKECHERS
	 	 	 	 	 	 	 	 	 				 			 	 	
	 
	 	 	 	 	 	 	 	 	 				 			 	 	
	Korea (So.)

	 	 	08470	 	 	 	45	 	 				 			 	 	
	 

	 	 	 	 	 	 	 	 	 				 			 	 	
	SKECHERS

- same mark as 8653

	 	 	 	 	 	 	 	 	 				 			 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 23 of 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Korea (So.)
	 	 	08653	 	 	 	45	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	SKECHERS

- same mark as 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	8470
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	Korea (So.)
	 	 	08654	 	 	 	43	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	Korea (So.)
	 	 	07084	 	 	 	27	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	SKECHERS
	 	 	 	 	 	 	 	 	 		 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 24 of 40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Korea (So.)
SKECHERS

	 	 	09708	 	 	 	25	 	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 25 of 40











 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Korea
	 	14389	 	18	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Korea
	 	19580	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	(Korean
	 	 	 	 	 		 		 	
	Transliteration)
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Kosovo
	 	19503	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 26 of 40









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Kuwait
	 	08519	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Latvia
	 	14947	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Lebanon
	 	07484	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Lithuania
	 	14948	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Macau
	 	08514	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







Page 27 of 40









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Malaysia
	 	07498	 	25	 		 		 	
	

SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Macedonia
	 	15602	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Mexico
	 	07324	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Mexico
	 	14390	 	18	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Moldova
	 	17544	 	25	 		 		 	
	 
	 	 	 	35	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Montenegro
	 	19488	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	Morocco
	 	08520	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







Page 28 of 40









 









	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Mozambique
	 	17834	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Mozambique
	 	17835	 	41	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Netherlands-
	 	11061	 	25	 		 		 	
	Antilles
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Netherlands-
	 	14391	 	18	 		 		 	
	Antilles
	 	 	 	 	 		 		 	
	

SKECHERS
	 	 	 	 	 		 		 	













 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







Page 29 of 40









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	New Zealand
	 	07499	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	New Zealand
	 	14392	 	18	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Nicaragua
	 	08532	 	25	 		 		 	
	 
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Norway
	 	07485	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Norway
	 	14393	 	18	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Pakistan
	 	08537	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Panama
	 	07105	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Panama
	 	14394	 	18	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	












 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.








Page 30 of 40









 










	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Paraguay
	 	08533	 	25	 		 		 	
	

SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Peru
	 	07486	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Peru
	 	14395	 	18	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Philippines
	 	14396	 	18	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Philippines
	 	07487	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	













 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







Page 31 of 40









 









	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Philippines
	 	17593	 	09	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Philippines
	 	20202	 	09	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 32 of 40











 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 		 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Poland
	 	07488	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Portugal
	 	07490	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Portugal
	 	14397	 	18	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Puerto Rico
	 	13518	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Puerto Rico
	 	14398	 	18	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Qatar
	 	08521	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Romania
	 	14399	 	18	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Romania
	 	15607	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 33 of 40









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Russia
	 	07493	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Russia
	 	14400	 	18	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Saudi Arabia
	 	07461	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Serbia
	 	15603	 	25	 		 		 	
	(formerly Serbia 
	 	 	 	 	 		 		 	
	and Montenegro)
	 	 	 	 	 		 		 	
	 
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Singapore
	 	07125	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Singapore
	 	10885	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	-in Chinese
	 	 	 	 	 		 		 	
	transliteration
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Singapore
	 	14401	 	18	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 34 of 40









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Slovak Republic
	 	07548	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Slovenia
	 	08512	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	South Africa
	 	07500	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	South Africa
	 	14402	 	18	 		 		 	
	 
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Spain
	 	07083	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Spain
	 	14403	 	18	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Sweden
	 	07491	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Sweden
	 	14404	 	18	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Switzerland
	 	07462	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 35 of 40









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Switzerland
	 	14405	 	18	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Syria
	 	18914	 	25	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Class 25 —
	 	 	 	 	 		 		 	
	Footwear and
	 	 	 	 	 		 		 	
	apparel
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Taiwan
	 	07099	 	41	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Taiwan
	 	11952	 	25	 		 		 	
	(Assigned)
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	- in Chinese
	 	 	 	 	 		 		 	
	Script
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Taiwan
	 	10805	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	- in Chinese
	 	 	 	 	 		 		 	
	Script for
	 	 	 	 	 		 		 	
	footwear
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Taiwan
	 	07085	 	40	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Taiwan
	 	14406	 	18	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	Taiwan
	 	19915	 	14	 		 		 	
	 
	 	 	 	 	 		 		 	
	SKECHERS

	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	(Class 14)
	 	 	 	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 36 of 40











 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 		 		 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Thailand 


SKECHERS
	 	07492 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Thailand

 SKECHERS
	 	14810 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Tunisia 


SKECHERS
	 	08536 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Turkey 


SKECHERS
	 	07463 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Turkey


SKECHERS
	 	14407	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	U.K. 


SKECHERS
	 	07075 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	U.K.


SKECHERS
	 	10189 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	UNITED 

KINGDOM SM: 

SKECHERS
	 	2902 	 	 	35	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	U.K. 


SKECHERS
	 	14408 	 	 	18	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 37 of 40









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 		 		 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Ukraine



SKECHERS

(Sojuz)
	 	07494 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Ukraine 


SKECHERS

(Vepol)
	 	15097 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	United Arab 

Emirates 


SKECHERS
	 	08523	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Uruguay



SKECHERS
	 	08534 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Uruguay



SKECHERS



Goods: Bags
	 	17588	 	 	18	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 38 of  40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 		 		 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Venezuela



SKECHERS
	 	07495 	 	 	25	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 39 of  40









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 		 		 	 
	COUNTRY	 	DOCKET	 	IC	 	[*]	 	[*]	 	[*]
	Venezuela 


SKECHERS
	 	14409 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Vietnam



SKECHERS
	 	14410 	 	 	18	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Vietnam



SKECHERS
	 	15657 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Zimbabwe 


SKECHERS
	 	08525 	 	 	25	 	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







Page 40 of  40











 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS FOR THE MARK:

SKECHERS AND DESIGN




As of May 31, 2009









 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	DUE DATE FOR	 	 
	 	 	DKT	 	 	 	 	 		 		 	FILING	 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	§ 8 & § 15	 	[*]
	U.S.A.

	 	 	8119	 	 	 	25	 	 		 			 	 	7/9/2002
	 	
	 

	 	 	 	 	 	 	 	 	 		 			 	 	Filed
	 	
	 
	 	 	 	 	 	 	 	 	 		 			 	 	 	 	
	U.S.A.

	 	 	08417	 	 	 	18	 	 		 			 	 	5/27/03
	 	
	 

	 	 	 	 	 	 	 	 	 		 			 	 	 	 	
	“SKECHERS USA SPORT-UTILITY BAGS AND DESIGN”

	 	 	 	 	 	 	 	 	 		 			 	 	 	 	
	 
	 	 	 	 	 	 	 	 	 		 			 	 	 	 	
	“SPORT- UTILITY FOOTWEAR”



	 	 	07274	 	 	 	 	 	 		 		 	10/1/2002
	 	
	 
	 	 	 	 	 	 	 	 	 		 			 	 	 	 	
	“SPORT-
UTILITY
SOCKWEAR
AND
DESIGN



	 	 	07728	 	 	 	 	 	 		 		 	7/21/2004

	 	
	 
	 	 	 	 	 	 	 	 	 		 			 	 	 	 	
	“SPORT- UTILITY
CLOTHING & DESIGN

	 	 	08305	 	 	 	 	 	 		 		 	11/16/2005
	 	
	
	 	 	 	 	 	 	 	 	 		 			 	 	 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 2 of 11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	Argentina

	 	 	8030	 	 	 	25	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	Australia

	 	 	8031	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	Benelux

	 	 	8032	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	Bolivia

	 	 	12185	 	 	 	25	 	 		 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	Brazil

	 	 	08033	 	 	 	28.20	 	 	 		 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 4 of 11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	Brazil

	 	 	17294	 	 	 	25	 	 			 	 		 	
	 

	 	 	 	 	 	 	 	 	 			 	 		 	
	S SKECHERS 
and Design


	 	 	 	 	 	 	 	 	 			 	 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Bulgaria

	 	 	12452	 	 	 	25	 	 		 		 	
	 

	 	 	 	 	 	 	 	 	 			 	 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Canada
— footwear

	 	 	08034	 	 	 	25	 	 		 		 	
	 
	 	 	 	 	 	 	 	 	 			 	 		 	
	Canada
— footwear

	 	 	09849	 	 	 	25	 	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 5 of 11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	Chile

	 	 	08035	 	 	 	25	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	China

	 	 	8036	 	 	 	25	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	Colombia

	 	 	9859	 	 	 	25	 	 	 		 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	Ecuador

	 	 	12186	 	 	 	25	 	 	 		 	 		 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	France

	 	 	8037	 	 	 	25	 	 	 		 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	Germany

	 	 	8038	 	 	 	25	 	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 			 	 	
	Hong Kong

	 	 	8039	 	 	 	25	 	 	 		 	 			 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 6 of 11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	India

	 	 	08040	 	 	 	25	 	 			 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 			 	 	
	Indonesia

	 	 	08041	 	 	 	25	 	 			 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	Israel

	 	 	8042	 	 	 	25	 	 			 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 			 	 	
	Italy

	 	 	8043	 	 	 	25	 	 		 			 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	

	 	 	08044	 	 	 	25	 	 			 	 			 	 	
	Japan
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	Japan

	 	 	08419	 	 	 	18	 	 			 	 			 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 			 	 	
	SKECHERS SPORT-UTILITY BAGS SKECHERS

	 	 	 	 	 	 	 	 	 			 	 			 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 			 	 	
	Korea (So.)

	 	 	8045	 	 	 	27	 	 			 	 			 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 7 of 11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	Korea (So.)

	 	 	8483	 	 	 	45	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Korea

	 	 	9811	 	 	 	45	 	 	 		 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Korea

	 	 	9812	 	 	 	27	 	 	 		 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Korea (So.)

	 	 	09813	 	 	 	45	 	 	 		 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	SKECHERS

SPORT 

UTILITY 

FOOTWEAR &

DESIGN

	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Mexico

	 	 	08046	 	 	 	25	 	 	 		 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Goods:
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Footwear and
 apparel

	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 8 of 11











 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	Mexico
	 	 	11365	 	 	 	16	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Goods:
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Cardboard
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Boxes
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Panama
	 	 	08047	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Peru
	 	 	12187	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Philippines
	 	 	08853	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	- for footwear
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Philippines
	 	 	11796	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Philippines
	 	 	09376	 	 	 	25	 	 	 		 	 	 		 	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 9 of 11








 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	Portugal
	 	 	8048	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Russia
	 	 	8049	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Puerto Rico
	 	 	13519	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Singapore
	 	 	08050	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	South Africa
	 	 	8051	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Spain
	 	 	7990	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Taiwan
	 	 	8052	 	 	 	25	 	 	 		 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	
	Thailand
	 	 	14810	 	 	 	25	 	 	 		 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 		 	 	 		 	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 10 of 11







 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	Turkey
	 	 	08854	 	 	 	25	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.K.
	 	 	08418	 	 	 	18	 	 		 	 		 	 	
	 
	SPORT-UTILITY BAGS

& DESIGN
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.K.
	 	 	8053	 	 	 	25	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	Venezuela
	 	 	11233	 	 	 	25	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 11 of 11










 





SKECHERS
U.S.A., INC. II

Status Report for the mark SKX

U.S. 1-4; Foreign 4-4


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 		 		 	 
	 	 	DKT	 	 	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	U S.A. (ITU)
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	11983	 	 	 	25	 	 		 	 		 	 	
	SKX
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A (ITU)
	 	 	11323	 	 	 	25	 	 		 	 		 	 	
	“SK”
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	-for footwear
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	USA
	 	 	12309	 	 	 	25	 	 		 	 		 	 	
	SKX for footwear
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	(child application,
Dkt. 11983)
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A. (ITU)
	 	 	12002	 	 	 	25	 	 		 	 		 	 	
	“SKX BY SKECHERS”
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A. (ITU)
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	“SKECHERS SKX”
	 	 	12004	 	 	 	25	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A. SERVICE MARK
(ITU)
“SKX”
	 	 	12005	 	 	 	42	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A. SERVICE MARK (ITU)
“SKX BY SKECHERS”
	 	 	12006	 	 	 	42	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A. SERVICE MARK
(ITU)
“SKECHERS SKX”
	 	 	12007	 	 	 	42	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A. TM/SM (ITU)
“SKX and Shield Design”
	 	 	12031	 	 	 	25

42	 	 		 	 		 	 	





 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 1 of 4








 






SKECHERS
U.S.A., INC. II

Status Report for the mark SKX

U.S. 1-4; Foreign 4-4


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DKT	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	U.S.A. TM/SM (ITU)
	 	 	12032	 	 	 	25

42	 	 		 	 		 	 	
	“SKX and Design”
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A. TM DIV
 SKX and design








Div. of 12032

	 	 	13100	 	 	 	25	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A. TM/SM (ITU)

SKX ENGINEERED BY SKECHERS and Design (stylized script)

	 	 	12831	 	 	 	25	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 		 	 		 	 	
	U.S.A. TM:

SKX ENGINEERED BY SKECHERS and Design (stylized script)

	 	 	12914	 	 	 	25	 	 		 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 2 of 4











 





SKECHERS
U.S.A., INC. II

Status Report for the mark SKX

U.S. 1-4; Foreign 4-4



As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 		 		 	 
	 	 	DKT	 	 	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	AUSTRALIA TM SKX

	 	 	12749	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	BULGARIA TM SKX

	 	 	12454	 	 	 	25	 	 		 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	CANADA TM SKX

	 	 	12750	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 		 	 		 	 
	CHINA TM SKX

	 	 	12751	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	CTM TM SKX

	 	 	12979	 	 	 	25	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	FRANCE TM SKX

	 	 	12752	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	GERMANY TM SKX

	 	 	12753	 	 	 	25	 	 			 	 	 		 	 	
	 

	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	GREECE TM SKX

	 	 	12754	 	 	 	25	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	HONG KONG TM

	 	 	12755	 	 	 	25	 	 			 	 	 		 	 	
	SKX 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	 
	 	 	 	 	 	 	 	 	 			 	 	 		 	 	
	JAPAN TM SKX

	 	 	12756	 	 	 	25	 	 			 	 	 		 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 3 of 4











 





SKECHERS
U.S.A., INC. II

Status Report for the mark SKX

U.S. 1-4; Foreign 4-4


As of May 31, 2009



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	 	 	DKT	 	 	 		 		 	 
	COUNTRY	 	NO.	 	IC	 	[*]	 	[*]	 	[*]
	NEW ZEALAND TM 
	 	12757	 	25	 		 		 	
	SKX
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	PANAMA TM SKX
	 	12758	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	PANAMA COLON FREE
	 	15293	 	25	 		 		 	
	ZONE TM SKX
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	PHILIPPINES SKX
	 	12344	 	25	 		 		 	
	for footwear
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	PUERTO RICO TM SKX
	 	13520	 	25	 		 		 	
	 
	 	 	 	 	 		 		 	
	SOUTH AFRICA TM 
	 	12759	 	25	 		 		 	
	SKX
	 	 	 	 	 		 		 	
	 
	 	 	 	 	 		 		 	
	TAIWAN TM SKX
	 	12760	 	25	 		 		 	
											
	 
	 	 	 	 	 		 		 	
	UNITED KINGDOM SKX
	 	12761	 	25	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







Page 4 of 4











 





SKECHERS U.S.A., INC. II

U.S. and Foreign Status Report for the mark

SOMETHIN’ ELSE FROM SKECHERS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 		 		 	Decl. of	 	 
	Mark	 	No.	 	Class	 	[*]	 	[*]	 	Use Due	 	[*]











 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 1 of 5









 





SKECHERS U.S.A., INC. II

U.S. and Foreign Status Report for the mark

SOMETHIN’ ELSE FROM SKECHERS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 		 		 	Decl. of	 	 
	Mark	 	No.	 	Class	 	[*]	 	[*]	 	Use Due	 	[*]
	ITU
SOMETHIN’ ELSE FROM
SKECHERS
(plain script)

	 	 	12469	 	 	Footwear

25
	 		 		 	08/12/2009
	 	
	 
	 	 	 	 	 	 	 		 		 	 	 	
	ITU
SUMTH’N ELSE FROM
SKECHERS
(plain script)

	 	 	12470	 	 	Footwear

25
	 		 		 	 	 	
	 
	 	 	 	 	 	 	 		 		 	 	 	
	ITU
SOMETHIN’ ELSE FROM
SKECHERS
(Stylized script)

	 	 	12830	 	 	Apparel

25
	 		 		 	 	 	
	 
	 	 	 	 	 	 	 		 		 	 	 	
	Use Based
SOMETHIN’ ELSE FROM
SKECHERS

(stylized script)

	 	 	12913	 	 	Footwear

25
	 		 		 	11/26/2008
	 	
	 
	 	 	 	 	 	 	 		 		 	 	 	
	USTM (USE BASED) 

DESIGN 

WAVE SHAPE

	 	 	13038	 	 	25

footwear
	 		 		 	 	 	
	 
	 	 	 	 	 	 	 		 		 	 	 	
	USTM (ITU) DESIGN
WAVE SHAPE

	 	 	13039	 	 	25

apparel.
	 		 		 	 	 	
	 
	 	 	 	 	 	 	 		 		 	 	 	
	USTM
SOMETHIN’ ELSE FROM
SKECHERS
(plain script)

	 	 	13041	 	 	25

apparel.
	 		 		 	01/31/2012
	 	
	 
	 	 	 	 	 	 	 		 		 	 	 	
	USTM (ITU)
SOMETHIN’ ELSE FROM
SKECHERS

(plain script)

	 	 	13042	 	 	18

Purses and handbags
	 		 		 	 	 	
	USTM (ITU)
SOMETHIN’ ELSE FROM
SKECHERS (stylized
script)

	 	 	13043	 	 	18

Purses
and
handbags
	 		 		 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 2 of 5









 





SKECHERS U.S.A., INC. II

U.S. and Foreign Status Report for the mark

SOMETHIN’ ELSE FROM SKECHERS




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 		 		 	Decl. of	 	 
	Mark	 	No.	 	Class	 	[*]	 	[*]
	 	Use Due	 	[*]
	USTM (ITU) DESIGN
WAVE SHAPE

	 	 	14235	 	 	25

footwear
	 		 		 	 	 	
	
	 	 	 	 	 	 	 	 	 		 		 	 	 	
	 
	 	 	 	 	 	 	 	 	 		 		 	 	 	
	USTM (ITU)
SOMETHIN’ ELSE

	 	 	14908	 	 	 	25	 	 		 		 	 	 	
	 
	 	 	 	 	 	 	 	 	 		 		 	 	 	
	USTM (Divisional)
SOMETHIN’ ELSE

	 	 	15685	 	 	 	35	 	 		 		 	 	 	
	 
	 	 	 	 	 	 	 	 	 		 		 	 	 	
	 
	 	 	 	 	 	 	 	 	 		 		 	 	 	
	USTM (ITU)
SOMETHIN’ ELSE

	 	 	15963	 	 	 	35	 	 		 		 	 	 	
	 

	 	 	 	 	 	 	 	 	 		 		 	 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 3 of 5









 





SKECHERS U.S.A., INC. II

U.S. and Foreign Status Report for the mark




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 		 		 	 
	Country	 	No.	 	Class	 	[*]	 	[*]	 	[*]
	Australia TM

	 	 	12956	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Brazil TM

	 	 	17297	 	 	Footwear
Class 25
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Canada TM

	 	 	12957	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	China TM

	 	 	12958	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	CTM TM

	 	 	12959	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	France TM

	 	 	12973	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Germany TM

	 	 	12974	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Hong Kong TM

	 	 	12960	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Japan TM

	 	 	12961	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	New Zealand TM

	 	 	12962	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Panama TM

	 	 	12963	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	Philippines TM

	 	 	12964	 	 	Footwear
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	South Africa TM

	 	 	12965	 	 	Footwear
	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 4 of 5









 





SKECHERS U.S.A., INC. II

U.S. and Foreign Status Report for the mark




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Docket	 	Goods	 		 		 	 
	Country	 	No.	 	Class	 	[*]	 	[*]	 	[*]
	Taiwan TM

	 	 	12966	 	 	Footwear
	 	 		 	 		 	
	 
	 	 	 	 	 	 	 	 		 	 		 	
	United Kingdom TM

	 	 	12975	 	 	Footwear
	 	 		 	 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 5 of 5











 






SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

SOHO LAB




As of May 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Docket	 	Design	 	[*]	 	[*]	 	[*]
	USTM (ITU): SOHO LAB

Divisional (Parent)
to 15631

	 	 	15375	 	 	WORD MARK
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USSM: SOHO LAB

Divisional (Child) of
15375

	 	 	15631	 	 	SOHO LAB
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	USTM: SOHO LAB

	 	 	16581	 	 	SOHO LAB
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	CHINA: SOHO LAB


Class 25 — Footwear;
apparel; football
shoes; hosiery;
gloves [clothing];
caps [head wear];
scarves; bathing
suits; waterproof
clothing

	 	 	18911	 	 	SOHO LAB
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	COLOMBIA: SOHO LAB

	 	 	16597	 	 	SOHO LAB
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	COLOMBIA: SOHO LAB

	 	 	17908	 	 	SOHO LAB
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	CTM: SOHO LAB

	 	 	15649	 	 	n/a
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	CTM SOHO LAB

	 	 	15818	 	 	SOHO LAB
	 		 		 	
	 
	 	 	 	 	 	 	 		 		 	
	JAPAN: SOHO LAB

	 	 	15650	 	 	SOHO LAB
	 		 		 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Docket	 	Design	 	[*]	 	[*]	 	[*]
	PANAMA: SOHO LAB

	 	 	16598	 	 	SOHO LAB
	 		 	 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Docket	 	Design	 	[*]	 	[*]	 	[*]
	VENEZUELA: SOHO LAB

	 	 	16599	 	 	SOHO LAB
	 		 	 	 	
	 
	VENEZUELA SM: SOHO LAB

	 	 	17909	 	 	SOHO LAB
	 		 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Docket	 	Design	 	[*]	 	[*]	 	[*]
	 

	 	 	 	 	 	 	 	 	 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







 









 





SKECHERS
U.S.A., INC. II

U.S. AND FOREIGN TRADEMARK REGISTRATIONS AND APPLICATIONS

Z-STRAP and Z STRAP (no hyphen)




As of May 31, 2009




	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	United States

Z-STRAP



(Our Docket 16783)

	 	Class 25 —
Footwear.
	 		 		 	
	 
	 	 	 		 		 	
	United States


Z-STRAP


(Our Docket 18128)

	 	Class 16 —
Publications,
namely, comic
books, comic
magazines, graphic
novels and printed
stories in
illustrated form
featured in books
and magazines.
	 		 		 	
	 
	 	 	 		 		 	
	United States


Z STRAP


(Our Docket 18604)

	 	Class 25 —
Footwear
	 		 		 	
	 
	 	 	 		 		 	
	United States


Z STRAP


(Our Docket 18918)

	 	Class 16 —
Publications,
namely, comic
books, comic
magazines, graphic
novels and printed
stories in
illustrated form
featured in books
and magazines.
	 		 		 	
	 
	 	 	 		 		 	
	United States

	 	Class 09 —
Pre-recorded DVDs,
	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 1 of 5









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	TM/SM 
 

Z STRAP 
 

(Our Docket 20336)

	 	digital video
discs, digital
versatile discs,
CD-ROM discs and
video cassettes
featuring animated
entertainment;
motion picture
films featuring
animated
entertainment;
downloadable
television shows
featuring animated
entertainment;
video game
cartridges; video
game discs.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Class 41 —
Entertainment in
the nature of
on-going television
programs in the
field of animated
entertainment.	 	 	 	 	 	 








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





Page 2 of 5











 





	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	 
	Country	 	Class	 	[*]	 	[*]	 	[*]
	Canada 


Z STRAP



(Our Docket 19104)

	 	Class 25 —
Footwear
	 		 		 	
	 
	 	 	 		 		 	
	China 


Z STRAP


(Our Docket 18912)

	 	Class 25 —
Footwear
	 		 		 	
	 
	 	 	 		 		 	
	China 


Z STRAP 


Our Docket 18913)

	 	Class 16 —
Publications,
namely, comic
books, comic
magazines,
graphic novels
and printed
stories in
illustrated form
featured in
books and
magazines.
	 		 		 	
	 
	 	 	 		 		 	
	CTM 


Z-STRAP


(Our Docket 18129)

	 	Class 16

Class 25
	 		 		 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 3 of 5











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 		 	 	 		 	 	 
	Country	 	Class	 	 	[*]            	 	 	 	[*]            	 	 	[*]
	CTM


Z STRAP


(Our Docket 19105)
	 	Class 25 —
	 	 		 	 			 	 	
	 	Footwear.
	 	 		 	 			 	 	
	 	 	 	 		 	 			 	 	
	 
	 	 	 	 		 	 			 	 	
	HONG KONG


Z STRAP


(Our Docket 19106)
	 	Class 25 —
	 	 		 	 			 	 	
	 	Footwear
	 	 		 	 			 	 	
	 	 	 	 		 	 			 	 	
	 
	 	 	 	 		 	 			 	 	
	Japan


Z STRAP


(Our Docket 18924)
	 	Class 16 —
	 	 		 	 		 	
	 	Publications,
	 	 		 	 			 	 	
	 	namely, comic 

books, comic
	 	 		 	 			 	 	
	 

	 	
	 	 		 	 			 	 	
	 

	 	magazines,
	 	 		 	 			 	 	
	 

	 	graphic novels
	 	 		 	 			 	 	
	 

	 	and printed
	 	 		 	 			 	 	
	 

	 	stories in
	 	 		 	 			 	 	
	 

	 	illustrated form
	 	 		 	 			 	 	
	 

	 	featured in books
	 	 		 	 			 	 	
	 

	 	and magazines.
	 	 		 	 			 	 	
	 

	 	 	 	 		 	 			 	 	
	 

	 	Class 25 —
	 	 		 	 			 	 	
	 

	 	Footwear.
	 	 		 	 			 	 	
	 

	 	 	 	 		 	 			 	 	
	 
	 	 	 	 		 	 			 	 	
	MEXICO


Z STRAP


(Our Docket 19016)
	 	Class 25 —
	 	 		 	 		 	
	 	Footwear.
	 	 		 	 			 	 	
	 	 	 	 		 	 			 	 	
	 

	 	 	 	 		 	 			 	 	
	 
	 	 	 	 		 	 			 	 	
	PHILIPPINES


Z STRAP


(Our Docket 19019)
	 	Class 25 —
	 	 		 	 		 	
	 	Footwear.
	 	 		 	 			 	 	
	 	 	 	 		 	 			 	 	
	 

	 	 	 	 		 	 			 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






Page 4 of 5











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 		 	 	 		 	 	 
	Country	 	Class	 	 	[*]	 	 	 	[*]	 	 	[*]
	TAIWAN

	 	Class 25 —
	 	 		 	 	 		 	 	
	 

	 	Footwear.
	 	 		 	 	 		 	 	
	Z STRAP

	 	 	 	 		 	 	 		 	 	
	 
	 	 	 	 		 	 	 		 	 	
	(Our Docket 19107)
	 	 	 	 		 	 	 		 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.







Page 5 of 5










 





310 GLOBAL BRANDS, INC.

STATUS REPORT OF LIVE U.S. AND FOREIGN TRADEMARK APPLICATIONS /

OPPOSITION PROCEEDINGS

HANDLED BY CONNOLLY BOVE LODGE & HUTZ LLP




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	§§ 8 & 15	 	 
	COUNTRY	 	IC	 	[*]	 	[*]	 	DUE DATE	 	[*]
	U.S.A.

310

	 	18, 25	 		 		 	11/13/2013
	 	
	 
	 	 	 	 	 		 		 	 	 	
	Bags (tote, sport, duffel,
rolling, messenger), backpacks
and luggage; footwear and
clothing
	 	 	 	 	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	BULGARIA

310

	 	25	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	Footwear and apparel
	 	 	 	 	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	CANADA


310


Footwear; clothing and outerwear

	 	25

(no official
classes in
Canada)
	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	EUROPEAN UNION


310


Automotive products; automobile
components; watches; key
chains; desk accessories;
leather goods; clothing; retail
services; maintenance services

	 	2, 3, 7, 9, 12, 14, 16, 18, 25, 35, 37	 		 		 	 	 	








 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.








 









 








310 GLOBAL BRANDS, INC.

STATUS REPORT OF LIVE U.S. AND FOREIGN TRADEMARK APPLICATIONS /

OPPOSITION PROCEEDINGS

HANDLED BY CONNOLLY BOVE LODGE & HUTZ LLP




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	§§ 8 & 15	 	 
	COUNTRY	 	IC	 	[*]	 	[*]	 	DUE DATE	 	[*]
	U.S.A.

	 	25	 		 		 	12/04/2013
	 	
	310 Combo (Elongated)

	 	 	 	 	 		 		 	 	 	
	 
	 	 	 	 	 		 	 	 			 	 	 	 	
	Footwear, clothing
and outerwear,
namely, tops,
bottoms, golf
shirts, jackets,
knit shirts, sport
shirts, sweat
shirts, t-shirts,
pants, sweaters,
shorts, jackets and
sports jerseys;
headwear, hats,
caps, beanies and
visors; wristbands
	 	 	 	 	 		 	 	 			 	 	 	 	
	 
	 	 	 	 	 		 	 	 			 	 	 	 	
	CHINA

	 	25	 		 			 	 	 	 	
	310 Combo (Elongated)





	 	 	 	 	 		 			 	 	 	 	
	Footwear, clothing,
swimsuits, rainwear,
socks, ties, belts,
headwear, scarves
and gloves
	 	 	 	 	 		 	 	 			 	 	 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






2











 





310 GLOBAL BRANDS, INC.

STATUS REPORT OF LIVE U.S. AND FOREIGN TRADEMARK APPLICATIONS /

OPPOSITION PROCEEDINGS

HANDLED BY CONNOLLY BOVE LODGE & HUTZ LLP




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	§§ 8 & 15	 	 
	COUNTRY	 	IC	 	[*]
	 	[*]	 	DUE DATE	 	[*]
	JAPAN


310 Combo (Elongated)



	 	 1, 3, 4, 9, 12,
14,
18, 25, 37 
	 		 		 	 	 	
	 
	 	 	 		 		 	 	 	
	Chemical motor oil additives and
detergents; glazing and coating
agents; automobile cleaners, wax,
polishes, soaps; compact disc cases;
eyeglasses and sunglasses;
automobile video systems;
automobile audio systems;
automobile radios and apparatus;
telephones, wheels, tires, automobile
bodies; automobile bumpers;
automobile seat cushions; automobile
windshield sunshades; automobile
parts and fittings made of plastic;
license plate frames and holders;
watches; handbags, tote bags, wallets,
duffel bags, briefcases, backpacks,
luggage, umbrellas and leather key
chains; footwear and clothing items;
automobile and truck maintenance,
conversion, customization and
accessory installation services;
automobile cleaning and car washing;
automobile waxing, polishing and
interior cleaning; automobile repair
and maintenance; automobile
undercoat ing services; automotive
refinishing
	 	 	 		 		 	 	 	
	 
	 	 	 		 		 	 	 	
	U.S.A.


310 Combo (Vertical)


Footwear

	 	 25 
	 		 		 	09/13/2011
	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






3









 






310 GLOBAL BRANDS, INC.

STATUS REPORT OF LIVE U.S. AND FOREIGN TRADEMARK APPLICATIONS /

OPPOSITION PROCEEDINGS

HANDLED BY CONNOLLY BOVE LODGE & HUTZ LLP




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	§§ 8 & 15	 	 
	COUNTRY	 	IC	 	[*]	 	[*]	 	DUE DATE	 	[*]
	U.S.A.


310 MOTORING


Key chains; footwear and clothing

	 	6, 20, 25	 		 		 	11/06/2013
	 	
	 
	 	 	 	 	 		 		 	 	 	
	U.S.A.


310 MOTORING


Bags

	 	18	 		 		 	03/18/2014
	 	
	 
	 	 	 	 	 		 		 	 	 	
	BRAZIL


310 MOTORING


Footwear; clothing and outerwear,
namely, tops, bottoms, golf shirts,
dresses, jumpers, cardigans, suits,
overcoats, overalls, trousers, jackets,
singlets, knit shirts, sport shirts, sweat
shirts, t-shirts, pants, sweaters, shorts,
beachwear, swimsuits, blouses,
pullovers, sports jerseys, scarves and
gloves; rainwear, rain gear, namely,
rain boots, rain coats, rain jackets,
rain suits and rain hats; lingerie and
underwear; socks, ties, bow ties and
belts; headwear, hats, caps, beanies
and visors; wristbands

	 	25	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	BULGARIA 


310 MOTORING


Footwear and apparel

	 	25	 		 		 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






4









 






310 GLOBAL BRANDS, INC.

STATUS REPORT OF LIVE U.S. AND FOREIGN TRADEMARK APPLICATIONS /

OPPOSITION PROCEEDINGS

HANDLED BY CONNOLLY BOVE LODGE & HUTZ LLP




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	§§ 8 & 15	 	 
	COUNTRY	 	IC	 	[*]	 	[*]	 	DUE DATE	 	[*]
	CANADA


310 MOTORING


Footwear; clothing and outerwear

	 	25

(no official
classes in
Canada)
	 		 	 	 	 	 	
	 
	 	 	 	 	 		 	 	 	 	 	
	CHILE


310 MOTORING


Footwear; clothing and outerwear,
namely, tops, bottoms, golf shirts,
dresses, jumpers, cardigans, suits,
overcoats, overalls, trousers, jackets,
singlets, knit shirts, sport shirts, sweat
shirts, t-shirts, pants, sweaters, shorts,
beachwear, swimsuits, blouses,
pullovers, sports jerseys, scarves and
gloves; rainwear, rain gear, namely,
rain boots, rain coats, rain jackets,
rain suits and rain hats; lingerie and
underwear; socks, ties, bow ties and
belts; headwear, hats, caps, beanies
and visors; wristbands

	 	25	 		 		 	 	 	
	 
	 	 	 	 	 		 	 	 	 	 	
	CHINA


310 MOTORING


Footwear, clothing, swimsuits,
rainwear, socks, ties, belts, headwear.
scarves and gloves

	 	25	 		 	 	 	 	 	







 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.





5









 






310 GLOBAL BRANDS, INC.

STATUS REPORT OF LIVE U.S. AND FOREIGN TRADEMARK APPLICATIONS /

OPPOSITION PROCEEDINGS

HANDLED BY CONNOLLY BOVE LODGE & HUTZ LLP




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	§§ 8 & 15	 	 
	COUNTRY	 	IC	 	[*]	 	[*]	 	DUE DATE	 	[*]
	COLOMBIA


310 MOTORING


Footwear; clothing and outerwear,
namely, tops, bottoms, golf shirts,
dresses, jumpers, cardigans, suits,
overcoats, overalls, trousers, jackets,
singlets, knit shirts, sport shirts, sweat
shirts, t-shirts, pants, sweaters, shorts,
beachwear, swimsuits, blouses,
pullovers, sports jerseys, scarves and
gloves; rainwear, rain gear, namely,
rain boots, rain coats, rain jackets,
rain suits and rain hats; lingerie and
underwear; socks, ties, bow ties and
belts; headwear, hats, caps, beanies
and visors; wristbands

	 	25	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	EUROPEAN UNION


310 MOTORING


Automotive products; automobile
components, eyewear, watches, bags,
footwear and clothing

	 	3, 9, 12,14,

18, 25	 		 		 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






6









 






310 GLOBAL BRANDS, INC.

STATUS REPORT OF LIVE U.S. AND FOREIGN TRADEMARK APPLICATIONS /

OPPOSITION PROCEEDINGS

HANDLED BY CONNOLLY BOVE LODGE & HUTZ LLP




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	§§ 8 & 15	 	 
	COUNTRY	 	IC	 	[*]	 	[*]	 	DUE DATE	 	[*]
	KOREA 


310 MOTORING


Footwear; clothing and outerwear,
namely, tops, bottoms, golf shirts,
dresses, jumpers, cardigans, suits,
overcoats, overalls, trousers, jackets,
singlets, knit shirts, sport shirts, sweat
shirts, t-shirts, pants, sweaters, shorts,
beachwear, swimsuits, blouses,
pullovers, sports jerseys, scarves and
gloves; rainwear, rain gear, namely,
rain boots, rain coats, rain jackets,
rain suits and rain hats; lingerie and
underwear; socks, ties, bow ties and
belts; headwear, hats, caps, beanies
and visors; wristbands

	 	25	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	PANAMA


310 MOTORING


Footwear; clothing and outerwear,
namely, tops, bottoms, golf shirts,
dresses, jumpers, cardigans, suits,
overcoats, overalls, trousers, jackets,
singlets, knit shirts, sport shirts, sweat
shirts, t-shirts, pants, sweaters, shorts,
beachwear, swimsuits, blouses,
pullovers, sports jerseys, scarves and
gloves; rainwear, rain gear, namely,
rain boots, rain coats, rain jackets,
rain suits and rain hats; lingerie and
underwear; socks, ties, bow ties and
belts; headwear, hats, caps, beanies
and visors; wristbands

	 	25	 		 		 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






7









 







310 GLOBAL BRANDS, INC.

STATUS REPORT OF LIVE U.S. AND FOREIGN TRADEMARK APPLICATIONS /

OPPOSITION PROCEEDINGS

HANDLED BY CONNOLLY BOVE LODGE & HUTZ LLP




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	§§ 8 & 15	 	 
	COUNTRY	 	IC	 	[*]
		[*]		DUE DATE	 	[*]
	VENEZUELA


310 MOTORING 


Footwear; clothing and outerwear,
namely, tops, bottoms, golf shirts,
dresses, jumpers, cardigans, suits,
overcoats, overalls, trousers, jackets,
singlets, knit shirts, sport shirts, sweat
shirts, t-shirts, pants, sweaters, shorts,
beachwear, swimsuits, blouses,
pullovers, sports jerseys, scarves and
gloves; rainwear, rain gear, namely,
rain boots, rain coats, rain jackets,
rain suits and rain hats; lingerie and
underwear; socks, ties, bow ties and
belts; headwear, hats, caps, beanies
and visors; wristbands

	 	25	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	EUROPEAN UNION


310 RACING


Automotive products; automobile
components, eyewear, watches, bags,
footwear and clothing

	 	3, 9, 12, 14,

18, 25	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	JAPAN


THE GAME BY 310 &
Design


Footwear and apparel

	 	25	 		 		 	 	 	
	 
	 	 	 	 	 		 		 	 	 	
	GUATEMALA


Opposition Proceeding re
310 MOTORING

	 	25	 		 		 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






8









 






310 GLOBAL BRANDS, INC.

STATUS REPORT OF LIVE U.S. AND FOREIGN TRADEMARK APPLICATIONS /

OPPOSITION PROCEEDINGS

HANDLED BY CONNOLLY BOVE LODGE & HUTZ LLP




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 	§§ 8 & 15	 	 
	COUNTRY	 	IC	 	[*]
	 	[*]	 	DUE DATE	 	[*]
	U.S.A.


Possible
Cancellation
Proceeding re D3 10

PRODUCE BY DESCENTS

	 	18, 25
	 		 		 	 	 	
	 
	EUROPEAN UNION


Possible Opposition
Proceeding re
TRES-DIEZ 3:10?

	 	18, 25, 35
	 		 		 	 	 	






 






	*	 	Confidential Portions of Columns Omitted and Filed Separately
with the Commission.






9









 







SKECHERS U.S.A., INC. II

U.S. Status Report for the mark

4 WHEELERS

(and related marks)







08/19/03 — Phil requested we discontinue prosecution of all of the files for 4 WHEELERS and 4

WHEELERS BY SKECHERS.



**01/14/03 — Amy requested we immediately discontinue prosecution on all 4 WHEELERS trademarks for the United States in class 25.**

**11/21/02 — Phil requested we immediately discontinue prosecution/ any work on all 4 WHEELERS trademarks for the United States in class 28.**

** 11/21/02 — Phil requested we proceed with foreign applications unless they involve a substantial amount of fees and costs. **



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	App. No.	 	Registration No.	 	§8 & §15	 	 
	Country	 	Docket	 	Class	 	Filing Date	 	Issue Date	 	Due	 	Status
	USTM

	 	13102	 	28	 	76/352,707

12/26/2001
	 	2,677,251

01/21/2003
	 	01/21/09
	 	REGISTRATION RENEWAL DUE 01/21/2013
	4-W

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	03/12/03 — Sent registration to Skechers and informed them that
pursuant to their request in their letter dated November 21, 2002,
we will not calendar the renewal of this registration.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Class 28 — Roller skates.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USTM (DIV.)

	 	13104	 	25	 	75/982,144

01/09/2002
	 	2,661,258

12/17/2002
	 	12/17/08
	 	REGISTRATION RENEWAL DUE 12/17/2012
	
4-W

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Class 25 — Footwear.


















 





Schedule 4.15




Deposit Accounts and Securities Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	Retail Bank Info	 	 	 	 
	Bank	 	Account Holder	 	Account Name	 	Route #	 	Account #	 	Address	 	Phone	 	Signer
	 	 	 
	Bank of America

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA, INC.
	 	122000661

510000855
	 	 	14578-01856	 	 	675 Anton Blvd. 2nd FL 

Costa Mesa, CA 92626

Contact: Sarah Singh
	 	714-850-6536
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JP Morgan Chase Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA, INC.
	 	 	021000021	 	 	 	777-116669	 	 	1999 Avenue of the Stars 

27th FL, CA2-1951

Los Angeles, CA 90067

Contact: Sharon Mayreis
	 	310-860-7202
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of Hawall

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC 28
	 	 	121301028	 	 	 	0080-525117	 	 	94-817 Lumiaina St. 

Waipahu, HI 96797
	 	888-643-3888
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	First Citizens

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC 42
	 	 	053100300	 	 	 	007411211950	 	 	18 Lake Concord Rd. 

Concord, NC 28025
	 	888-323-4732
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wachovia Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA

Wire
	 	021200025

031201467
	 	 	2000005469440	 	 	1525 West W.T. Harris Blvd. 

Charlotte, NC 28288
	 	800-566-3862
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sun Trust

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC #49
	 	 	061000104	 	 	 	0766766224350	 	 	7677 Dr. Phillips Blvd.

Orlando, FL 32819
	 	407-354-1398
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TD Banknorth

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC 11
	 	 	021201503	 	 	 	4243536880	 	 	260 Route 32

Central Valley, NY 10917
	 	800-482-5465
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Citizen’s Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC #52
	 	 	036076150	 	 	 	610164-909-5	 	 	195 Franklin Blvd. 

Philadelphia, PA 19154

contact: Louis Kaelin
	 	212-553-1862

800-862-6200
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Banco Popular (P.R.)

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA, INC #78
	 	 	021502011	 	 	 	119041030	 	 	BPPR Plaza Rial Canovanas 

CLAVE -507

P.O. Box 362708

San Jaun, PR 0936-2708

contact: Norma Vazquez
	 	787-876-2030
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Chase Bank (IL)

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	511101029	 	 	 	1115001668000	 	 	K-311 Woodfield Mall

Schaumberg, IL 60173

contact: Mary Beth Baldridge
	 	847-240-6475
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Highland Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC #92
	 	 	091916378	 	 	 	8002010	 	 	322 West Market

Bloomington, MN. 55425
	 	877-457-1305
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	First Bank of Colorado

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA. INC #75
	 	 	107005047	 	 	 	9195550653	 	 	10403 W.Colfax
Ave
Lakewood, CO 80215
	 	303-232-2000
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	National City

	 	Skechers U.S.A., Inc.
	 	SKECHERS US 111

Savings
	 	043000122

50014607
	 	 	658933683	 	 	201 S. Broad St.
 Grove City, PA 16127
	 	724-458-9250
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HSBC

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC 112
	 	 	021001088	 	 	 	143711962	 	 	630 Old Country Rd

Garden City, NY 11530
	 	516-742-5501
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Regions Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA

Wire
	 	063210112

062000019
	 	 	0036208566	 	 	91 Old Highway 98

Destin, FL 32550

Contact: Jamie Plummer
	 	850-833-8258

850-837-9537fax
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BB&T

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	061113415	 	 	 	5146958968	 	 	136 Hwy 400 S. 

Dawsonville, GA 30534
	 	706-216-5050
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Southern Community

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	061119875	 	 	 	27896	 	 	4970 Bill Gardner Parkway 

Locust Grove, GA 30248
	 	770-460-3818
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Central Bank of Lake of the Ozarks

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC

Wire
	 	081509070

086500634
	 	 	095561	 	 	3848 Hwy 54

Osage Beach, MO 65065

Contact: Dawn Arnold
	 	573-348-2761
	 	D.Weinberg
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Marshall & Isley Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA, INC.
	 	 	075000051	 	 	 	0038112162	 	 	31 Meadow View Dr.
	 	608-253-8425
	 	F. Schneider






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Retail Bank Info	 	 	 	 	 	 
	Bank	 	Account Holder	 	Account Name	 	Route #	 	Account #	 	Address	 	Phone	 	Singer
	 	 	 
	Compass Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA, INC.
	 	 	114909013	 	 	 	51311828	 	 	500 S.Missouri 

Weslaco, Texas 78596

Contact: Joann Freeman
	 	956-969-6262

959-969-1078fax
	 	F.Schneider
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Walls Fargo

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA, INC.
	 	

	543300393

112000066	

	 	 	2704166442	 	 	222 N. Kansas St.
El 
Paso, TX 79901
	 	915-546-4570
	 	F.Schneider
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Security National Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	42207308	 	 	 	1200121118630	 	 	2 South Main Street

Jeffersonville, OH 43128
	 	740-426-6384

740-426-6385
	 	F.Schneider
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	M & T Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	52000113	 	 	 	9850075566	 	 	10721 Fariway Lane

Hagerstown, MD 21740
	 	301-790-0901
	 	F.Schneider
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MainSource Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	74903308	 	 	 	5440830	 	 	3880 W. Presidential Way 

P.O. Box 38

Edinburgh, IN 46124
	 	812-526-0551
	 	F.Schneider
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit Card Processing

	 	 	 	 	 	 	 	 	 	 	Customer
#	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fifth Third Bank

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA, INC
	 	 	 	 	 	 	C 70538804	 	 	38 Fountain Square Plaza

10909A

Cincinnati, OH 45263

Contact: Amber Riley
	 	877-744-5300	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America	 	Skechers U.S.A., Inc.	 	SKECHERS USA INC	 	 	 	 	 	 	430132313568011	 	 	675 Anton Blvd. 

2nd Floor 

Costa Mesa, CA 92626	 	B2B Merchant service acct
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Corporate Bank Info	 	 	 	 	 	 
	Bank	 	Account Holder	 	Account Name	 	Route #	 	Account #	 	Address	 	Description	 	 
	 	 	 
	Bank of America

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	 	 	 	 	1457901483	 	 	675 Anton Blvd. 

2nd Floor 

Costa Mesa, CA 92626
	 	Disbursement acct	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America

	 	Skechers By Mail, Inc.
	 	Skechers By Mail
	 	 	 	 	 	 	1457602620	 	 	675 Anton Blvd. 

2nd Floor 

Costa Mesa, CA 92626
	 	Depository	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	 	 	 	 	1457202462	 	 	1655 Grant St

BldgA-10th Floor

Concord, CA 94520
	 	Payroll	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America

	 	Skechers U.S.A., Inc. II
	 	Skechers II
	 	 	 	 	 	 	1457903086	 	 	675 Anton Blvd. 

2nd Floor 

Costa Mesa, CA 92626
	 	Customs Disbursements	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Securities Account Info	 	 	 	 
	Investment Firm	 	Account Holder	 	Account Name	 	Route #	 	Account #	 	Address	 	Description	 	 
	 	 	 
	Bank of America Securities LLC

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	 	 	 	 	24901320	 	 	333 S. Hope St., 23rd Floor
Los Angeles, CA 90071	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank
of America, N.A.

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	 	 	 	 	408493	 	 	333 S. Hope St., 23rd Floor
Los Angeles, CA 90071	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wachovia Securities

	 	Skechers U.S.A., Inc.
	 	SKECHERS USA INC
	 	 	 	 	 	 	5889-0707	 	 	620 Coolidge Dr., Suite 300
Folsom, CA 95630	 	 	 	 










 









 








Schedule 4.17




Material Contracts




	1.	 	Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan of Skechers
U.S.A., Inc.
	 
	2.	 	Amendment No. 1 to Amended and Restated 1998 Stock Option, Deferred Stock and Restricted
Stock Plan of Skechers U.S.A., Inc.
	 
	3.	 	Amendment No. 2 to Amended and Restated 1998 Stock Option, Deferred Stock and Restricted
Stock Plan of Skechers U.S.A., Inc.
	 
	4.	 	Amendment No. 3 to Amended and Restated 1998 Stock Option, Deferred Stock and Restricted
Stock Plan of Skechers U.S.A., Inc.
	 
	5.	 	2006 Annual Incentive Compensation Plan of Skechers U.S.A., Inc.
	 
	6.	 	2007 Incentive Award Plan of Skechers U.S.A., Inc.
	 
	7.	 	Form of Restricted Stock Agreement under 2007 Incentive Award Plan of Skechers U.S.A., Inc.
	 
	8.	 	2008 Employee Stock Purchase Plan of Skechers U.S.A., Inc.
	 
	9.	 	Indemnification Agreement dated June 7, 1999 between Skechers U.S.A., Inc. and its directors
and executive officers.
	 
	10.	 	Registration Rights Agreement dated June 9, 1999, between Skechers U.S.A., Inc., the
Greenberg Family Trust and Michael Greenberg.
	 
	11.	 	Tax Indemnification Agreement dated June 8, 1999, between Skechers U.S.A., Inc. and certain
shareholders.
	 
	12.	 	Promissory Note, dated December 27, 2000, between Skechers U.S.A., Inc. and
Washington Mutual Bank, FA, for the purchase of property located at 225 South
Sepulveda Boulevard, Manhattan Beach, California.
	 
	13.	 	Loan Agreement, dated December 21, 2000, between Yale Investments, LLC, and MONY Life
Insurance Company, for the purchase of property located at 1670 South Champagne Avenue,
Ontario, California.
	 
	14.	 	Promissory Note, dated December 21, 2000, between Yale Investments, LLC, and MONY Life
Insurance Company, for the purchase of property located at 1670 Champagne Avenue,
Ontario, California.
	 
	15.	 	Agreement dated August 25, 2005 between Duncan Investments, LLC, a wholly owned subsidiary of
Skechers U.S.A., Inc., and Morley Construction Company regarding 330 South Sepulveda
Boulevard, Manhattan Beach, California.




 









 






	16.	 	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.
	 
	17.	 	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.
	 
	18.	 	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.
	 
	19.	 	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.
	 
	20.	 	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.
	 
	21.	 	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.
	 
	22.	 	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.
	 
	23.	 	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.
	 
	24.	 	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.
	 
	25.	 	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.
	 
	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.	 	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.
	 
	30.	 	Lease Agreement dated September 25, 2007 between Skechers U.S.A., Inc. and HF
Logistics I, LLC, regarding distribution facility in Moreno Valley, California.
	 
	31.	 	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.
	 
	32.	 	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.
	 
	33.	 	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.
	 
	34.	 	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.
	 
	35.	 	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.
	 
	36.	 	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.
	 
	37.	 	Lease Agreement dated June 20, 2008 between Skechers U.S.A., Inc. and KLCH Associates
regarding 140 West 34th Street, New York, New York.
	 
	38.	 	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.
	 
	39.	 	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.
	 
	40.	 	Purchase Order dated June 23, 2009 from Skechers U.S.A., Inc. to WEI West, Inc. for
approximately $80.7 million regarding material handling system and engineering services for
new distribution center, of which approximately $45.3 million in payables remains outstanding.
	 
	41.	 	License Agreement dated April 7, 2003 between Ecko.Complex, LLC dba Ecko Unltd., Skechers
U.S.A., Inc. II and Skechers International II
	 
	42.	 	License Agreement dated December 5, 2005 between Zoo York, LLC, Skechers U.S.A., Inc. II and
Skechers S.a.r.l.




 









 






	43.	 	License Agreement dated August 2007 between bebe stores, inc., Skechers U.S.A., Inc. and
Skechers U.S.A., Inc. II.
	 
	44.	 	Buying Agency Agreement dated June 1, 2006 between Skechers U.S.A., Inc. II and
Skechers Holdings Jersey Limited.
	 
	45.	 	Cost Sharing Agreement dated July 1, 2001 between Skechers U.S.A., Inc., Skechers U.S.A.,
Inc. II and Skechers International II.
	 
	46.	 	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.
	 
	47.	 	Skechers International II Partnership Agreement dated June 29, 2001 by Skechers U.S.A., Inc.





 









 





Schedule 4.19

Indebtedness




	 	 	 	 	 
	 	 	Amount
	 	 	Outstanding
	Indebtedness	 	as of 5/31/09
	 
	Washington Mutual
	 	 	9,195,477	 
	Borrower is
Skechers U.S.A., Inc.
re 225 S. Sepulveda Blvd. that matures on 1/1/11
	 	 	 	 
	 
	 	 	 	 
	Capmark
	 	 	7,095,091	 
	Borrower is
Yale Investments, LLC
re 1670 Champagne Avenue that matures on 1/1/11
	 	 	 	 
	 
	 	 	 	 
	HSBC
	 	 	1,272,736	 
	Skechers China, Ltd. is the Borrower under a revolving line
of credit with no maturity date
	 	 	 	 
	 
	 	 	 	 
	Capital Leases
	 	 	 	 
	 
	 	 	 	 
	Operating lease (Skechers U.S.A. is lessee; K.W. Global,
Inc. is lessor) of warehouse located at 295 Brea Canyon
Road in Industry, CA that was capitalized as part of
acquisition of Punkrose. Lease expires on 6/30/10
	 	 	235,619	 
	 
	 	 	 	 
	Skechers Do Brasil Calcados Ltda — Auto lease payments
	 	 	14,012	 
	 
	 	 	 	 
	Total Indebtedness
	 	 	17,812,934	 
	 
	 	 	 	 
	 
	 	 	 	 
	Intercompany Advances
	 	 	42,297,952	 
	 
	 	 	 	 
	Net Intercompany Advance balance due to Loan Parties
from Subsidiaries of Loan Parties that are not Loan Parties
	 	 	 	 






 









 





Schedule 4.30(a)




Third Party Locations of Inventory and Equipment


The following third party facility is where inventory of Skechers U.S.A., Inc. is located:




Automated Distribution Systems

34 Commerce Drive, Gaffney, SC 29340-4506








 









 








Schedule 4.30(b)




Locations of Inventory and Equipment



Domestic warehouse locations



The following warehouse locations are all leased by Skechers U.S.A., Inc. from third parties with
the exception of 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





Domestic retail store locations



See attached list of domestic stores, which includes three stores (nos. 243, 274 and 286) that are
expected to open within the next three months. All of the domestic retail store locations are
leased by Skechers U.S.A., Inc.




 









 










SKECHERS Domestic Store Listing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE 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	 	 	 	310.408.2946	 	 	 	6/1/95	 	 	 	2/15/10	 
	2	 	WHS	 	 	10,140	 	 	Gardena	 	19000 S. Vermont Avenue
	 	Gardena	 	CA	 	 	90248	 	 	 	310.327.4600	 	 	 	310.327.6274	 	 	 	9/1/95	 	 	 	8/31/10	 
	4R	 	OTL	 	 	4,490	 	 	Camarillo Promenade	 	620 Ventura Blvd., #1311
	 	Camarillo	 	CA	 	 	93010	 	 	 	805.388.1029	 	 	 	805.388.9603	 	 	 	4/23/09	 	 	 	1/31/20	 
	5	 	C	 	 	1,531	 	 	Galleria at South Bay	 	1815 Hawthorne Blvd. Space #112
	 	Redondo Beach	 	CA	 	 	90278	 	 	 	310.370.7769	 	 	 	310.370.0490	 	 	 	6/1/96	 	 	 	6/30/16	 
	6	 	OTL	 	 	2,768	 	 	Ontario Mills Outlet Mall	 	1 Mills Circle, Space #202
	 	Ontario	 	CA	 	 	91764	 	 	 	909.484.8733	 	 	 	909.484.8526	 	 	 	11/1/96	 	 	 	1/31/17	 
	7	 	OTL	 	 	2,376	 	 	Gilroy Premium Outlets	 	8300 Arroyo Circle, Space #B050
	 	Gilroy	 	CA	 	 	95020	 	 	 	408.847.8485	 	 	 	408.847.6686	 	 	 	3/28/97	 	 	 	3/31/17	 
	9	 	C	 	 	3,422	 	 	Sunvalley Mall	 	129B Sunvalley Mall, Space #E206
	 	Concord	 	CA	 	 	94520	 	 	 	925.691.5877	 	 	 	925.691.6878	 	 	 	7/1/97	 	 	 	1/31/11	 
	10R	 	OTL	 	 	4,001	 	 	Arizona Mills	 	5000 Arizona Mills Circle, Space #250
	 	Tempe	 	AZ	 	 	85282	 	 	 	480.755.7888	 	 	 	480.756.1261	 	 	 	6/28/07	 	 	 	4/30/17	 
	11	 	OTL	 	 	2,300	 	 	Woodbury Common Premium Outlets	 	877 Grapevine Court
	 	Central Valley	 	NY	 	 	10917	 	 	 	846.928.1469	 	 	 	846.928.1466	 	 	 	3/27/98	 	 	 	1/31/19	 
	12	 	C	 	 	1,562	 	 	Garden State Plaza	 	1 Garden State Plaza, #1230
	 	Paramus	 	NJ	 	 	07662	 	 	 	201.291.4128	 	 	 	201.291.4134	 	 	 	8/15/97	 	 	 	1/31/18	 
	16R	 	OTL	 	 	6,000	 	 	Tanger Outlet. Riverhead II	 	Long Island Expressway, Exit 73 Tanger Drive, Space #1209
	 	Riverhead	 	NY	 	 	11801	 	 	 	631.369.5526	 	 	 	631.369.3906	 	 	 	8/7/03	 	 	 	1/31/13	 
	18R	 	C	 	 	3,106	 	 	Beverly Center	 	8500 Beverly Blvd., Space #643
	 	Los Angeles	 	CA	 	 	90048	 	 	 	310.652.6185	 	 	 	310.652.5037	 	 	 	4/30/03	 	 	 	1/31/13	 
	19	 	OTL	 	 	3,197	 	 	Milpitas Mills	 	498 Great Mall Drive
	 	Milpitas	 	CA	 	 	95035	 	 	 	408.719.8155	 	 	 	408.719.8265	 	 	 	4/1/98	 	 	 	4/30/10	 
	21R	 	C	 	 	2,019	 	 	Irvine Spectrum	 	71 Fortune Drive, Space #852
	 	Irvine	 	CA	 	 	92618	 	 	 	949.450.0994	 	 	 	949.460.0996	 	 	 	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	 	 	 	11/19/98	 	 	 	1/31/19	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE 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	 	 	 	818.345.0662	 	 	 	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	 	 	 	5/22/98	 	 	 	5/31/15	 
	26	 	WHS	 	 	5,600	 	 	Anaheim	 	1195 N. State College Blvd.
	 	Anaheim	 	CA	 	 	92806	 	 	 	714.958.2477	 	 	 	714.956.2506	 	 	 	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	 	 	 	6/1/98	 	 	 	8/25/13	 
	28	 	OTL	 	 	1,898	 	 	Waikele Premium Outlets	 	94-792 Lumaina Street, Bldg. 2, #213
	 	Walpahu	 	HI	 	 	96797	 	 	 	808.680.9711	 	 	 	808.680.9239	 	 	 	7/23/98	 	 	 	7/31/15	 
	 29R	 	C	 	 	1,972	 	 	Bridgewater Commons	 	400 Commons Way, Space #3475
	 	Bridgewater	 	NJ	 	 	08807	 	 	 	908.686.5808	 	 	 	908.252.1779	 	 	 	11/21/08	 	 	 	9/30/18	 
	30	 	OTL	 	 	3,166	 	 	Fashion Outlets	 	32100 Las Vegas Blvd., Space #432
	 	Primm	 	NV	 	 	89019	 	 	 	702.874.1890	 	 	 	702.874.1895	 	 	 	7/15/98	 	 	 	1/31/19	 
	 31R	 	C	 	 	3,194	 	 	The Oaks	 	332 W. Hillcrest Drive, Space #L005
	 	Thousand Oaks	 	CA	 	 	91360	 	 	 	805.557.0166	 	 	 	805.557.0266	 	 	 	6/27/08	 	 	 	6/30/18	 
	32	 	C	 	 	1,995	 	 	Bayside Marketplace	 	401 Biscayne Blvd, Space #2250
	 	Miami	 	FL	 	 	33132	 	 	 	305.358.3583	 	 	 	305.358.8790	 	 	 	10/1/98	 	 	 	7/31/09	 
	36	 	OTL	 	 	2,970	 	 	Dolphin Mall	 	11401 N.W. 12th Street, Space #121
	 	Miami	 	FL	 	 	33172	 	 	 	305.591.2667	 	 	 	305.591.3017	 	 	 	3/3/01	 	 	 	2/28/19	 
	38	 	C	 	 	1,982	 	 	Glendale Galleria	 	2234 Glendale Galleria
	 	Glendale	 	CA	 	 	91210	 	 	 	818.543.0741	 	 	 	818.543.0744	 	 	 	9/1/98	 	 	 	1/31/11	 
	40	 	WHS	 	 	7,100	 	 	San Diego	 	4475 Mission Blvd., Space #A
	 	San Diego	 	CA	 	 	92109	 	 	 	858.581.6010	 	 	 	858.581.6222	 	 	 	12/1/98	 	 	 	1/31/12	 
	41	 	OTL	 	 	4,073	 	 	Katy Mills	 	28500 Katy Freeway, Space #671
	 	Katy	 	TX	 	 	77494	 	 	 	281.644.6500	 	 	 	281.644.6501	 	 	 	10/28/99	 	 	 	1/31/10	 
	42	 	OTL	 	 	3,846	 	 	Concord Mills	 	8111 Concord Mills Blvd., Space #694
	 	Concord	 	NC	 	 	28027	 	 	 	704.979.8333	 	 	 	704.979.8330	 	 	 	9/16/99	 	 	 	1/31/18	 
	43	 	C	 	 	4,261	 	 	Universal City Walk	 	1000 Universal Center Dr., Space #V118
	 	Universal City	 	CA	 	 	91608	 	 	 	818.762.9688	 	 	 	818.762.9317	 	 	 	3/25/00	 	 	 	3/16/15	 
	44	 	WHS	 	 	10,317	 	 	Norwalk	 	11033 E. Rosecrans Blvd., Space #A
	 	Norwaik	 	CA	 	 	90650	 	 	 	562.868.7747	 	 	 	562.868.6647	 	 	 	4/1/99	 	 	 	4/22/10	 
	45	 	WHS	 	 	10,400	 	 	El Monte	 	12017 E. Garvey Avenue, Space #A
	 	ElMonte
	 	CA	 	 	91733	 	 	 	626.454.3600	 	 	 	626.454.3657	 	 	 	10/1/99	 	 	 	10/31/09	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	46	 	OTL	 	 	2,914	 	 	Jersey Gardens Metro Mall	 	651 Kapkowski Blvd., Space #2061
	 	Elizabeth	 	NJ	 	 	07201	 	 	 	908.820.8825	 	 	 	908.820.8826	 	 	 	12/4/99	 	 	 	1/31/10	 
	47	 	OTL	 	 	3,682	 	 	Opry Mills	 	428 Opry Mills Drive, #230
	 	Nashville	 	TN	 	 	37214	 	 	 	615.514.6700	 	 	 	615.514.6701	 	 	 	5/14/00	 	 	 	1/31/11	 
	48	 	C	 	 	4,724	 	 	New York	 	140 W. 34th Street
	 	New York	 	NY	 	 	10001	 	 	 	646.473.0490	 	 	 	646.473.0491	 	 	 	6/4/00	 	 	 	6/30/17	 
	49	 	OTL	 	 	3,817	 	 	Orlando Premium Outlets	 	8200 Vlneland Ave., Space #1229
	 	Orlando	 	FL	 	 	32821	 	 	 	407.477.0029	 	 	 	407.477.0031	 	 	 	6/8/00	 	 	 	6/30/10	 
	50	 	OTL	 	 	4,272	 	 	Arundel Mills	 	7000 Arundel Mills Circle
	 	Hanover	 	MD	 	 	21076	 	 	 	443.755.8888	 	 	 	443.755.8885	 	 	 	11/17/00	 	 	 	1/31/11	 
	51	 	OTL	 	 	9,000	 	 	Las Americas	 	4345 Camino de la Plaza, #330
	 	San Diego	 	CA	 	 	92173	 	 	 	619.934.7340	 	 	 	619.934.7342	 	 	 	11/15/01	 	 	 	11/30/13	 
	52	 	OTL	 	 	3,800	 	 	Franklin Mills	 	1701 Franklin Mills Circle, #202
	 	Philadelphia	 	PA	 	 	19154	 	 	 	215.501.0710	 	 	 	215.501.0713	 	 	 	7/26/01	 	 	 	1/31/12	 
	53	 	OTL	 	 	2,011	 	 	Desert Hills Premium Outlets	 	 48400 Seminole Drive, #408
	 	Cabazon	 	CA	 	 	92230	 	 	 	961.922.9301	 	 	 	951.922.0852	 	 	 	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	 	 	 	8/2/02	 	 	 	1/31/13	 
	55	 	OTL	 	 	2,389	 	 	Folsom Premium Outlets	 	13000 Folsom Blvd., #1215
	 	Folsom	 	CA	 	 	96630	 	 	 	916.608.2209	 	 	 	916.608.2216	 	 	 	8/17/00	 	 	 	7/31/10	 
	56	 	WHS	 	 	9,595	 	 	Huntington Park	 	6202 Pacific Blvd.
	 	Huntington Park	 	CA	 	 	90255	 	 	 	323.582.3293	 	 	 	323.582.0523	 	 	 	2/10/01	 	 	 	2/28/11	 
	57	 	WHS	 	 	12,000	 	 	Halleah	 	3301 W. Okeechobee Road
	 	Hlaleah	 	FL	 	 	33012	 	 	 	305.817.1970	 	 	 	305.817.1969	 	 	 	11/19/00	 	 	 	1/31/11	 
	58	 	WHS	 	 	7,200	 	 	San Francisco	 	2600 Mission Street
	 	San Francisco	 	CA	 	 	94110	 	 	 	415.401.6211	 	 	 	415.401.6215	 	 	 	12/17/00	 	 	 	12/31/10	 
	59	 	WHS	 	 	10,000	 	 	Houston	 	8460 Gulf Freeway
	 	Houston	 	TX	 	 	77017	 	 	 	713.847.9327	 	 	 	713.847.9236	 	 	 	12/17/00	 	 	 	6/30/11	 
	60	 	WHS	 	 	12,669	 	 	Leon Valley	 	5751 N.W. Loop 410
	 	Leon	 	TX	 	 	78238	 	 	 	210.256.2160	 	 	 	210.256.2161	 	 	 	2/8/01	 	 	 	12/31/10	 
	61	 	WHS	 	 	10,400	 	 	The Edgewood Center	 	422 S. Azusa Avenue
	 	Azusa	 	CA	 	 	91702	 	 	 	626.812.0693	 	 	 	626.815.2553	 	 	 	6/23/02	 	 	 	5/31/12	 
	63	 	OTL	 	 	3,783	 	 	Grapevine Mills	 	3000 Grapevine Mills Pkwy, Space #G
	 	Grapevine	 	TX	 	 	76051	 	 	 	972.539.3117	 	 	 	972.539.8422	 	 	 	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	 	 	 	6/26/01	 	 	 	6/26/11	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	65	 	WHS	 	 	8,645	 	 	Long Beach	 	2550 Long Beach Blvd.
	 	Long Beach	 	CA	 	 	90806	 	 	 	562.490.2504	 	 	 	562.490.2505	 	 	 	6/15/01	 	 	 	6/30/11	 
	66	 	WHS	 	 	9,900	 	 	Waterford Lakes Town Center	 	517 N. Alafaya Trail
	 	Oriando	 	FL	 	 	32828	 	 	 	407.207.1239	 	 	 	407.207.2136	 	 	 	3/22/01	 	 	 	3/31/11	 
	67	 	OTL	 	 	3,389	 	 	Discover Mills	 	5900 Sugarloaf Parkway, #225
	 	Lawrenceville	 	GA	 	 	30043	 	 	 	678.847.5155	 	 	 	678.847.5157	 	 	 	11/2/01	 	 	 	1/31/12	 
	68	 	WHS	 	 	7,910	 	 	Snapper Creek	 	7174-7186 S.W. 117th Avo.
	 	Miami	 	FL	 	 	33183	 	 	 	305.270.1792	 	 	 	305.270.8506	 	 	 	3/24/01	 	 	 	9/30/12	 
	69	 	WHS	 	 	9,863	 	 	Miami Gateway	 	805.825 N.W. 167th Street
	 	Miami	 	FL	 	 	33169	 	 	 	305.627.0535	 	 	 	305.627.0636	 	 	 	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	 	 	 	11/1/01	 	 	 	1/31/11	 
	71	 	C	 	 	3,200	 	 	The Shops at Willow Bend	 	6121 West Park Blvd., Space #B116
	 	Piano	 	TX	 	 	75093	 	 	 	469.366.0149	 	 	 	469.366.0151	 	 	 	8/3/01	 	 	 	1/31/11	 
	76	 	OTL	 	 	3,583	 	 	Colorado Mills	 	14500 W. Colfax Avenue, # 259
	 	Lakewood	 	CO	 	 	80401	 	 	 	720.497.0141	 	 	 	720.497.0143	 	 	 	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	 	 	 	8/17/01	 	 	 	5/31/11	 
	78	 	OTL	 	 	5,282	 	 	Belz Canovanas	 	18400 State Rd. #3, Space #051
	 	Canovanas	 	PR	 	 	00729	 	 	 	787.886.0505	 	 	 	787.886.0515	 	 	 	8/16/01	 	 	 	8/31/11	 
	79	 	OTL	 	 	6,000	 	 	Las Vegas Outlet Center	 	7400 Las Vegas Blvd., South, #241
	 	Las Vegas	 	NV	 	 	89123	 	 	 	702.492.0592	 	 	 	702.492.0594	 	 	 	7/25/01	 	 	 	7/31/11	 
	80	 	OTL	 	 	3,500	 	 	Tanger Outlet. San Marcos	 	4015
Interstate 35 South, #1070
	 	San Marcos	 	TX	 	 	78666	 	 	 	512.363.4045	 	 	 	512.353.4012	 	 	 	7/14/01	 	 	 	7/31/11	 
	81	 	C	 	 	1,800	 	 	Partridge Creek	 	17420 Hall Road, #142
	 	Clinton Township	 	Ml	 	 	48038	 	 	 	586.226.0804	 	 	 	586.228.0809	 	 	 	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	 	 	 	11/21/01	 	 	 	11/30/11	 
	83	 	WHS	 	 	9,666	 	 	Los Angeles	 	5191 Whittler Boulevard
	 	Los Angeles	 	CA	 	 	90022	 	 	 	323.264.4700	 	 	 	323.264.4746	 	 	 	12/19/01	 	 	 	12/31/11	 
	84	 	WHS	 	 	13,305	 	 	El Cerrlto	 	5805 Cutting Blvd.
	 	El Cerrito	 	CA	 	 	94530	 	 	 	510.235.1123	 	 	 	510.236.1218	 	 	 	9/20/01	 	 	 	4/30/13	 
	86	 	OTL	 	 	3,500	 	 	Tanger Outlet Center. Kittery II	 	360 US Route 1, Unit 101
	 	Kittery	 	ME	 	 	03904	 	 	 	207.439.0566	 	 	 	207.439.3049	 	 	 	6/20/03	 	 	 	5/31/13	 
	87	 	C	 	 	2,400	 	 	Twelve Oaks	 	27500 Novi Road, #126
	 	Novi	 	Ml	 	 	48377	 	 	 	248.380.7020	 	 	 	248.380.7224	 	 	 	9/28/07	 	 	 	1/31/17	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	88	 	OTL	 	 	6,000	 	 	Queens Place	 	88.01 Queens Blvd., Space #121
	 	Queens Center	 	NY	 	 	11373	 	 	 	718.699.2773	 	 	 	718.699.0683	 	 	 	11/2/01	 	 	 	9/30/11	 
	89	 	OTL	 	 	3,510	 	 	Sun Valley Factory Shoppes	 	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, Suite 2057
	 	King of Prussia	 	PA	 	 	19406	 	 	 	610.337.7366	 	 	 	610.337.7822	 	 	 	11/15/01	 	 	 	3/31/16	 
	91	 	WHS	 	 	10,512	 	 	Fresno	 	86 E. Shaw Avenue
	 	Fresno	 	CA	 	 	93710	 	 	 	559.221.0399	 	 	 	559.221.0699	 	 	 	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	 	 	 	7/19/02	 	 	 	7/31/12	 
	93	 	OTL	 	 	3,414	 	 	Carisbad Premium Outlets	 	5610 Paseo Del None, #105
	 	Carisbad	 	CA	 	 	92008	 	 	 	760.918.0040	 	 	 	760.918.0057	 	 	 	6/16/02	 	 	 	6/31/12	 
	94	 	OTL	 	 	3,500	 	 	Tanger Outlet Center Wisconsin Dells	 	210 Gasser Road, Suite #1030
	 	Baraboo	 	Wl	 	 	53913	 	 	 	608.253.2024	 	 	 	608.253.2025	 	 	 	7/28/06	 	 	 	7/31/11	 
	95	 	C	 	 	3,019	 	 	Florida Mall	 	8001 S. Orange Blossom Trail, #312
	 	Oriando	 	FL	 	 	32809	 	 	 	407.851.0900	 	 	 	407.851.6773	 	 	 	8/22/02	 	 	 	1/31/13	 
	96	 	OTL	 	 	4,527	 	 	Tanger Outlet, Myrtle Beach	 	10827 Kings Road, Space #895
	 	N. Myrtle Beach	 	SC	 	 	29672	 	 	 	843.449.7473	 	 	 	843.449.6684	 	 	 	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	 	 	 	3/13/03	 	 	 	5/31/13	 
	99	 	OTL	 	 	4,550	 	 	Steinway Street	 	31.01 Stelnway Street
	 	Astoria	 	NY	 	 	11103	 	 	 	718.204.0040	 	 	 	718.204.2583	 	 	 	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	 	 	 	1/11/03	 	 	 	8/31/12	 
	102	 	WHS	 	 	8,000	 	 	El Paso	 	6100 Montana Avenue, Suite A
	 	El Paso	 	TX	 	 	79925	 	 	 	915.774.0002	 	 	 	915.774.0026	 	 	 	3/6/03	 	 	 	4/30/13	 
	103	 	C	 	 	2,781	 	 	Houston Galleria II	 	5085 Westhelmer, Suite B3615
	 	Houston	 	TX	 	 	77056	 	 	 	713.623.8660	 	 	 	713.623.0784	 	 	 	6/27/03	 	 	 	1/31/14	 
	104	 	C	 	 	3,165	 	 	Tyson’s Comer	 	1961 Chain Bridge Rd. Space # D12L
	 	McLean	 	VA	 	 	22102	 	 	 	703.790.5520	 	 	 	703.790.5542	 	 	 	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	 	 	 	10/4/02	 	 	 	1/31/12	 
	111	 	OTL	 	 	3,000	 	 	Prime Outlets at Grove City	 	Grove City Factory Shops #1020 1911 Leesburg-Grove City Road
	 	Grovo City	 	PA	 	 	16127	 	 	 	724.748.3547	 	 	 	724.748.4674	 	 	 	11/14/02	 	 	 	11/30/12	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	112	 	C	 	 	2,846	 	 	Roosevelt Fields	 	630 Old Country Road, #1064
	 	Garden City	 	NY	 	 	11530	 	 	 	616.873.7267	 	 	 	516.873.8029	 	 	 	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	 	 	 	5/1/03	 	 	 	4/30/14	 
	114	 	OTL	 	 	3,155	 	 	Las Vegas Premium Outlet	 	905 S. Grand Central Parkway, #1720
	 	Las Vegas	 	NV	 	 	89106	 	 	 	702.383.4061	 	 	 	702.383.4063	 	 	 	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	 	 	 	2/13/03	 	 	 	2/28/13	 
	119	 	WHS	 	 	11,260	 	 	Southgate Mall	 	4260 Florin Rd., Unit B103
	 	Sacramento	 	CA	 	 	95823	 	 	 	916.424.8763	 	 	 	916.424.8744	 	 	 	6/20/03	 	 	 	4/30/13	 
	120	 	WHS	 	 	10,251	 	 	Pavilions at San Mateo	 	4900 Cutler Ave. NE Space #E1
	 	Albuquerque	 	NM	 	 	87110	 	 	 	505.884.1191	 	 	 	505.884.8077	 	 	 	5/29/03	 	 	 	5/31/13	 
	121	 	OTL	 	 	3,894	 	 	Tanger Outlet Center Five Oaks	 	1645 Parkway, #1390
	 	Sevlerville	 	TN	 	 	37862	 	 	 	865.453.9911	 	 	 	865.453.9916	 	 	 	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	 	 	 	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	 	 	 	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	 	 	 	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	 	 	 	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	 	 	 	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	 	 	 	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	 	 	 	8/4/06	 	 	 	8/31/11	 
	132	 	WHS	 	 	5,512	 	 	Aurora City Place	 	130 S. Abilene St., SM.3
	 	Aurora	 	CO	 	 	80012	 	 	 	303.344.5767	 	 	 	303.367.2552	 	 	 	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	 	 	 	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	 	 	 	11/3/03	 	 	 	10/31/13	 
	135	 	OTL	 	 	3,065	 	 	Fashion Outlets of Niagara	 	1900 Military Dr., #12
	 	Niagara Falls	 	NY	 	 	14304	 	 	 	716.297.5464	 	 	 	716.297.4275	 	 	 	7/31/03	 	 	 	7/31/13	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	139	 	OTL	 	 	3,380	 	 	Silver Sands Factory Stores	 	10676 Emerald Coast Parkway West, #139
	 	Destin	 	FL	 	 	32550	 	 	 	850.650.0387	 	 	 	850.650.0951	 	 	 	7/2/03	 	 	 	7/31/13	 
	140	 	WHS	 	 	8,891	 	 	North Creek Plaza	 	7901 San Dario Avenue, Unit A
	 	Lardeo	 	TX	 	 	78045	 	 	 	956.796.1531	 	 	 	956.729.1862	 	 	 	3/1/07	 	 	 	2/29/12	 
	141	 	OTL	 	 	3,399	 	 	Potomac Mills	 	2700 Potomac Mills Circle, # 555
	 	Prince William	 	VA	 	 	22192	 	 	 	703.490.5546	 	 	 	703.490.5760	 	 	 	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	 	 	 	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	 	 	 	5/21/04	 	 	 	1/31/15	 
	144	 	OTL	 	 	3,287	 	 	Jersey Shore Premium Outlets	 	1 Premium Outlets Blvd., #221
	 	Tinton Falls	 	NJ	 	 	07753	 	 	 	732.695.1919	 	 	 	732.695.1994	 	 	 	11/13/08	 	 	 	1/31/14	 
	145	 	OTL	 	 	3,214	 	 	Seattle Premium Outlets	 	10800 Qull Ceda Blvd. Suite 715
	 	Tulallp	 	WA	 	 	98271	 	 	 	360.716.3886	 	 	 	360.716.3888	 	 	 	5/5/05	 	 	 	6/31/10	 
	146	 	OTL	 	 	3,500	 	 	Tanger Outlet Center Foley	 	2601 S McKenzie St, #488
	 	Foley	 	AL	 	 	36635	 	 	 	251-943-9101	 	 	 	251-943-9104	 	 	 	11/18/05	 	 	 	11/30/10	 
	147	 	OTL	 	 	4,000	 	 	Rehoboth I Tanger Outlets	 	35000 Midway Outlet Drive, #204
	 	Rehoboth Beach	 	DE	 	 	19971	 	 	 	302.644.6834	 	 	 	302.844.6836	 	 	 	7/1/05	 	 	 	6/30/10	 
	148	 	OTL	 	 	4,000	 	 	Locust Grove Tanger Outlet Center	 	1000 Tanger Drive, Suite 624
	 	Locust Grove	 	GA	 	 	30248	 	 	 	770.288.2011	 	 	 	770.288.2016	 	 	 	8/19/05	 	 	 	8/31/10	 
	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	 	 	 	6/8/05	 	 	 	1/31/15	 
	150	 	OTL	 	 	2,498	 	 	North Georgia Premium Outlets	 	800 Highway 400 South Suite 1050
	 	Dawsonville	 	GA	 	 	30534	 	 	 	706.216.1262	 	 	 	706.216.1362	 	 	 	7/15/05	 	 	 	7/31/10	 
	151	 	OTL	 	 	3,168	 	 	Clinton Crossing Premium Outlets	 	20-A Killlngworth Turnpike Suite 410
	 	Clinton	 	CT	 	 	06413	 	 	 	860.664.3833	 	 	 	860.664.3848	 	 	 	8/4/05	 	 	 	7/31/15	 
	152	 	C	 	 	3,045	 	 	Bellevue Square	 	575 Bellevue Square, Suite 240
	 	Bellevue	 	WA	 	 	98004	 	 	 	425.688.7601	 	 	 	425.688.7606	 	 	 	7/29/05	 	 	 	6/30/15	 
	153	 	OTL	 	 	3,350	 	 	Tilton	 	120 Laconia Road, Space # 306
	 	Tilton	 	NH	 	 	03276-5238	 	 	 	603.286.1247	 	 	 	603.286.9314	 	 	 	8/19/05	 	 	 	8/31/10	 
	154	 	OTL	 	 	3,320	 	 	Round Rock Premium Outlets	 	4401 North IH-35, Suite #729
	 	Round Rock	 	TX	 	 	78664	 	 	 	512.869.3090	 	 	 	512.819.9080	 	 	 	8/3/06	 	 	 	8/31/11	 
	155	 	C	 	 	2,700	 	 	Gaslamp - SoHo Lab	 	480 5th Avenue, Spaces 2-110 and 2-111
	 	San Diego	 	CA	 	 	92101	 	 	 	619.238.0912	 	 	 	619.238.4749	 	 	 	6/29/06	 	 	 	8/31/16	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	156	 	C	 	 	1,995	 	 	Burbank Collection	 	152 E. Palm Avenue, Space 214
	 	Burbank	 	CA	 	 	91502	 	 	 	818.624.2106	 	 	 	818.624.2408	 	 	 	2/26/09	 	 	 	1/31/19	 
	157	 	OTL	 	 	3,569	 	 	Branson Tanger Outlet Center	 	300 Tanger Boulevard, Space 501
	 	Branson	 	MO	 	 	65616	 	 	 	417.339.1304	 	 	 	417.339.1308	 	 	 	8/31/06	 	 	 	8/31/10	 
	158	 	C	 	 	2,012	 	 	The Pler at Ceasars	 	One Atlantic Ocean Suite BW-236
	 	Atlantic City	 	NJ	 	 	08401	 	 	 	609.345.7980	 	 	 	609.449.0369	 	 	 	10/19/06	 	 	 	12/31/16	 
	159	 	C	 	 	2,370	 	 	Westfield Topanga Plaza	 	6600 Topanga Canyon Blvd. Suite 43A
	 	Canoga Park	 	CA	 	 	91303	 	 	 	818.887.1827	 	 	 	818.887.5740	 	 	 	3/1/07	 	 	 	6/30/17	 
	160	 	C	 	 	2,360	 	 	Vegas Town Square	 	6605 South Las Vegas Blvd., Space N-139
	 	Las Vegas	 	NV	 	 	89119	 	 	 	702.361.8958	 	 	 	702.407.8463	 	 	 	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	 	 	 	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	 	 	 	11/2/06	 	 	 	11/30/11	 
	163	 	OTL	 	 	3,600	 	 	Park City Factory Outlets -Tanger	 	6699 North Landmark Dr.
	 	Park City	 	UT	 	 	84098	 	 	 	435.655.3912	 	 	 	435.655.3917	 	 	 	1/20/06	 	 	 	1/31/11	 
	164	 	OTL	 	 	3,075	 	 	Osage Beach Premium Outlets	 	4540 Highway 54 Space Q1
	 	Osage Beach	 	MO	 	 	65065	 	 	 	573.348.1883	 	 	 	573.348.4425	 	 	 	5/19/06	 	 	 	5/31/11	 
	165	 	C	 	 	2,531	 	 	Hollywood & Highland Center	 	6801 Hollywood Boulevard, Suite B3-326B
	 	Hollywood	 	CA	 	 	90028	 	 	 	323.382.0108	 	 	 	323.382.0124	 	 	 	6/28/06	 	 	 	4/30/16	 
	166	 	C	 	 	2,700	 	 	Summit Sierra	 	13985 S Virginia St. Space 803
	 	Reno	 	NV	 	 	89511	 	 	 	775.853.3330	 	 	 	775.853.3371	 	 	 	10/4/06	 	 	 	10/31/16	 
	167	 	C	 	 	1,803	 	 	Del Amo Fashion Center	 	3 Del Amo Fashion Center Space 83
	 	Torrance	 	CA	 	 	90503	 	 	 	310.793.2474	 	 	 	310.793.2484	 	 	 	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	 	 	 	8/23/07	 	 	 	8/31/17	 
	169	 	C	 	 	2,708	 	 	Queens Center Mall	 	90-15 Queens Blvd, Space 2008
	 	Elmhurst	 	NY	 	 	11373	 	 	 	718.592.4073	 	 	 	718.592.2418	 	 	 	7/20/06	 	 	 	1/31/17	 
	170	 	C	 	 	2,322	 	 	Woodbridge Center	 	2335 Woodbridge Center
	 	Woodbridge	 	NJ	 	 	07095	 	 	 	732.726.0920	 	 	 	732.726.0938	 	 	 	8/30/06	 	 	 	1/31/17	 
	172	 	OTL	 	 	3,515	 	 	Atlantic City Outlets	 	121 N. Arkansas, Space #316
	 	Atlantic City	 	NJ	 	 	08401	 	 	 	609.344.2850	 	 	 	609.344.2852	 	 	 	8/30/07	 	 	 	7/31/17	 
	173	 	OTL	 	 	3,500	 	 	Prime Orlando	 	4967 International Dr., Suite 3A-4.1
	 	Orlando	 	FL	 	 	32819	 	 	 	407.345.8922	 	 	 	407.345.8924	 	 	 	8/11/07	 	 	 	8/31/17	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	174	 	C	 	 	2,500	 	 	Cherry Creek	 	3000 East First Ave. Space #134
	 	Denver	 	CO	 	 	80206	 	 	 	303.333.1864	 	 	 	303.333.1871	 	 	 	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	 	 	 	10/5/06	 	 	 	1/31/16	 
	176	 	C	 	 	2,483	 	 	Promenade Shops at Dos Lagos	 	2785 Cabot Drive, Space 7-145
	 	Corona	 	CA	 	 	92883	 	 	 	951.277.0484	 	 	 	951.277.1265	 	 	 	1/18/07	 	 	 	1/31/17	 
	177	 	C	 	 	2,587	 	 	Arrowhead Towne Center	 	7700 West Arrowhead Towne Center, #1061
	 	Phoenix	 	AZ	 	 	85308	 	 	 	623.979.9040	 	 	 	623.979.9626	 	 	 	10/11/06	 	 	 	10/31/16	 
	178	 	C	 	 	2,184	 	 	Tyrone Square	 	6901 22nd Avenue North, Space 492A
	 	St. Petersburg	 	FL	 	 	33710	 	 	 	727.345.1061	 	 	 	727.345.3630	 	 	 	12/7/06	 	 	 	1/31/17	 
	179	 	OTL	 	 	3,500	 	 	Albertville Premium Outlets	 	6415 Labeaux Ave NE Space B230
	 	Albertville	 	MN	 	 	55301	 	 	 	763.488.1556	 	 	 	763.488.1557	 	 	 	9/21/06	 	 	 	9/30/11	 
	180	 	C	 	 	2,359	 	 	Northshore Mall	 	210 Andover St. #E125
	 	Peabody	 	MA	 	 	01960	 	 	 	978.531.7019	 	 	 	978.531.7046	 	 	 	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	 	 	 	1/10/07	 	 	 	1/31/17	 
	182	 	C	 	 	2,000	 	 	Mall of New Hampshire	 	1500 S. Willow Street, #S-165
	 	Manchester	 	NH	 	 	03103	 	 	 	603.629.9647	 	 	 	603.629.9659	 	 	 	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	 	 	 	1/17/07	 	 	 	1/31/17	 
	184	 	C	 	 	2,009	 	 	Anaheim Gardenwalk	 	321 West Katella Ave., #143
	 	Anaheim	 	CA	 	 	92808	 	 	 	714.533.9621	 	 	 	714.533.3779	 	 	 	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	 	 	 	3/16/07	 	 	 	3/31/12	 
	186	 	OTL	 	 	3,500	 	 	Gonzales Outlet Center	 	2210 S. Tanger Blvd., #206
	 	Gonzales	 	LA	 	 	70737	 	 	 	225.644.4555	 	 	 	225.644.3248	 	 	 	11/20/07	 	 	 	11/30/12	 
	187	 	OTL	 	 	3,500	 	 	Tanger Outlet Center, Washington, PA	 	2200 Tanger Blvd., Space #701
	 	Washington	 	PA	 	 	15301	 	 	 	724.228.8823	 	 	 	724.228.8826	 	 	 	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	 	 	 	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	 	 	 	2/21/07	 	 	 	12/31/16	 
	190	 	OTL	 	 	3,000	 	 	Chicago Premium Outlets	 	1650 Premium Outlets Blvd., #207
	 	Aurora	 	IL	 	 	60502	 	 	 	630.236.1118	 	 	 	630.238.1120	 	 	 	6/21/07	 	 	 	4/30/17	 
	192	 	OTL	 	 	3,300	 	 	Prime Outlets at Pleasant Prairie	 	11211 120th Ave., #579
	 	Pleasant Prairie	 	Wl	 	 	53158	 	 	 	262.857.9260	 	 	 	262.857.9470	 	 	 	3/22/07	 	 	 	3/31/17	 






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	193	 	C	 	 	1,820	 	 	Barton Creek Square	 	2901 Capital of Texas Highway, #N01C
	 	Austin	 	TX	 	 	78746	 	 	 	512.732.1882	 	 	 	512.732.1821	 	 	 	8/23/07	 	 	 	1/31/18	 
	194	 	C	 	 	1,909	 	 	Pheasant Lane Mall	 	310 Daniel Webster Highway, #W267A
	 	Nashua	 	NH	 	 	03060	 	 	 	603.891.1031	 	 	 	603.891.1045	 	 	 	4/5/07	 	 	 	1/31/18	 
	195	 	C	 	 	2,412	 	 	Edison Mall	 	4125 Cleveland Ave., #1470B
	 	Fort Myers	 	FL	 	 	33901	 	 	 	239.939.4911	 	 	 	239.939.2633	 	 	 	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	 	 	 	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	 	 	 	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	 	 	 	12/13/07	 	 	 	12/31/12	 
	199	 	C	 	 	1,992	 	 	Arden Fair	 	1689 Arden Way, #2042
	 	Sacramento	 	CA	 	 	95815	 	 	 	916.926.0980	 	 	 	916.926.8122	 	 	 	5/24/07	 	 	 	5/31/17	 
	200	 	C	 	 	2,658	 	 	Aventura Mall	 	19575 Biscayne Blvd., #1323
	 	Aventura	 	FL	 	 	33180	 	 	 	305.682.8221	 	 	 	305.931.0588	 	 	 	6/28/07	 	 	 	3/31/17	 
	201	 	C	 	 	2,414	 	 	Northgate Mall	 	401 NE Northgate Way, #533C
	 	Seattle	 	WA	 	 	98125	 	 	 	206.362.2930	 	 	 	206.362.3866	 	 	 	10/30/07	 	 	 	1/31/18	 
	202	 	C	 	 	2,000	 	 	The Shops at Mission Vlejo	 	555 The Shops at Mission vlejo, #934B
	 	Mission Vlejo	 	CA	 	 	92691	 	 	 	949.365.1256	 	 	 	949.365.0734	 	 	 	8/15/07	 	 	 	1/31/18	 
	203	 	C	 	 	2,559	 	 	Plaza Bonita	 	3030 Bonlta Plaza Road, #2276
	 	National City	 	CA	 	 	91950	 	 	 	619.267.8053	 	 	 	619.267.2384	 	 	 	7/1/08	 	 	 	1/31/19	 
	204	 	C	 	 	2,259	 	 	South Park Center	 	500 Southpark Center Drive, #HL68
	 	Strongsville	 	OH	 	 	44136	 	 	 	440.238.6617	 	 	 	440.238.6533	 	 	 	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	 	 	 	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	 	 	 	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	 	 	 	6/21/07	 	 	 	6/30/17	 
	210	 	C	 	 	2,527	 	 	Dadeland Mall	 	7535 Dadeland Mall, #3030
	 	Miami	 	FL	 	 	33165	 	 	 	786.268.1088	 	 	 	786.268.1168	 	 	 	8/9/07	 	 	 	1/31/18	 
	211	 	C	 	 	2,003	 	 	Clelo Vista Mall	 	8401 Gateway Blvd. West, G04A
	 	El Paso	 	TX	 	 	79925	 	 	 	915.781.7765	 	 	 	916.781.7765	 	 	 	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	 	 	 	10/16/07	 	 	 	8/31/17	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	213	 	WHS	 	 	6,000	 	 	Pacific Town Center	 	850 W. Hammer Lane
	 	Stockton	 	CA	 	 	95210	 	 	 	209.952.4519	 	 	 	209.952.5861	 	 	 	9/22/07	 	 	 	8/31/12	 
	215	 	C	 	 	2,310	 	 	Annapolis Mall	 	2002 Annapolis Mall, #1225
	 	Annapolis	 	MD	 	 	21401	 	 	 	410.573.9229	 	 	 	410.573.9433	 	 	 	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	 	 	 	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	 	 	 	10/21/07	 	 	 	1/31/18	 
	218	 	C	 	 	2,164	 	 	North Point Mall	 	1000 North Point Circle, #2032
	 	Alpharetta	 	GA	 	 	30022	 	 	 	770.667.2263	 	 	 	770.667.2071	 	 	 	11/15/07	 	 	 	1/31/18	 
	219	 	C	 	 	2,384	 	 	Augusta Mall	 	3450 Wrightsboro Road, #2510
	 	Augusta	 	GA	 	 	30909	 	 	 	706.736.1070	 	 	 	706.736.1072	 	 	 	10/19/07	 	 	 	1/31/18	 
	220	 	C	 	 	2,080	 	 	Meadowood Mall	 	5000 Meadowood Mall Circle, #C104
	 	Reno	 	NV	 	 	89502	 	 	 	775.828.9400	 	 	 	776.828.9403	 	 	 	3/13/08	 	 	 	1/31/18	 
	221	 	C	 	 	1,897	 	 	Chandler Fashion Center	 	3111 W. Chandler Blvd., #2436
	 	Chandler	 	AZ	 	 	86226	 	 	 	480.963.8600	 	 	 	480.963.8610	 	 	 	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	 	 	 	10/16/08	 	 	 	10/31/18	 
	223	 	WHS	 	 	7,102	 	 	Baldridge Commons	 	350 N. Dysart Road, Suites 205, 207,208, & 209
	 	Goodyear	 	AZ	 	 	86338	 	 	 	623.932.2027	 	 	 	623.932.3770	 	 	 	4/17/08	 	 	 	1/31/13	 
	224	 	OTL	 	 	3,200	 	 	Houston Premium Outlets	 	29300 Hempstead Road, #0861
	 	Cypress	 	TX	 	 	77433	 	 	 	281.758.1830	 	 	 	281.758.1639	 	 	 	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	 	 	 	4/3/08	 	 	 	1/31/19	 
	226	 	C	 	 	2,002	 	 	The Oaks Mall Florida	 	6215 Newberry Road, Space #H6
	 	Gainesville	 	FL	 	 	32605	 	 	 	352.332.2473	 	 	 	352.332.2708	 	 	 	9/18/08	 	 	 	1/31/19	 
	227	 	C	 	 	2,500	 	 	Pembroke Lakes Mall	 	11401 Pines Blvd., Space #426
	 	Pembroke Pines	 	FL	 	 	33026	 	 	 	954.447.1449	 	 	 	954.447.1491	 	 	 	6/13/09	 	 	 	1/31/20	 
	228	 	C	 	 	2,174	 	 	Coastland Center	 	1900 North Tamlami Trail, Space #H6
	 	Naples	 	FL	 	 	34102	 	 	 	239.261.3449	 	 	 	239.262.2692	 	 	 	6/12/08	 	 	 	1/31/19	 
	229	 	C	 	 	3,035	 	 	The Palmer House Hilton Retail Development	 	17 East Monroe St., Space #S-6
	 	Chicago	 	IL	 	 	60603	 	 	 	312.346.2302	 	 	 	312.346.2387	 	 	 	5/1/08	 	 	 	4/30/23	 
	230	 	C	 	 	2,623	 	 	Westfield Southcenter	 	816 Southcenter Mall, Space #1140
	 	Tukwila	 	WA	 	 	98188	 	 	 	206.246.2459	 	 	 	206.246.0662	 	 	 	7/25/08	 	 	 	1/31/19	 
	231	 	OTL	 	 	3,500	 	 	Prime Outlets Williamsburg	 	5555 Richmond Rd., Space #G140
	 	Williamsburg	 	VA	 	 	23188	 	 	 	757.220.3813	 	 	 	757.220.4824	 	 	 	4/17/08	 	 	 	4/30/18	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	232	 	OTL	 	 	3,500	 	 	Prime Outlets Puerto Rico	 	1 Prime Outlets Blvd., Space #520
	 	Barceloneta	 	PR	 	 	00617	 	 	 	787.970.0134	 	 	 	787.970.0136	 	 	 	11/14/08	 	 	 	11/30/18	 
	233	 	OTL	 	 	3,542	 	 	Prime Outlets Hagerstown	 	495 Prime Outlets Blvd., Space #565
	 	Hagerstown	 	MD	 	 	21740	 	 	 	240.420.0050	 	 	 	240.420.0052	 	 	 	3/13/09	 	 	 	3/31/19	 
	235	 	OTL	 	 	3,195	 	 	Prime Outlets Birch Run	 	12240 South Beyer Rd., Space #V011
	 	Birch Run	 	Ml	 	 	48415	 	 	 	989.624.9336	 	 	 	989.524.9526	 	 	 	4/10/08	 	 	 	4/30/18	 
	236	 	C	 	 	2,500	 	 	Westgate City Center	 	9404 W. Westgate Blvd., Space #C107
	 	Glendale	 	AZ	 	 	85305	 	 	 	623.772.1717	 	 	 	623.772.1919	 	 	 	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	 	 	 	3/27/08	 	 	 	3/31/18	 
	238	 	C	 	 	2,660	 	 	Greenwood Park Mall	 	1261 U.S. Highway 31 N, #C08C
	 	Greenwood	 	IN	 	 	46142	 	 	 	317.885.9470	 	 	 	317.885.9471	 	 	 	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	 	 	 	5/22/08	 	 	 	1/31/19	 
	241	 	C	 	3028 Ground Floor 1728 Basement 1300	 	Union Square	 	15 Union Square West, Space C
	 	New York	 	NY	 	 	10003	 	 	 	212.647.8891	 	 	 	212.647.8893	 	 	 	12/6/08	 	 	 	4/30/19	 
	242	 	C	 	 	2,300	 	 	Westfield Galleria at Roseville	 	1151 Galleria Blvd., Space 2085
	 	Roseville	 	CA	 	 	95678	 	 	 	916.782.1404	 	 	 	916.782.1462	 	 	 	n/a	 	 	 	n/a	 
	243	 	OTL	 	 	3,500	 	 	Preferred Outlets at Tulare	 	1407 Retherford St., Space K-040
	 	Tulare	 	CA	 	 	83274	 	 	 	n/a	 	 	 	 	 	 	Sept. 2009	 	 	n/a	 
	247	 	OTL	 	 	3,384	 	 	The Legends at Sparks Marina	 	1475 East Lincoln Way, #D138
	 	Sparks	 	NV	 	 	89434	 	 	 	775.358.4082	 	 	 	775.368.7528	 	 	 	6/18/09	 	 	 	1/31/20	 
	248	 	OTL	 	 	3,361	 	 	Lighthouse Place Premium Outlets	 	601 Wabash St., Space #G030
	 	Michigan City	 	IN	 	 	46360	 	 	 	219.878.0525	 	 	 	219.878.0527	 	 	 	8/28/08	 	 	 	1/31/19	 
	249	 	OTL	 	 	3,927	 	 	The Crossings Factory Outlets	 	1000 Route 511, Space #D04
	 	Tanneraville	 	PA	 	 	18372	 	 	 	570.629.4210	 	 	 	570.629.5017	 	 	 	9/25/08	 	 	 	1/31/19	 
	251	 	OTL	 	 	3,000	 	 	Tanger Factory Outlets at Commerce	 	800 Steven B Tanger Blvd., Space #1210
	 	Commerce	 	GA	 	 	30529	 	 	 	706.336.8471	 	 	 	706.336,8483	 	 	 	4/24/09	 	 	 	4/30/14	 
	252	 	OTL	 	 	3,727	 	 	Tanger Factory Outlets at Myrtle Beach Hwy 501	 	4633 Factory Stores Blvd., Space #C170
	 	Myrtle Beach	 	SC	 	 	29579	 	 	 	843.236.8085	 	 	 	843.236.8550	 	 	 	9/4/08	 	 	 	9/30/13	 
	255	 	OTL	 	 	3,154	 	 	Prime Outlets Jeffersonville	 	8000 Factory Shops Blvd., Space #620
	 	Jeffersonville	 	OH	 	 	43128	 	 	 	740.948.2048	 	 	 	740.948.2036	 	 	 	9/4/08	 	 	 	9/30/18	 
	257	 	WHS	 	 	6,000	 	 	Nellis Plaza	 	306 N.Nellis Blvd., #105
	 	Las Vegas	 	NV	 	 	89110	 	 	 	702.437.7676	 	 	 	702.437.7141	 	 	 	11/28/08	 	 	 	1/31/14	 
	258	 	C	 	 	2,312	 	 	Tucson Mall	 	4500 N. Oracle Road, Space #217
	 	Tucson	 	AZ	 	 	85705	 	 	 	520.293.2365	 	 	 	520.293.2257	 	 	 	3/20/09	 	 	 	3/31/19	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	 
	259	 	C	 	 	2,500	 	 	Lincoln Road	 	730 Lincoln Road
	 	Miami	 	FL	 	 	33139	 	 	 	305.673.9601	 	 	 	306.673.9605	 	 	 	n/a	 	 	 	3/31/18	 
	260	 	C	 	 	3,252	 	 	Natlck Collection	 	1245 Worcester Street, Space #4066
	 	Natlck	 	MA	 	 	01760	 	 	 	508.651.0569	 	 	 	508.6514174	 	 	 	11/26/08	 	 	 	10/31/18	 
	261	 	C	 	 	2,227	 	 	Park Meadows	 	8405 Park Meadows Center Dr, Space #1170
	 	Lone Tree	 	CO	 	 	80124	 	 	 	720.873.2800	 	 	 	720.873.2819	 	 	 	11/13/08	 	 	 	11/30/18	 
	262	 	OTL	 	 	3,679	 	 	Prime Outlets Gaffney	 	1 Factory Shops Blvd., Space #440
	 	Gaffney	 	SC	 	 	29341	 	 	 	864.487.9635	 	 	 	864.487.9537	 	 	 	3/13/09	 	 	 	3/31/18	 
	263	 	OTL	 	 	3,780	 	 	The Shoppes at Prime Outlets
International - Orlando	 	5269 International Dr., Space #C
	 	Orlando	 	FL	 	 	32819	 	 	 	407.351.2902	 	 	 	407.351.2964	 	 	 	2/13/09	 	 	 	2/28/14	 
	264	 	OTL	 	 	3,000	 	 	Tanger Outlets Howell	 	1475 N. Burkhart Road, Space #H120
	 	Howell	 	Ml	 	 	48855	 	 	 	517.646.5715	 	 	 	617.545.6717	 	 	 	3/19/09	 	 	 	3/31/14	 
	266	 	OTL	 	 	3,500	 	 	Edinburgh Premium Outlets	 	11741 North Executive Drive, Space #B85
	 	Edinburgh	 	IN	 	 	46124	 	 	 	812.526.5044	 	 	 	812.526.6147	 	 	 	3/27/09	 	 	 	1/31/20	 
	267	 	OTL	 	 	3,000	 	 	Allen Premium Outlets	 	820 West Stacy Road, Space #410
	 	Allen	 	TX	 	 	75013	 	 	 	972.908.2322	 	 	 	972.906.2392	 	 	 	5/22/09	 	 	 	12/31/09	 
	268	 	OTL	 	 	3,607	 	 	Citadel Outlets	 	100 Citadel Drive, Space #426
	 	Commerce	 	CA	 	 	90040	 	 	 	323.832.9884	 	 	 	323.832.9870	 	 	 	6/22/09	 	 	 	5/31/19	 
	269	 	OTL	 	 	2,850	 	 	Vacaville Premium Outlets	 	321 Nut Tree Road, Space #131H
	 	Vacaville	 	CA	 	 	95687	 	 	 	707.451.3768	 	 	 	707.451.3786	 	 	 	5/22/09	 	 	 	1/31/20	 
	274	 	OTL	 	 	3,200	 	 	Cincinnati Premium Outlets	 	127 Premium Outlets Drive, #619
	 	Monroe	 	OH	 	 	45050	 	 	 	n/a	 	 	 	 	 	 	August 2009	 	 	n/a	 
	285	 	OTL	 	 	3,769	 	 	Gumee Mills	 	6170 West Grand Avenue, Space #589
	 	Gumee	 	IL	 	 	60031	 	 	 	847.856.6123	 	 	 	847.856.8013	 	 	 	6/5/09	 	 	 	n/a	 
	286	 	OTL	 	 	3,506	 	 	The Outlets at Zlon	 	350 North Red Cliffs Drive, Space #25
	 	St. George	 	UT	 	 	84790	 	 	 	n/a	 	 	 	 	 	 	July 2009	 	 	n/a	 
	511	 	cart	 	 	n/a	 	 	Fashion Valley Mall cart	 	7007 Friars Road
	 	San Diego	 	CA	 	 	92108	 	 	 	619.220.0357	 	 	 	 	 	 	 	6/10/09	 	 	 	10/31/09	 
	520	 	cart	 	 	40	 	 	Fashion Show Las Vegas cart	 	3200 Las Vegas Boulevard, South
	 	Las Vegas	 	NV	 	 	89109	 	 	 	702.785.0125	 	 	 	 	 	 	 	5/15/09	 	 	 	10/31/09	 
	521	 	temp	 	 	2,975	 	 	Plaza El Segundo	 	750 S. Sepulveda Blvd.
	 	El Segundo	 	CA	 	 	90245	 	 	 	310.416.9840	 	 	 	310.416.9672	 	 	 	6/5/09	 	 	 	4/30/10	 
	523	 	cart	 	 	54	 	 	Century City Mall cart	 	1801 Avenue of the Stars, #R019Z
	 	Los Angeles	 	CA	 	 	90067	 	 	 	310.203.9687	 	 	 	 	 	 	 	6/10/09	 	 	 	10/31/09	 










 









 








Schedule 5.1




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



	 	 	 

	as soon as
available, but in
any event within 30
days (or, in the
case of any month
that is also the
end of a fiscal
quarter, 45 days)
after the end of
each month during
each of Parent’s
fiscal years,

	 	(a) an unaudited consolidated and consolidating balance sheet, income statement,
and statement of cash flow (which statements of cash flow are not required to be
prepared in accordance with GAAP) covering Parent’s and its Subsidiaries’
operations for such period and for the period commencing at the end of the
immediately preceding fiscal year and ending with the end of such month, and a
report comparing the figures in such financial statements with the figures in
Parent’s Projections for the corresponding periods and the figures for the
corresponding periods of the immediately preceding fiscal year, and



(b) a Compliance Certificate.
	 
	 	 
	as soon as
available, but in
any event within 90
days after the end
of each of Parent’s
fiscal years,

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

	 	(d) a Compliance Certificate.
	 
	 	 
	as soon as
available, but in
any event within 30
days prior to the
start of each of
Parent’s fiscal
years,

	 	(e) copies of Parent’s Projections, in form and substance (including as to scope
and underlying assumptions) satisfactory to Agent, in its Permitted Discretion,
for the forthcoming 3 years, year by year, and for the forthcoming fiscal year,
month by month, certified by the chief financial officer of Parent as being such
officer’s good faith estimate of the financial performance of Parent and its
Subsidiaries during the period covered thereby.
	 
	 	 
	if and when filed
or provided,

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

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

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






-1-









 





	 	 	 

	promptly, but in any event
within 5 days after a Borrower has
Knowledge of any event or
condition that constitutes a
Default or an Event of Default,

	 	(i) notice of such event or
condition and a statement of the
curative action that the Borrowers
propose to take with respect
thereto.
	 
	 	 
	promptly after the commencement
thereof, but in any event within 5
days after the service of process
with respect thereto on Parent or
any of its Subsidiaries,

	 	(j) notice of all actions, suits, or
proceedings brought by or against
Parent or any of its Subsidiaries
before any Governmental Authority
which reasonably could be expected
to result in a Material Adverse
Change.
	 
	 	 
	upon the request of Agent,

	 	(k) any other information reasonably
requested relating to the financial
condition of Parent or its
Subsidiaries.






-2-









 





Schedule 5.2




     Provide Agent (and if so requested by Agent, with sufficient copies for the Lenders)
with each of the documents set forth below at the following times in form reasonably
satisfactory to Agent:



	 	 	 

	Monthly (no later
than the 10th day
of each month);
provided that upon
the occurrence and
during the
continuance of any
Financial Covenant
Period, weekly (no
later than the 5th
Business Day of
each week)

	 	(a) an Account roll-forward with supporting details supplied from sales journals, collection
journals, credit registers and any other records,


(b) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to
Parent’s and its Subsidiaries’ Accounts, and


(c) Inventory system/perpetual reports specifying the cost and the wholesale market value of
Parent’s and its Subsidiaries’ Inventory, by category, with additional detail showing additions
to and deletions therefrom (delivered electronically in an acceptable format, if the Borrowers
have implemented electronic reporting).


(d) a Borrowing Base Certificate.
	 
	 	 
	Monthly (no later
than the 10th day
of each month)

	 	(e) a detailed report regarding (i) any unpaid freight charges, warehousing or storage costs,
taxes, duties and other similar unpaid costs associated with Eligible In-Transit Inventory of
any Borrower, (ii) any other amounts that are payable to a landlord, lessor, bailee, or
customs broker with respect to any Inventory of any Borrower or other Collateral located or
stored at a premises that is owned or operated by any of the foregoing persons and (iii) and
any reclamation claims of unpaid sellers of any Borrower’s Inventory, in the case of each of
clauses (i), (ii), and (iii), to the extent such amounts are more than 30 days past due.
	 
	 	 
	 

	 	(f) a detailed aging, by total, of the Borrowers’ Accounts, together with a reconciliation and
supporting documentation for any reconciling items noted (delivered electronically in an
acceptable format, if the Borrowers have implemented electronic reporting).
	 
	 	 
	 

	 	(g) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if
the Borrowers have not implemented electronic reporting.
	 
	 	 
	 

	 	(h) a detailed Inventory system/perpetual report together with a reconciliation to the
Borrowers’ general ledger accounts (delivered electronically in an acceptable format, if the
Borrowers have implemented electronic reporting).
	 
	 	 
	 

	 	(i) a detailed calculation of Inventory categories that are not eligible for the Borrowing
Base, if the Borrowers have not implemented electronic reporting.
	 
	 	 
	 

	 	(j) a summary aging, by vendor, of Parent’s and its Subsidiaries’ accounts payable, accrued
expenses and any book overdraft (delivered electronically in an acceptable format, if the
Borrowers have implemented electronic reporting), together with a reconciliation to the
general ledger and supporting documentation for any reconciling items noted.
	 
	 	 
	 

	 	(k) an aging, by vendor, of any held checks.
	 
	 	 
	 

	 	(l) a detailed report regarding Parent’s and its Subsidiaries’ cash and Cash Equivalents,
including an indication of which amounts constitute Qualified Cash.






 









 





	 	 	 

	 

	 	(m) a monthly Account roll-forward,
in a format acceptable to Agent in
its discretion, tied to the
beginning and ending account
receivable balances of the
Borrowers’ general ledger.
	 
	 	 
	 

	 	(n) a reconciliation of Accounts,
trade accounts payable, and
Inventory of the Borrowers’ general
ledger accounts to its monthly
financial statements including any
book reserves related to each
category.
	 
	 	 
	 

	 	(o) a report regarding advances
and intercompany loans owed by
Parent’s Subsidiaries that are not
Loan Parties to any Borrower.
	 
	 	 
	 

	 	(p) evidence of Parent’s and its
Subsidiaries’ payment of all taxes
due and payable, including all
accrued, but unpaid, ad valorem and
real estate taxes.
	 
	 	 
	 

	 	(q) a report regarding the
Parent’s and its Subsidiaries’
accrued, but unpaid, ad valorem and
real estate taxes.
	 
	 	 
	 

	 	(r) a detailed report regarding
deemed dividend tax liability, if
applicable, for Parent and its
Subsidiaries.
	 
	 	 
	Quarterly (no later than 45 days
after the end of each of fiscal
quarter)

	 	(s) a list of all Material
Contracts entered into by Parent or
any of its Subsidiaries since the
Closing Date (or the last such
quarterly report delivered to
Agent), together with copies of each
such Material Contract, together
with an updated Schedule 4.17 to the
Agreement reflecting any updates
thereto.
	 
	 	 
	 

	 	(t) a list of all registered
material trademarks, trade names,
copyrights, patents, and material
licenses acquired by Parent or any
of its Subsidiaries since the
Closing Date (or the last such
quarterly report delivered to
Agent), together with an updated
Schedule 4.13 to the Agreement
reflecting any updates thereto.
	 
	 	 
	 

	 	(u) an updated listing of all the
Loan Parties’ owned or operated
retail store locations, together
with a description of all closings
of Loan Party owned or operated
retail store locations during the
immediately preceding fiscal
quarter.
	 
	 	 
	Annually (no later than 30 days
before the start of each of
Parent’s fiscal years)

	 	(v) a detailed list of Parent’s
and its Subsidiaries’ wholesale
customers, with address and contact information.
	 
	 	 
	Promptly, in 

no event later than 3 Business Days 

after execution, receipt or 

delivery thereof

	 	(w) copies of any notices regarding
termination, expiration, material
defaults or claimed violations that
Parent or any of its Subsidiaries
executes or receives in connection
with any Material Contract.
	 
	 	 
	Upon request by Agent

	 	(x) copies of purchase orders and
invoices for Inventory and Equipment
acquired by Parent or its
Subsidiaries, and
	 
	 	 
	 

	 	(y) such other reports as to the
Collateral or the financial
condition of Parent and its
Subsidiaries, as Agent may
reasonably request.
	 
	 	 
	 

	 	(z) copies of invoices together
with corresponding shipping and
delivery documents, and credit memos
together with corresponding
supporting documentation, with
respect to invoices






 









 






	 	 	 

	 

	 	and credit memos in excess of an
amount determined in the sole
discretion of Agent, from time to
time.










 









 








Schedule 6.6




Nature of Business


Skechers U.S.A., Inc. and its Subsidiaries (collectively, the “Company”) designs and markets
Skechers-branded contemporary footwear for men, women and children under several unique lines. The
Company’s footwear reflects a combination of style, quality and value that appeals to a broad range
of consumers. In addition to Skechers-branded lines, the Company also offers several uniquely
branded designer, fashion and street-focused footwear lines for men, women and children. These
lines are branded and marketed separately from Skechers and appeal to specific audiences. The
Company’s brands are sold through department stores, specialty stores, athletic retailers, and
boutiques as well as catalog and Internet retailers. Along with wholesale distribution, the
Company’s footwear is available at its e-commerce website and its own retail stores. The Company
also selectively licenses the Skechers brand name and its product line names to licensees who
manufacture, distribute and market non-footwear products, including but not limited to, men’s,
women’s and children’s apparel and accessories.








 









 








Schedule 6.12 

Transactions with Affiliates



Transactions involving provisions of hotel services, from time to time, between the Borrowers or
their Subsidiaries, and the Shade Hotel or the Manhattan Inn Operating Company, LLC, an Affiliate
of the Borrowers.



Transactions between and among Subsidiaries of Parent that are not Loan Parties.



Transactions under and pursuant to that certain Buying Agent Agreement dated as of June 1, 2006
between Skechers U.S.A., Inc. II and Skechers Holdings Jersey Limited (Trustee of the Skechers
China Business Trust), as such agreement may be amended from time to time; provided that
any amendment increasing the percentage for the calculation of the fees payable thereunder may not
be effected without the prior written consent of Agent.



Transactions under and pursuant to that certain Cost Sharing Agreement by and among Skechers
U.S.A., Inc., Skechers U.S.A., Inc. II, Skechers USA Canada, Inc. and Skechers International II, as
such agreement may be amended from time to time; provided that any amendment changing the
basis upon which the cost sharing contemplated thereunder is effected may not be effected without
the prior written consent of Agent.



Management and administrative services arrangements under and pursuant to which management fees are
payable to the Loan Parties from Subsidiaries of Parent that are not Loan Parties.



Sales of products in the ordinary course of business by Loan Parties to Subsidiaries of Parent that
are not Loan Parties at prices supported by the annual transfer pricing studies prepared by the
Borrowers.



Expense reimbursements by and among the Borrowers and their Subsidiaries purposed to allocate such
expenses to the party otherwise primarily benefiting from the event giving rise to the expense and
responsible for defraying such expenses.



Inventory transfers at no less than the cost of such inventory by and among the Borrowers and their
Subsidiaries purposed for the distribution of such inventory to align with regional demand for
product.



Transactions between and among Skechers U.S.A., Inc., Skechers International, and Skechers
International II under and pursuant to that certain Skechers International II Partnership Agreement
by and among Skechers U.S.A., Inc., Skechers International Limited, and Skechers International II,
as such agreement may be amended from time to time so long as any such amendment is not materially
adverse to the interests of the Lenders.