exv10w3




Exhibit 10.3



AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER




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




W I T N E S S E T H




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




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




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




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




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




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






 









 







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




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




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




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




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




          2. Amendments to Credit Agreement.




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



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



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



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



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



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



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



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




          “Second Amendment Date” means March 4, 2010.




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




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




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




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




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




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




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



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



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




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




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



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




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




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



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




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




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



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




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



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




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



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




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



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




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



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




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



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




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



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



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



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




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



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



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




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




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



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



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



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



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



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



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



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




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



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



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



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



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



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



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



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



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



          6. Release by Each Borrower and Each Guarantor.




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



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




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




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






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




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



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




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




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




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






- 10 -









 








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




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




          11. Effect on Loan Documents.




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



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



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



               (d) This Amendment is a Loan Document.



- 11 -









 





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



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




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




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




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




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




[signature pages follow]





- 12 -











 





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




	 	 	 	 	 
	 	SKECHERS U.S.A., INC.,

a Delaware corporation, as Parent and as a

Borrower

 	 
	 	By:  	/s/ David Weinberg
 	 
	 	 	Name:  	David Weinberg 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	SKECHERS U.S.A., INC. II,

a Delaware corporation, as a Borrower

 	 
	 	By:  	/s/ David Weinberg
 	 
	 	 	Name:  	David Weinberg 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	SKECHERS BY MAIL, INC.,

a Delaware corporation, as a Borrower
 	 
	 	By:  	/s/ David Weinberg
 	 
	 	 	Name:  	David Weinberg 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	310 GLOBAL BRANDS, INC.,

a Delaware corporation, as a Borrower

 	 
	 	By:  	/s/ David Weinberg
 	 
	 	 	Name:  	David Weinberg 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



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







 









 








	 	 	 	 	 
	 	WELLS FARGO CAPITAL FINANCE,

LLC, a Delaware limited liability company,

as Agent and as a Lender

 	 
	 	By:  	/s/ Rina Shinoda
 	 
	 	 	Name:  	Rina Shinoda 	 
	 	 	Title:  	Vice President 	 
	 



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







 









 








	 	 	 	 	 
	 	BANK OF AMERICA, NA.,

as a Lender

 	 
	 	By:  	/s/ Stephen King
 	 
	 	 	Name:  	Stephen King 	 
	 	 	Title:  	SVP 	 
	 



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






 









 








	 	 	 	 	 
	 	PNC BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/
ROBIN L. ARRIOLA
 	 
	 	 	Name:  	ROBIN L. ARRIOLA 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 



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





 









 








	 	 	 	 	 
	 	UNION BANK, N.A,

as a Lender

 	 
	 	By:  	/s/ PETER EHLINGER
 	 
	 	 	Name:  	PETER EHLINGER 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 



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





 









 








	 	 	 	 	 
	 	HSBC BUSINESS CREDIT (USA) INC.,

as a Lender

 	 
	 	By:  	/s/ Kysha A. Pierre-Louis
 	 
	 	 	Name:  	Kysha A. Pieree-Louis 	 
	 	 	Title:  	Vice President 	 
	 



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








 









 








	 	 	 	 	 
	 	CIT BANK,

as a Lender

 	 
	 	By:  	/s/ Benjamin Haslam
 	 
	 	 	Name:  	Benjamin Haslam 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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








 









 








	 	 	 	 	 
	 	CAPITAL ONE LEVERAGE FINANCE CORPORATION,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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







 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/
Wayne G. Elliott
 	 
	 	 	Name:  	Wayne Glen Elliott 	 
	 	 	Title:  	Vice President 	 
	 



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





 












 





EXHIBIT A 




Designated Events of Default 




	1.	 	an Event of Default under Section 8.2(a) of the Credit Agreement which may have occurred as a
result of Parent’s failure to comply with the requirements of Section 5.11(a) of the Credit
Agreement in connection with the formation of Skechers RB and the Skechers/HF JV Entity
	 
	2.	 	an Event of Default under Section 8.2(a) of the Credit Agreement which may have occurred as a
result of Parent’s failure to provide Agent with copies of new Material Contracts (including the
Skechers/HF JV LLC Agreement), and amendments to existing Material Contracts (including the
Amendment to Lease Agreement, dated December 18, 2009 (the “Distribution Facility Lease
Amendment”), with respect to the Distribution Facility Lease), in connection with the formation of
the Skechers/HF JV Entity and the transactions contemplated by the Skechers/HF LLC
Agreement, at the time specified for delivery of such copies in Section 5.14 of the Credit
Agreement
	 
	3.	 	an Event of Default under Section 8.2(a) of the Credit Agreement which may have occurred as a
result of Parent’s failure to comply with Section 6.1 and Section 6.2 of the Credit Agreement
caused by the execution of Distribution Facility Lease Amendment and the resulting existence of
Capitalized Lease Obligations under the Distribution Facility Lease, and Liens securing such
Capitalized Lease Obligations, in excess of amounts permitted under the definitions of Permitted
Indebtedness and Permitted Liens
	 
	4.	 	an Event of Default under Section 8.2(a) of the Credit Agreement which may have occurred as a
result of Parent’s failure to comply with Section 6.7(b) of the Credit Agreement in connection with
the execution and delivery of certain Material Contracts, and the amendment of certain existing
Material Contracts (including the Distribution Facility Lease Amendment), in connection with the
formation of the Skechers/HF JV Entity
	 
	5.	 	an Event of Default under Section 8.2(a) of the Credit Agreement which may have occurred as a
result of the making of Investments by Parent and Skechers RB in the Skechers/HF JV Entity which
were not permitted by Section 6.11 of the Credit Agreement
	 
	6.	 	an Event of Default under Section 8.2(c) of the Credit Agreement which has occurred as a result
of Borrower’s failure to deliver Collateral Access Agreements with respect to new retail store
locations opened between June 30, 2009 and the Second Amendment Date as required by Section 5.15 of
the Credit Agreement
	 
	7.	 	an Event of Default under Section 8.2(d) of the Credit Agreement which may have occurred as a
result of Parent’s failure to comply with Section 5.9 of the Credit Agreement arising from the
Parent’s obligation under the Distribution Facility Lease to comply with the terms of a certain
settlement agreement entered into by the lessor under the Distribution Facility Lease in settlement
of certain pending litigation with the Sierra Club, entitled Sierra Club, a California
not-for-profit corporation v. City of Moreno Valley, Riverside County, California Superior Court
Case No. RIC519566 (the “Sierra Club Settlement Agreement”), in connection with Parent’s lease and
operation of the Rancho Belago Distribution Facility






 









 









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




 









 











EXHIBIT B




Schedules



[See attached]



 









 





Schedule 5.1 




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



	 	 	 

	as soon as available,
but in any event within
30 days (or, in the case
of any month that is
also the end of a fiscal
quarter, 45 days) after
the end of each month
during each of Parent’s
fiscal years,

	 	(a) an unaudited consolidated and consolidating balance sheet, income statement, and
statement of cash flow (which statements of cash flow are not required to be prepared
in accordance with GAAP) covering Parent’s, its Subsidiaries’ and the Skechers/HF JV
Entity’s operations for such period and for the period commencing at the end of the
immediately preceding fiscal year and ending with the end of such month, and a report
comparing the figures in such financial statements with the figures in Parent’s
Projections for the corresponding periods and the figures for the corresponding
periods of the immediately preceding fiscal year, and
	 
	 	 
	 

	 	(b) a Compliance Certificate.
	 
	 	 
	as soon as available,
but in any event within
90 days after the end
of each of Parent’s
fiscal years,

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

	 	(d) a Compliance Certificate.
	 
	 	 
	as soon as available,
but in any event within
30 days prior to the
start of each of
Parent’s fiscal years,

	 	(e) copies of Parent’s Projections, in form and substance (including as to scope and
underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the
forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by
month, certified by the chief financial officer of Parent as being such officer’s good
faith estimate of the financial performance of Parent, its Subsidiaries and the
Skechers/HF JV Entity during the period covered thereby.
	 
	 	 
	if and when filed or
provided,

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

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

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






 









 






	 	 	 

	promptly, but in any
event within 5 days
after a Borrower has
Knowledge of any
event or condition
that
constitutes a Default
or
an Event of Default,

	 	(i) notice of such event or condition and a statement of the curative action that the
Borrowers propose to take with respect thereto.
	 
	 	 
	promptly after the
commencement
thereof, but in any
event within 5 days
after the service of
process with respect
thereto on Parent or
any of its
Subsidiaries,

	 	(j) notice of all actions, suits, or proceedings brought by or against Parent or any of
its Subsidiaries before any Governmental Authority which reasonably could be
expected to result in a Material Adverse Change.
	 
	 	 
	promptly after receipt
thereof by Parent or
any of its
Subsidiaries,

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

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






 









 






EXHIBIT C 




REAFFIRMATION AND CONSENT



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



 









 




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




     This Reaffirmation and Consent is a Loan Document.



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



[signature page follows]





 









 








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



	 	 	 	 	 	 	 	 	 

	 	 	SKECHERS COLLECTION, LLC,

a California limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	SKECHERS U.S.A., INC, 

Its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Weinberg
 

	 	 
	 

	 	 	 	 	 	Name: David Weinberg	 	 
	 

	 	 	 	 	 	Title: Chief Operating Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SKECHERS SPORT, LLC,

a California limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	SKECHERS U.S.A., INC, 

Its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Weinberg	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:  David Weinberg	 	 
	 

	 	 	 	 	 	Title: Chief Operating Officer	 	 
	 
	 	 	DUNCAN INVESTMENTS, LLC,

a California limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	SKECHERS U.S.A., INC,

Its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Weinberg	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:  David Weinberg	 	 
	 

	 	 	 	 	 	Title: Chief Operating Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SEPULVEDA BLVD. PROPERTIES, LLC,

a California limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	SKECHERS U.S.A., INC,

Its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Weinberg	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:  David Weinberg	 	 
	 

	 	 	 	 	 	Title: Chief Operating Officer	 	 






[SIGNATURE PAGE TO REAFFIRMATION AND CONSENT]





 









 








	 	 	 	 	 	 	 	 	 

	 	 	SKX ILLINOIS LLC,

an Illinois  limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	SKECHERS U.S.A., INC,

Its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Weinberg
 

	 	 
	 

	 	 	 	 	 	Name: David Weinberg	 	 
	 

	 	 	 	 	 	Title: Chief Operating Officer	 	 






[SIGNATURE PAGE TO REAFFIRMATION AND CONSENT]





 











 






Schedule 4.30(b)




Locations of Inventory and Equipment



Domestic warehouse locations




The following warehouse locations are all leased by Skechers U.S.A., Inc. from third parties with

the exception of 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 five stores (nos. 291, 294, 295, 307 and 308)

that are expected to open within the next month. All of the domestic retail store locations are

leased by Skechers U.S.A., Inc.




 










 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	1

	 	C
	 	 	2,200	 	 	Manhattan Beach
	 	1121 Manhattan Ave
	 	Manhattan Beach
	 	CA
	 	 	90268	 	 	 	310.318.3116	 	 	 	310.406.2946	 	 	6/1/95
	 	2/15/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	WHS
	 	 	10,140	 	 	Gardena
	 	19000 S. Vermont Avenue
	 	Gardena
	 	CA
	 	 	90248	 	 	 	310.327.4600	 	 	 	310.327.5274	 	 	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6

	 	C
	 	 	1,531	 	 	Galleria at South Bay
	 	1815 Hawthorne Blvd., #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, #202
	 	Ontario
	 	CA
	 	 	91764	 	 	 	909.484.8733	 	 	 	909.484.8525	 	 	11/1/96
	 	1/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7

	 	OTL
	 	 	2,375	 	 	Gllroy Premium Outlets
	 	8300 Arroyo Circle, #B050
	 	Gllroy
	 	CA
	 	 	95020	 	 	 	408.847.6485	 	 	 	408.847.6885	 	 	3/28/97
	 	3/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9

	 	C
	 	 	3,422	 	 	Sunvalley Mall
	 	129B Sunvalley Mall, #E206
	 	Concord
	 	CA
	 	 	94520	 	 	 	925.691.5877	 	 	 	925.691.5878	 	 	7/1/97
	 	1/31/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10R

	 	OTL
	 	 	4,001	 	 	Arizona Mills
	 	5000 Arizona Mills Circle, #250
	 	Tempe
	 	AZ
	 	 	85282	 	 	 	480.755.7888	 	 	 	480.755.1261	 	 	6/28/07
	 	4/30/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11

	 	OTL
	 	 	2,300	 	 	Woodbury Common Premium

Outlets
	 	877 Grapevine Court
	 	Central Valley
	 	NY
	 	 	10917	 	 	 	846.928.1459	 	 	 	845.928.1456	 	 	3/27/98
	 	1/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12

	 	C
	 	 	1,562	 	 	Garden State Plaza
	 	1 Garden State Plaza, #1230
	 	Paramus
	 	NJ
	 	 	07652	 	 	 	201.281.4128	 	 	 	201.291.4134	 	 	8/15/97
	 	1/31/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16R

	 	OTL
	 	 	6,000	 	 	Tanger Outlet. Riverhead II
	 	Long Island Expressway, Exlt

73 Tanger Drive, Space #1209
	 	Riverhead
	 	NY
	 	 	11901	 	 	 	631.369.5525	 	 	 	631.369.3906	 	 	8/7/03
	 	1/31/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18R

	 	C
	 	 	3,108	 	 	Beverly Center
	 	8500 Beverly Blvd., #643
	 	Los Angeles
	 	CA
	 	 	90048	 	 	 	310.552.5185	 	 	 	310.662.5037	 	 	4/30/03
	 	1/31/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19

	 	OTL
	 	 	3,197	 	 	Mllpitas Mills
	 	498 Great Mall Drive
	 	Mllpitas
	 	CA
	 	 	95035	 	 	 	408.719.8165	 	 	 	408.719.8255	 	 	4/1/98
	 	4/30/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21R

	 	C
	 	 	2,019	 	 	Irvine Spectrum
	 	71 Fortune Drive, #852
	 	Irvine
	 	CA
	 	 	92618	 	 	 	949.450.0994	 	 	 	949.450.0995	 	 	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 	Anahelm
	 	1195 N. State College Blvd.
	 	Anahelm
	 	CA
	 	 	92806	 	 	 	714.956.2477	 	 	 	714.956.2506	 	 	8/1/98
	 	7/31/13






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SO.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	27

	 	WHS
	 	 	9,110	 	 	Van Nuys
	 	6426 Van Nuys Blvd.
	 	Van Nuys
	 	CA
	 	 	91401	 	 	 	818.989.2189	 	 	 	818.989.2171	 	 	6/1/98
	 	6/25/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28

	 	OTL
	 	 	1,898	 	 	Waikele Premium Outlets
	 	94-792 Lumaina Street, Bldg. 2, #213
	 	Waipahu
	 	HI
	 	 	96797	 	 	 	808.880.9711	 	 	 	808.680.9239	 	 	7/23/98
	 	7/31/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29R

	 	C
	 	 	1,972	 	 	Bridgewater Commons
	 	400 Commons Way, #3476
	 	Bridgewater
	 	NJ
	 	 	08807	 	 	 	908.685.5808	 	 	 	908.252.1779	 	 	11/21/08
	 	9/30/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30

	 	OTL
	 	 	3,166	 	 	Fashion Outlets
	 	32100 Las Vegas Bivd., #432
	 	Primm
	 	NV
	 	 	89019	 	 	 	702.874.1890	 	 	 	702.874.1895	 	 	7/15/98
	 	1/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31R

	 	C
	 	 	3,194	 	 	The Oaks
	 	332W. Hillcrest Drive, #LOO5
	 	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., #225O
	 	Miami
	 	FL
	 	 	33132	 	 	 	305.358.3583	 	 	 	305.358.8790	 	 	10/1/98
	 	7/31/10
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36

	 	OTL
	 	 	2,970	 	 	Dolphin Mall
	 	11401 N.W. 12th Street, #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, #671
	 	Katy
	 	TX
	 	 	77494	 	 	 	281.644.6500	 	 	 	281.644.6501	 	 	10/28/99
	 	1/31/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42

	 	OTL
	 	 	3,846	 	 	Concord Mills
	 	8111 Concord Mills Blvd., #694
	 	Concord
	 	NC
	 	 	28027	 	 	 	704.979.8333	 	 	 	704.979.8330	 	 	9/16/99
	 	1/31/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43

	 	C
	 	 	4,261	 	 	Universal City Walk
	 	1000 Universal Center Dr., #V118
	 	Universal City
	 	CA
	 	 	91608	 	 	 	818.762.9688	 	 	 	818.762.9317	 	 	3/25/00
	 	3/16/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44

	 	WHS
	 	 	10,317	 	 	Norwalk
	 	11033 E. Rosecrans Blvd., Space #A
	 	Norwalk
	 	CA
	 	 	90650	 	 	 	562.868.7747	 	 	 	582.868.6647	 	 	4/1/99
	 	4/22/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45

	 	WHS
	 	 	10,400	 	 	EI Monte
	 	12017 E. Garvey Avenue, Space #A
	 	El Monte
	 	CA
	 	 	91733	 	 	 	626.454.3600	 	 	 	626.454.3657	 	 	10/1/99
	 	1/31/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46

	 	OTL
	 	 	2,912	 	 	Jersey Gardens Metro Mall
	 	651 Kapkowskl Blvd., #2061
	 	Elizabeth
	 	NJ
	 	 	07201	 	 	 	908.820.8825	 	 	 	908.820.8826	 	 	12/4/99
	 	1/31/20
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47

	 	OTL
	 	 	3,682	 	 	Opry Mills
	 	428 Opry Mills Drive, #230
	 	Nashville
	 	TN
	 	 	37214	 	 	 	615.614.6700	 	 	 	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






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP.DATE
	49

	 	OTL
	 	 	3,817	 	 	Orlando Premium Outlets
	 	8200 Vineland Ave., #1229
	 	Orlando
	 	FL
	 	 	32821	 	 	 	407.477.0029	 	 	 	407.477.0031	 	 	6/8/00
	 	1/31/20
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50

	 	OTL
	 	 	4,267	 	 	Arundel Mills
	 	7000 Arundel Mills Circle
	 	Hanover
	 	MD
	 	 	21076	 	 	 	443.755.888	 	 	 	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
	 	 	3,792	 	 	Franklin Mills
	 	1701 Franklin Mills Circle, #202
	 	Philadelphia
	 	PA
	 	 	19164	 	 	 	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	 	 	 	951.922.9301	 	 	 	951.922.0852	 	 	6/29/00
	 	6/31/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54

	 	WHS
	 	 	8,932	 	 	Westhelmer Square Center
	 	6518 Westhelmer Road
	 	Houston
	 	TX
	 	 	77057	 	 	 	713.977.1174	 	 	 	713.977.186	 	 	8/2/02
	 	1/31/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55

	 	OTL
	 	 	2,389	 	 	Folsom Premium Outlets
	 	13000 Folsom Blvd., #1215
	 	Folsom
	 	CA
	 	 	95630	 	 	 	916.608.2209	 	 	 	916.608.2216	 	 	8/17/00
	 	7/31/10
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56

	 	WHS
	 	 	9,596	 	 	Huntington Park
	 	6202 Pacific Blvd.
	 	Huntington Park
	 	CA
	 	 	90255	 	 	 	323.682.3293	 	 	 	323.682.0523	 	 	2/10/01
	 	2/28/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57

	 	WHS
	 	 	12,000	 	 	Halleah
	 	3301 W. Okeechobee Road
	 	Hialeah
	 	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	 	 	 	415.401.6216	 	 	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	 	 	 	210.256.216	 	 	 	210.256.2161	 	 	2/8/01
	 	3/31/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61

	 	WHS
	 	 	10,400	 	 	The Edgewood Center
	 	422 S. Azusa Avenue
	 	Azusa
	 	CA
	 	 	91702	 	 	 	626.812.0693	 	 	 	626.815.2553	 	 	5/23/02
	 	5/31/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63

	 	OTL
	 	 	3,783	 	 	Grapevine Mills
	 	3000 Grapevine Mills Parkway, 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	 	 	 	210.927.7664	 	 	 	210.927.7830	 	 	6/26/01
	 	6/25/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	65

	 	WHS
	 	 	8,681	 	 	Long Beach
	 	2550 Long Beach Blvd.
	 	Long Beach
	 	CA
	 	 	90806	 	 	 	862.490.2504	 	 	 	562.490.2505	 	 	6/18/01
	 	6/30/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	66

	 	WHS
	 	 	9,900	 	 	Waterford Lakes Town Center
	 	517 N. Alafaya Trail
	 	Orlando
	 	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	 	 	 	678.847.6155	 	 	 	678.847.5157	 	 	11/2/01
	 	1/31/12






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ. FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	68
	 	WHS	 	7,910	 	Snapper Creek	 	7174-7186 S.W.117thAve.	 	Mlami	 	FL	 	33183	 	305.270.1792	 	305.270.8508	 	3/24/01	 	9/30/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	69
	 	WHS	 	9,853	 	Mlami Gateway	 	805,825 N.W.167thStreet	 	Mlami	 	FL	 	33169	 	306.627.0635	 	306.627.0536	 	7/26/01	 	1/31/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	70
	 	C	 	3,858	 	Woodfield Mall	 	G.308 Woodfield Shopping center	 	Schaumburg	 	IL	 	60173	 	847.413.0211	 	847.413.0211	 	11/1/01	 	1/31/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	71
	 	C	 	3,200	 	The Shops at Willow Bend	 	6121 West Park Blvd.,#B116	 	Plano	 	TX	 	75093	 	469.366.0149	 	469.388.0181	 	8/3/01	 	1/31/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	72
	 	C	 	3,416	 	London. SHECHERS USA, LTD	 	291A & 291C Oxford Street	 	London	 	England	 	W1C 2DT	 	44.207.4097.087	 	44.207.4099.341	 	3/1/01	 	10/3/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	73
	 	C	 	3,467	 	Paris. SKECHERS USA FRANCE SAS	 	16.18 Rue Berger	 	Paris	 	France	 	75001	 	33.142.367.225	 	33.142.367.245	 	5/17/01	 	7/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	74
	 	C	 	2,476	 	CentrO’Mall SKECHERS USA
Deutschland GmgH	 	Neue Mitte, Space #B018	 	Oberhausen	 	Germany	 	46047	 	49.208.8106.155	 	49.208.8106.151	 	3/15/01	 	3/31/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	75
	 	OTL	 	3,583	 	Colorado Mills	 	14500W.ColfaxAvenue,#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	 	5/31/21
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	78
	 	OTL	 	5,282	 	Belz Canovanaa	 	18400 State Rd. #3, Space #051	 	Canovanas	 	PR	 	00729	 	787.886.0505	 	787.886.0515	 	8/16/01	 	8/31/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	79
	 	OTL	 	5,000	 	Las Vegas Outlet Center	 	7400 Las Vegas Blvd.,South, #241	 	LasVegas.	 	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	 	612.363.4046	 	512.363.4012	 	7/14/01	 	7/31/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	81
	 	C	 	1,800	 	Partridge Creek	 	17420 Hall Road, #142	 	Clinton Township	 	MI	 	48038	 	586.228.0804	 	586.228.0809	 	10/18/07	 	1/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	82
	 	OTL	 	4,585	 	Tanger Outlet. Lancaster	 	201 Stanley K.Tanger Blvd.	 	Lancastar	 	PA	 	17602	 	717.393.2897	 	717.393.4791	 	11/21/01	 	11/30/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83
	 	WHS	 	9,666	 	Los Angeles	 	5191 Whittler Boulevard	 	Los Angales	 	CA	 	90022	 	323.264.4700	 	323.264.4746	 	12/19/01	 	12/31/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	84
	 	WHS	 	13,305	 	EI Cerrito	 	5805 Cutting Blvd.	 	EI cerrito	 	CA	 	94530	 	510.235.1123	 	510.235.1218	 	9/20/01	 	4/30/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	86
	 	OTL	 	3,500	 	Tanger Outlet Center Kittery II	 	360 US Route 1, Unit101	 	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	 	MI	 	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., #121
	 	Queens Center
	 	NY
	 	 	11373	 	 	 	718.699.2773	 	 	 	718.699.0683	 	 	11/2/01
	 	9/30/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	89

	 	OTL
	 	 	3,511	 	 	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, #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	 	 	Carlsbad Premium Outlets
	 	5610 Paseo Del Norte, #105
	 	Carlsbad
	 	CA
	 	 	92008	 	 	 	760.918.0040	 	 	 	760.918.0057	 	 	5/16/02
	 	5/31/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94

	 	OTL
	 	 	3,500	 	 	Tanger Outlet Center Wisconsin

Dells
	 	210 Gasser Road, #1030
	 	Baraboo
	 	WI
	 	 	53913	 	 	 	608.253.2024	 	 	 	608.253.2025	 	 	7/28/06
	 	7/31/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	96

	 	OTL
	 	 	4,527	 	 	Tanger Outlet, Myrtle Beach
	 	10827 Kings Road, #895
	 	N. Myrtle Beach
	 	SC
	 	 	29572	 	 	 	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 Steinway 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 Westheimer, #B3615
	 	Houston
	 	TX
	 	 	77056	 	 	 	713.623.8660	 	 	 	713.623.0784	 	 	6/27/03
	 	1/31/14
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	104

	 	C
	 	 	3,165	 	 	Tyson’s Corner
	 	1961 Chain Bridge Rd., Space #D12L
	 	McLean
	 	VA
	 	 	22101	 	 	 	703.790.5520	 	 	 	703.790.5542	 	 	10/4/02
	 	10/31/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	105

	 	C
	 	 	2,650	 	 	The Trafford Centre
	 	153 Regent Crescent Unit 59
	 	Manchester
	 	England
	 	M17 8AA
	 	 	01.61.749.9742	 	 	 	01.61.749.9743	 	 	11/18/02
	 	11/17/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	107

	 	C
	 	 	3,247	 	 	Ala Moana Shopping Center
	 	1450 Ala Moana Blvd, #2033
	 	Honolulu
	 	HI
	 	 	96814	 	 	 	808.941.0660	 	 	 	808.941.664	 	 	10/4/02
	 	1/31/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	109

	 	C
	 	 	3,358	 	 	Toronto Eaton Centre
	 	220 Yonge Street, Space A.043
	 	Toronto
	 	Canada
	 	 	M5B 2H1	 	 	 	416.351.9449	 	 	 	416.351.9229	 	 	11/21/02
	 	10/31/12






 









 






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	111

	 	OTL
	 	 	3,001	 	 	Prime Outlets at

Grove City
	 	Grove City Factory Shops #1020 1911

Leesburg-Grove City Road
	 	Grove City
	 	PA
	 	 	16127	 	 	 	724.748.3647	 	 	 	724.748.4674	 	 	11/14/02
	 	11/30/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	112

	 	C
	 	 	2,846	 	 	Roosevelt Fields
	 	630 Old Country Road, #1064
	 	Garden City
	 	NY
	 	 	11530	 	 	 	516.873.7267	 	 	 	516.873.8028	 	 	1/13/03
	 	1/31/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	113

	 	WHS
	 	 	7,200	 	 	McLendon Plaza
	 	10255 N. Freeway #F
	 	Houston
	 	TX
	 	 	77037	 	 	 	281.988.5796	 	 	 	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	 	 	 	702.383.4081	 	 	 	702.383.4063	 	 	8/1/03
	 	7/31/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	115

	 	C
	 	 	3,600	 	 	Bull Ring
	 	Unit SU722 Upper Mall East, The

Bull Ring
	 	Birmingham
	 	England
	 	B5 4BF
	 	 	44.0121.643.5686	 	 	 	 	 	 	8/4/03
	 	8/3/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	117

	 	OTL
	 	 	3,200	 	 	Cheshire Oaks Outlet
	 	Cheshire Oaks Outlet Village,

Block A Unit 36 Klnsey Road,

SOUTH WIRRAL Ellesmere Port
	 	Merseyside
	 	England
	 	CH65 9JJ
	 	 	44.0151.358.8105	 	 	 	 	 	 	7/17/03
	 	5/21/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	119

	 	WHS
	 	 	11,250	 	 	Southgate Mall
	 	4260 Florin Rd., Unit B103
	 	Sacramento
	 	CA
	 	 	95823	 	 	 	916.424.8783	 	 	 	916.424.8744	 	 	6/20/03
	 	4/30/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	120

	 	WHS
	 	 	10,251	 	 	Pavillions 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
	 	Seviervllie
	 	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	 	 	 	581.881.6831	 	 	 	581.881.8841	 	 	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	 	 	 	702.696.9906	 	 	 	702.696.1247	 	 	11/15/03
	 	1/31/14
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	127

	 	C
	 	 	3,276	 	 	Amsterdam
	 	Kalverstraat 153.155
	 	Holland
	 	Netherlands
	 	1012 XB
	 	 	31 20 528 7272	 	 	 	31205285011	 	 	1/15/03
	 	1/14/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	128

	 	C
	 	 	3,197	 	 	Skechers USA
	 	C.C. Xanadu —Local 340 Autovia A5,
KM 23,500 28939 Arroyomollnos
	 	Madrid
	 	Spain
	 	 	 	 	 	 	34 91 647 9771	 	 	 	34 91 647 9776	 	 	2/1/03
	 	5/15/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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







 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP.DATE
	130

	 	OTL
	 	 	3,500	 	 	Tanger Outlet Center Charieston
	 	4840 Tanger Outlet Blvd, #501
	 	Charieston
	 	SC
	 	 	29418	 	 	 	843,554,8175	 	 	 	843.554.8177	 	 	8/4/06
	 	8/31/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	132

	 	WHS
	 	 	5,512	 	 	Aurora City Place
	 	130 S. Abllene St., SM.3
	 	Aurora
	 	CO
	 	 	80012	 	 	 	303,334.5767	 	 	 	303.367.2552	 	 	7/24/03
	 	7/31/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	133

	 	C
	 	 	2,553	 	 	The Corner Mail
	 	417 Washington St.
	 	Boston
	 	MA
	 	 	02108	 	 	 	617.423.0412	 	 	 	617.423.2575	 	 	9/26/03
	 	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 Milltary Road, #12
	 	Niagara Falls
	 	NY
	 	 	14304	 	 	 	716.297.5484	 	 	 	716.297.4275	 	 	7/31/03
	 	7/31/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	137

	 	OTL
	 	 	3,100	 	 	Vaughan Mills
	 	1Bass Pro Mills Drive, #214 Ontario
	 	Toronto
	 	Canada
	 	 	L4K5W4	 	 	 	905.760.0101	 	 	 	905.760.8077	 	 	6/1/05
	 	5/31/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	138

	 	C
	 	 	4,005	 	 	Dusseldorf
	 	Flingerstrabe 50
	 	Dusseldorf
	 	Germany
	 	 	40213	 	 	 	49.211.1365686	 	 	 	49.211.1365687	 	 	9/9/03
	 	5/31/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	139

	 	OTL
	 	 	3,380	 	 	Silver Sands Factory Stores
	 	10676 Emeraid 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 Blve., #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 Bivd., #221
	 	Tinton Fails
	 	NJ
	 	 	07753	 	 	 	732.695.1919	 	 	 	732.695.1994	 	 	11/13/08
	 	1/31/14
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	145

	 	OTL
	 	 	3,214	 	 	Seattle Premium Outlets
	 	10600 Qull ceda Blvd., #715
	 	Tulallp
	 	WA
	 	 	98271	 	 	 	360.716.3886	 	 	 	360.716.3888	 	 	5/5/05
	 	5/31/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	146

	 	OTL
	 	 	3,500	 	 	Tanger Outlet Center Foley
	 	2601 S Mckenzie St., #488
	 	fotey
	 	AL
	 	 	36535	 	 	 	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	 	 	 	302.644.6836	 	 	7/1/05
	 	6/30/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	148

	 	OTL
	 	 	4,000	 	 	Locust Grove Tanger Outlet Center
	 	1000 Tanger Drive, #624
	 	Locust Grove
	 	GA
	 	 	30248	 	 	 	770.288.2011	 	 	 	770.288.2016	 	 	8/19/05
	 	8/31/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	149

	 	OTL
	 	 	3,380	 	 	Great Lakes Crossing
	 	Store Address: 4000 Baidwin Road,

Shipping Address: 4544 Baldwin Road
	 	Aubum Hills
	 	MI
	 	 	48326	 	 	 	248.972.0807	 	 	 	248.972.0829	 	 	6/8/05
	 	1/31/15




















 


 



     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	150

	 	OTL
	 	 	2,498	 	 	North Georgia Premium

Outlets
	 	800 Highway 400 South, #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 Killingworth Tumplke, #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, #240
	 	Bellevue
	 	WA
	 	 	98004	 	 	 	425.688.7601	 	 	 	426.688.7606	 	 	7/29/05
	 	6/30/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	153

	 	OTL
	 	 	3,350	 	 	Tllton
	 	120 Laconia Road, #306
	 	Tllton
	 	NH
	 	 	03276	 	 	 	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	 	 	 	512.8690.3090	 	 	 	512.819.9080	 	 	8/3/06
	 	8/31/10
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	155

	 	C
	 	 	2,700	 	 	Gaslamp
	 	480 5th Avenue, #2-110 and 2-111
	 	San Diego
	 	CA
	 	 	92101	 	 	 	619.238.0912	 	 	 	619.238.4749	 	 	6/29/06
	 	8/31/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	156

	 	C
	 	 	1,995	 	 	Burbank Colleotlon
	 	152 E. Paim Avenue, #214
	 	Burbank
	 	CA
	 	 	91502	 	 	 	818.524.2108	 	 	 	818.524.2106	 	 	2/26/09
	 	1/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	157

	 	OTL
	 	 	3,569	 	 	Branson Tanger Outlet

Center
	 	300 Tanger Boulevard, #501
	 	Branson
	 	MO
	 	 	65616	 	 	 	417.339.1304	 	 	 	417,339.1308	 	 	8/31/05
	 	8/31/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	158

	 	C
	 	 	2,012	 	 	The Pier at Ceasars
	 	One Atlantic Ocean, #BW-236
	 	Atlantic City
	 	NJ
	 	 	08401	 	 	 	609.345.7980	 	 	 	609.449.0369	 	 	10/19/06
	 	12/31/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	159

	 	C
	 	 	2,370	 	 	Westfield Topanga Plaza
	 	6600 Topanga Canyon Blvd., #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, #B-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	 	 	 	959.595.2011	 	 	 	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	 	 	 	436.655.3912	 	 	 	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, #B3-326B
	 	Hollywood
	 	CA
	 	 	90028	 	 	 	323.382.0108	 	 	 	323.382.0124	 	 	6/28/06
	 	4/30/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	166

	 	c
	 	 	2,700	 	 	Summlt Slerra
	 	13986 S Virginia St, #803
	 	Reno
	 	NV
	 	 	89511	 	 	 	775.853.3330	 	 	 	775.853.3371	 	 	10/4/06
	 	10/31/16



















 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP.DATE
	167
	 	C	 	1,803	 	Del Amo Fashion Center	 	3 Del Amo Fashion Center, #83	 	Torrance	 	CA	 	90503	 	310.793.2474	 	310.793.2484	 	9/14106	 	1/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	168
	 	C	 	2,466	 	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, #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
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	171
	 	C	 	2,465	 	West Edmonton Mall	 	8882-170 Street Unit R-113, Edmonton	 	Alberta	 	Canada	 	T5T 4M2	 	780.481.1277	 	780.481.8012	 	7/12/06	 	8/30/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	172
	 	OTL	 	3,515	 	Atlantic City Outlets	 	121 N. Arkansas, #316	 	Atlantic City	 	NJ	 	08401	 	609.344.2850	 	609.344.2852	 	8/30/07	 	7/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	173
	 	OTL	 	3,500	 	Prlme Orlando	 	4967 International Dr., Suite 3A-4.1	 	Orlando	 	FL	 	32819	 	407.370.2945	 	407.370.2947	 	8/11/07	 	8/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	174
	 	C	 	2,500	 	Cherry Creek	 	3000 East First Ave., #134	 	Denver	 	CO	 	80206	 	303.333.1864	 	303.333.1871	 	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	 	10/05/06	 	1/31/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	176
	 	C	 	2,483	 	Promenade Shops at Dos Lagos	 	2785 Cabot Drive, #7-145	 	Corona	 	CA	 	92883	 	951.277.0484	 	951.277.1255	 	1/18/07	 	1/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	177
	 	C	 	2,687	 	Arrowhead Towne Center	 	7700 West Arrowhead Towne Center, #1061	 	Phoenix	 	AZ	 	85308	 	623.979.9040	 	623.979.9628	 	10/11/06	 	10/31/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	178
	 	C	 	2,184	 	Tyrone Square	 	6901 22nd Avenue North, #492A	 	St. Petersburg	 	FL	 	33710	 	727.345.1061	 	727.346.3630	 	12/7/08	 	1/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	179
	 	OTL	 	3,600	 	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	 	2,332	 	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	 	Anahelm Gardenwalk	 	321 West Katella Ave., #143	 	Anahelm	 	CA	 	92808	 	714.533.9621	 	714.533.3779	 	5/29/08	 	5/31/18






 









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP.DATE
	185

	 	OTL
	 	 	3,066	 	 	Hilton Head Factory

Outlet Center
	 	1414 Fording Island

Road, #A130
	 	Bluffton
	 	SC
	 	 	29910	 	 	 	843.837.2344	 	 	 	843.837.2347	 	 	3/15/07
	 	3/31/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	186

	 	OTL
	 	 	3,500	 	 	Gonzales Outlet

Center
	 	2210 S. Tanger
Blvd., #205
	 	Gonzales
	 	LA
	 	 	70737	 	 	 	225.644.4555	 	 	 	225.644.3248	 	 	11/20/07
	 	11/30/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	187

	 	OTL
	 	 	3,500	 	 	Tanger Outlet

Center, Washington,

PA
	 	2200 Tanger Blvd.,
#701
	 	Washington
	 	PA
	 	 	15301	 	 	 	724.228.8823	 	 	 	724.228.8825	 	 	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	 	 	 	732.625.1458	 	 	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
	 	 	3,302	 	 	Prime Outlets at

Pleasant Prairie
	 	11211
120th
Ave., #579
	 	Pleasant Prairie
	 	WI
	 	 	53158	 	 	 	262.857.9250	 	 	 	262.857.9470	 	 	3/22/07
	 	3/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	193

	 	C
	 	 	1,920	 	 	Barton Creek Square
	 	2901 Capital of
Texas Highway,
#N01C
	 	Austin
	 	TX
	 	 	78746	 	 	 	512.732.1882	 	 	 	512.732.1821	 	 	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	 	 	 	239.939.2533	 	 	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
	 	 	96815	 	 	 	916.925.0980	 	 	 	916.925.8122	 	 	5/24/07
	 	5/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	200

	 	C
	 	 	2,658	 	 	Aventura Mall
	 	19575 Biscayne
Blvd., #1323
	 	Aventura
	 	FL
	 	 	33180	 	 	 	305.682.9221	 	 	 	305.682.9224	 	 	6/28/07
	 	3/31/17
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	201

	 	C
	 	 	2,414	 	 	Northgate Mall
	 	401 NE Northgate

Way, #533C
	 	Seattle
	 	WA
	 	 	98125	 	 	 	206.362.2930	 	 	 	206.362.3865	 	 	10/30/07
	 	1/31/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	202

	 	C
	 	 	2,000	 	 	The Shops at

Mission Viejo
	 	555 The Shops at

Mission Viejo,

#934B
	 	Mission Viejo
	 	CA
	 	 	92691	 	 	 	949.365.1258	 	 	 	949.365.0734	 	 	8/15/07
	 	1/31/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	203

	 	C
	 	 	2,132	 	 	Plaza Bonita
	 	3030 Bonita Plaza

Road, #2276
	 	National City
	 	CA
	 	 	91950	 	 	 	619.267.8053	 	 	 	619.267.2384	 	 	7/1/08
	 	1/31/19



















 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE		ZIP	 	PHONE		FAX	 	OPEN DATE	 	EXP.DATE
	 	204	 	 	C
	 	 	2,259	 	 	South Park Center
	 	500 Southpark Center Drive, #HL68

	 	Strongsville
	 	OH
	 	44136	 	440.238.6517	 	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	 	806.389.7424	 	805.389.7430	 	6/21/07
	 	6/30/17
	 
	 	210	 	 	C
	 	 	2,527	 	 	Dadeland Mall
	 	7535 Dadeland Mall, #3030

	 	Miami
	 	FL
	 	33156	 	786.268.1088	 	786.268.1168	 	8/9/07
	 	1/31/18
	 
	 	211	 	 	C
	 	 	2,003	 	 	Clelo Vista Mall
	 	8401 Gateway Blvd. West, #G04A

	 	El Paso
	 	TX
	 	79925	 	915.781.7766	 	915.781.7765	 	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
	 
	 	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	 	 	Annapolls Mall
	 	2002 Annapolls Mall, #1225

	 	Annapolls
	 	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	 	770.667.2253	 	770.667.2071	 	11/15/07
	 	1/31/18
	 
	 	219	 	 	C
	 	 	2,381	 	 	Augusta Mall
	 	3450 Wrightsboro Road, #2510

	 	Augusta
	 	GA
	 	30909	 	706.736.1070	 	706.736.1072	 	10/19/07
	 	1/31/18
	 
	 	220	 	 	C
	 	 	2,080	 	 	Meadowood Mall
	 	5000 Meadowood Mall Clrcle, #C104

	 	Reno
	 	NV
	 	89502	 	775.828.9400	 	776.828.9403	 	3/13/08
	 	1/31/18
	 
	 	221	 	 	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
	 
	 	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
	 	85338	 	623.932.2027	 	623.932.3770	 	4/17/08
	 	1/31/13
	 
	 	224	 	 	OTL
	 	 	3,196	 	 	Houston Premium Outlets
	 	29300 Hempstead Road, #0861

	 	Cypress
	 	TX
	 	77433	 	281.758.1830	 	281.758.1639	 	3/27/08
	 	1/31/14



















 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	STORE	 	 	 	 	 	LOCATION	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	OPEN	 	 
	NO.	 	TYPE	 	SQ.FT	 	NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	DATE	 	EXP.DATE
	225

	 	C
	 	 	2,569	 	 	Perimeter Mall
	 	4400 Ashford-Dunwoody Rd., #1035
	 	Atlanta
	 	GA
	 	 	30346	 	 	 	770.396.4221	 	 	 	770.398.4082	 	 	4/3/08
	 	1/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	226

	 	C
	 	 	2,002	 	 	The Oaks Mall Florida
	 	6215 Newberry Road, #H6
	 	Gainesville
	 	FL
	 	 	32605	 	 	 	352.332.2473	 	 	 	352.332.2708	 	 	9/18/08
	 	1/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	227

	 	C
	 	 	2,500	 	 	Pembroke Lakes Mall
	 	11401 Pines Bivd., #426
	 	Pembroke Pines
	 	FL
	 	 	33026	 	 	 	954.447.1449	 	 	 	954.447.1491	 	 	6/13/09
	 	1/31/20
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	228

	 	C
	 	 	2,174	 	 	Coastlnad Center
	 	1900 North Tamiami Trall, #H5
	 	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., #S-5

SHIPPING ADDRESS: 

105 S. State St.
	 	Chicago
	 	IL
	 	 	60603	 	 	 	312.346.2302	 	 	 	312.346.2387	 	 	5/1/08
	 	6/30/23
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	230

	 	C
	 	 	2,623	 	 	Westfield Southcenter
	 	816 Southcenter Mall, #1140
	 	Tukwila
	 	WA
	 	 	98188	 	 	 	206.246.2459	 	 	 	206.246.0662	 	 	7/25/08
	 	1/31/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	231

	 	OTL
	 	 	3,500	 	 	Prime Outlets Williamsburg
	 	5555 Richmond Rd., #G140
	 	Williamsburg
	 	VA
	 	 	23188	 	 	 	757.220.3813	 	 	 	757.220.4824	 	 	4/17/08
	 	4/30/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	232

	 	OTL
	 	 	3,500	 	 	Prime Outlets Puerto Rico
	 	1 Prime Outlets Bivd., #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 Bivd., #585
	 	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., #V011
	 	Birch Run
	 	MI
	 	 	48415	 	 	 	989.624.9336	 	 	 	989.624.9526	 	 	4/10/08
	 	4/30/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	236

	 	C
	 	 	2,500	 	 	Westgate City Center
	 	9404 W. Westgate Bivd., #C107
	 	Glendale
	 	AZ
	 	 	85305	 	 	 	623.772.1717	 	 	 	623.772.1919	 	 	1/18/08
	 	1/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 	1251 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 Bivd., #1090A
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 	904.363.2838	 	 	 	904.363.2928	 	 	5/22/08
	 	1/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	240

	 	OTL
	 	 	2,227	 	 	Livingston Designer Outlet
	 	Almondvale Avenue, Unit 119 
West Lothian, EH54 6QX
	 	Livingston
	 	Scotland
	 	 	 	 	 	441506465605

Sales floor
	 	441506465604

office number
	 	4/25/08
	 	3/31/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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 Bivd., #2085
	 	Roseville
	 	CA
	 	 	96678	 	 	 	916.782.1404	 	 	 	916.782.1462	 	 	7/11/09
	 	1/31/20
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	243

	 	OTL
	 	 	3,000	 	 	Preferred Outlets at Tulare
	 	1549 Retherford St., #C075
	 	Tulare
	 	CA
	 	 	93274	 	 	 	559.684.7478	 	 	 	559.684.7495	 	 	11/6/09
	 	1/31/11






 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE	 	STORE	 	 	 	LOCATION	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NO	 	TYPE	 	SQ.FT.	 	NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	244
	 	OTL	 	3,401	 	Crossiron Mills	 	261055 Crossiron Bivd,#433 Rocky View	 	Alberta	 	canada	 	T4AOG3	 	403.275.8013	 	403.275.8037	 	8/19/09	 	8/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	247
	 	OTL	 	3,040	 	The Legends at Sparks Marina	 	1350, Scheels Drive, #138	 	Sparks	 	NV	 	89434	 	775.358.4082	 	775.358.7528	 	6/18/09	 	1/31/20
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	248
	 	OTL	 	3,361	 	Lighthouse Place Premium Outlets	 	601 Wabash St, #G030	 	Michigan City	 	IN	 	46360	 	219.878.0526	 	219.878.0527	 	8/28/08	 	1/31/20
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	249
	 	OTL	 	4,000	 	The Crossing Factory Outlets	 	1000 Route 611, Space #D04	 	Tannersville	 	PA	 	18372	 	570.629.4210	 	670.629.5017	 	9/25/08	 	1/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	251
	 	OTL	 	3,000	 	Tanger Factory Outlets at	 	800 Steven B Tanger Blvd,#1210	 	Commerce	 	GA	 	30529	 	706.336.8471	 	706.336.8483	 	4/24/09	 	4/30/14
	 
	 	 	 	 	 	Commerce	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	252
	 	OTL	 	3,727	 	Tanger Factory Outlets at Myrtle Beach Hwy 501	 	4633 Factory Stores Blvd,#170	 	Myrtle Beach	 	SC	 	29579	 	843.236.8085	 	843.236.6650	 	9/4/08	 	9/30/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	255
	 	OTL	 	3,154	 	Prime Outlet Jeffersonville	 	8000 Factory Shops Bivd,#620	 	Jeffersonville	 	OH	 	43128	 	740.948.2048	 	740.948.2036	 	9/4/08	 	9/30/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	257
	 	WHS	 	6,000	 	Nellis Plaza	 	305 N.Nellis Blvd,#105	 	LasVegas	 	NV	 	89110	 	702.437.7676	 	702.437.7141	 	11/28/08	 	1/31/14
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	258
	 	C	 	2,312	 	Tucson Mall	 	4600 N.Oracla Road, #217	 	Tucson	 	AZ	 	85705	 	520.293.2355	 	520.293.2257	 	3/20/09	 	3/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	259
	 	C	 	2,500	 	Lincoin Road	 	730 Linocoin Road	 	Miami	 	FL	 	33139	 	305.673.9601	 	305.674.8268	 	8/1/09	 	3/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	260
	 	C	 	3,252	 	Natick Collection	 	1245 Worcester Street, #4066	 	Natick	 	MA	 	01760	 	508.661.0569	 	508.651.4174	 	11/26/08	 	10/31/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	261
	 	C	 	2,227	 	Park Meadows	 	8406 Park Meadows Center Dr, #1170
(mall should be sent to #1081)	 	Lone Tree	 	CO	 	80124	 	720.873.2800	 	720.873.2819	 	11/13/08	 	11/30/18
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	262
	 	OTL	 	3,678	 	Prime Outlet Gaffney	 	1 Factory Shops Blvd.,#440	 	Gaffney	 	SC	 	29341	 	864.487.9536	 	864.487.9537	 	3/13/09	 	3/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	263
	 	OTL	 	3,780	 	The Shoppes at Prime Outlets	 	5269 Internatlonal Dr,#C	 	Orlando	 	FL	 	32819	 	407.351.2902	 	407.351.2964	 	2/13/09	 	2/28/14
	 
	 	 	 	 	 	International–Orlando.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	264
	 	OTL	 	3,000	 	Tanger Outlets Howell	 	1476 N.Burkhart Road, #H12O	 	Howell	 	MI	 	48855	 	517.545.5715	 	517.546.5717	 	3/19/09	 	3/31/14
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	266
	 	OTL	 	3,500	 	Edinburgh Premium Outlets	 	11741 North Executive Drive,#885	 	Edinburgh	 	IN	 	46124	 	812.526.6044	 	812.526.5147	 	3/27/09	 	1/31/20
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	268
	 	OTL	 	3,848	 	Citadel Outlets	 	100 Citadel Drive, #426	 	Commerce	 	CA	 	90040	 	323.832.9884	 	323.832.9870	 	5/22/09	 	5/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	269
	 	OTL	 	2,850	 	Vacaville Premium Outlats	 	321 Nut Tree Road, #131H	 	Vacaville	 	CA	 	95687	 	707.451.3768	 	707.451.3785	 	5/22/09	 	1/31/20







 











 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP. DATE
	270

	 	OTL
	 	 	2,073	 	 	Ashford Designer Outlet Centre
	 	Kimberley Way, Space #93-94F, Ashford, Kent, TN24 OSD, UK
	 	Ashford
	 	England
	 	TN24 OSD
	 	 	0044 1233 664995	 	 	 	0044 1233 632278	 	 	3/13/09
	 	1/18/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	272

	 	C
	 	 	2,382	 	 	Richmond Centre
	 	6551 No. 3 Road, #1648A Richmond, B.C., Canada
	 	Richmond
	 	Canada
	 	 	V6Y 2B6	 	 	 	604.278.2712	 	 	 	604.278.2749	 	 	8/15/09
	 	7/31/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	274

	 	OTL
	 	 	3,265	 	 	Cincinnati Premium Outlets
	 	619 Premium Outlet Drive
	 	Monroe
	 	OH
	 	 	45050	 	 	 	513.539.9116	 	 	 	513.539.9126	 	 	8/6/09
	 	1/31/20
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	275

	 	C
	 	 	1,608	 	 	Florida Center
	 	Av. Vicuña Mackenna 6100 La Florida store 2041
	 	Santiago
	 	Chile
	 	 	 	 	 	 	(56 2) 2831351	 	 	 	 	 	 	5/1/09
	 	7/23/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	276

	 	C
	 	 	1,223	 	 	Alto Las Condes
	 	Av. Kennedy 9001 Las Condes store 3145
	 	Santiago
	 	Chile
	 	 	 	 	 	 	(56 2) 2131342	 	 	 	 	 	 	5/1/09
	 	10/9/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	277

	 	C
	 	 	1,073	 	 	Portal Temuco
	 	Av. Alemania 0671 Temuco store 2025
	 	Temuco
	 	Chile
	 	 	 	 	 	 	(56 45) 451439	 	 	 	 	 	 	5/1/09
	 	10/19/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	278

	 	C
	 	 	1,303	 	 	Mall Plaza Vespucio
	 	Avenida Vicuña Mackenna Oriente No. 7110 La Florida store 279
	 	Santiago
	 	Chile
	 	 	 	 	 	 	(56 2) 5863100	 	 	 	 	 	 	5/1/09
	 	9/30/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	279

	 	C
	 	 	786	 	 	Plaza Antofagasta
	 	Av. Balmaceda Interior (recinto portuario) local 241
	 	Antofagasta
	 	Chile
	 	 	 	 	 	 	(56 55) 533234	 	 	 	 	 	 	5/1/09
	 	8/31/14
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	280

	 	C
	 	 	1,303	 	 	Plaza Oeste Shopping Center
	 	Av. Americo Vespucio 1501 Cerrillos local D-302/D-306/D-310
	 	Santiago
	 	Chile
	 	 	 	 	 	 	(56 2) 5863805	 	 	 	 	 	 	5/1/09
	 	12/1/10
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	281

	 	C
	 	 	1,162	 	 	Marina Arauco Mall
	 	Av. Libertad 1348 Viña del Mar local 212
	 	Viña del Mar
	 	Chile
	 	 	 	 	 	 	(56 32) 2692873	 	 	 	 	 	 	5/1/09
	 	1/31/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	282

	 	C
	 	 	947	 	 	Parque Arauco Shopping Center
	 	Av. Kennedy 5118 Las Condes local 180
	 	Santiago
	 	Chile
	 	 	 	 	 	 	(56 2) 3422842	 	 	 	 	 	 	5/1/09
	 	2/20/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	283

	 	C
	 	 	1,017	 	 	Mall Plaza Norte
	 	Av. Americo Vespucio 1737 Huechuraba local 2098-2102-2106
	 	Santiago
	 	Chile
	 	 	 	 	 	 	(56 2) 5860599	 	 	 	 	 	 	5/1/09
	 	11/5/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	284

	 	C
	 	 	1,388	 	 	Mall Plaza del Trebol
	 	Av. Jorge Alessandri 3177 No. 7110 Talcahuano local A-126/128
	 	Concepcion
	 	Chile
	 	 	 	 	 	 	(56-14) 2563787	 	 	 	 	 	 	5/1/09
	 	10/20/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	286

	 	OTL
	 	 	3,506	 	 	The Outlets at Zion
	 	250 North Red Cliffs Drive, #25
	 	St. George
	 	UT
	 	 	84790	 	 	 	435.673.2160	 	 	 	435.688.2084	 	 	7/24/09
	 	7/10/10
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	287

	 	WHS
	 	 	12,000	 	 	Rosedale Highway
	 	6951 Rosedale Highway
	 	Bakersfield
	 	CA
	 	 	93308	 	 	 	661.325.1683	 	 	 	661.325.0644	 	 	8/8/09
	 	7/15/10
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	288

	 	C
	 	 	3,469	 	 	Covent Garden
	 	2/3 James St. Covent Garden
	 	London
	 	England
	 	WC2 E8BH
	 	 	44.207.836.9097	 	 	 	44.207.836.7827	 	 	12/18/09
	 	9/24/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	289

	 	C
	 	 	2,301	 	 	The Strand at Huntington Beach
	 	180 Fifth St., #110
	 	Huntington Beach
	 	CA
	 	 	92648	 	 	 	714.969.2101	 	 	 	714.969.2123	 	 	11/21/09
	 	11/30/19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	291

	 	OTL
	 	 	2,200	 	 	Factory Vila do Conde
	 	Avenida Fonte Cova, Space #125 4480-791 Modivas, Vila do Conde
	 	Vila do Conde
	 	Portugal
	 	 	 	 	 	 	n/a	 	 	 	 	 	 	March 2010
	 	n/a
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	293

	 	OTL
	 	 	2,840	 	 	The Outlets at Hershey
	 	116 Outlet Square
	 	Hershey
	 	PA
	 	 	17033	 	 	 	713.633.8700	 	 	 	713.633.8702	 	 	2/18/10
	 	2/28/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	294

	 	C
	 	 	2,276	 	 	Easton Town Center
	 	3992 Gramercy Street, #724
	 	Columbus
	 	OH
	 	 	43219	 	 	 	614.470.6889	 	 	 	614.470.6895	 	 	March 2010
	 	n/a



















 











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORE NO.	 	STORE TYPE	 	SQ.FT.	 	LOCATION NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE	 	FAX	 	OPEN DATE	 	EXP.DATE
	295
	 	C	 	2,497	 	Westfield Vaiencia Town Center	 	24201 West Valercia Blvd., #1050	 	Vaiencia	 	CA	 	91335	 	661.284,6137	 	661.0284.7752	 	March 2010	 	n/a
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	296
	 	WHS	 	9,600	 	Rosemead Place	 	3518 Rosemead Blvd.	 	Rosemead	 	CA	 	81770	 	626.572.9301	 	626.572.8507	 	11/27/09	 	5/15/10
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	297
	 	WHS	 	5,520	 	College Town Plaza	 	4702 S. Maryland Parkway	 	Las Vegas	 	NV	 	89119	 	702.597.1159	 	702.597.1635	 	11/20/09	 	11/30/10
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	298
	 	WHS	 	10,000	 	Center City,Paterson	 	301 Main Street, #124.#132	 	Paterson	 	NJ	 	07505	 	873.278.1021	 	973.278.1404	 	1/7/10	 	1/31/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	305
	 	WHS	 	8,900	 	Route 22	 	115 route 22 East	 	Springfield	 	NJ	 	07081	 	973.376.1791	 	973.376.1792	 	2/19/10	 	2/28/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	307
	 	OTL	 	3,550	 	Johnson Creek Premium Outlets	 	575 W. Linmar Lane, #B-169	 	Johnson Creek	 	WI	 	53038	 	n/a	 	n/a	 	March 2010	 	n/a
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	308
	 	OTL	 	4,033	 	Aurora Farms Premium Outlets	 	549 South Chillicothe Road, #260	 	Aurora	 	OH	 	44202	 	n/a	 	n/a	 	March 2010	 	n/a
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	520
	 	 	 	40	 	Fashion Show Las Vegas cart	 	3200 Las Vegas Boulevard, South #5576	 	Las Vegas	 	NV	 	89109	 	702.785.0125	 	n/a	 	5/15/09	 	6/30/10







 












 





Schedule 4.1(c)

Capitalization of Parent’s Subsidiaries




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






 









 






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








 




			
	(1)	 	100% owned by Skechers S.a.r.l.
	 
	(2)	 	100% owned by Skechers International
	 
	(3)	 	99% owned by Skechers S.a.r.l. and 1% owned by Skechers International, with nominee agreement granting control of latter’s interest to
Skechers S.a.r.l.
	 
	(4)	 	No shares issued. Percentage represents partnership interest, of which Parent owns 90% directly and 10% via Skechers U.S.A. Inc. II.
	 
	(5)	 	No shares issued. Percentage represents partnership interest, of which Parent owns 8.6% directly and 91.4% via Skechers International.
	 
	(6)	 	Skechers S.a.r.l. owns 99.99% of the shares and Skechers U.S.A., Inc. holds .01% of the shares
	 
	(7)	 	100% owned by Skechers Holdiings Mauritius, Ltd.
	 
	(8)	 	100% owned by Skechers Holdings Jersey Limited
	 
	(9)	 	90% owned by Skechers USA Mauritius 90, Ltd. and 10% owned by Skechers USA Mauritius 10, Ltd.
	 
	(10)	 	100% owned by Skechers China Business Trust
	 
	(11)	 	100% owned by Skechers China Limited
	 
	(12)	 	Shares issued to Skechers S.a.r.l., which is a 50% owner
	 
	(13)	 	Shares issued to Skechers China Limited, which is a 70% owner
	 
	(14)	 	Shares issued to Skechers Southeast Asia Limited, which is a 100% owner
	 
	(15)	 	No shares issued. Percentage represents membership interest in limited liability company.




 









 










Schedule 4.6(a)

Jurisdction of Organization




	 	 	 
	 	 	Jurisdiction of
	Name of Entity	 	Organization
	SKECHERS U.S.A., INC.

	 	Delaware
	Skechers U.S.A., Inc. II

	 	Delaware
	SKECHERS BY MAIL, INC.

	 	Delaware
	310 Global Brands, Inc.

	 	Delaware
	Skechers USA Canada Inc.

	 	Canada
	Skechers USA Ltd.

	 	England
	Skechers USA Iberia, S.L.

	 	Spain
	Skechers USA Deutschland GmbH

	 	Germany
	Skechers USA France SAS

	 	France
	Skechers EDC SPRL

	 	Belgium
	Skechers USA Benelux B.V

	 	Netherlands
	Skechers USA Italia S.r.l

	 	Italy
	Skechers S.a.r.l.

	 	Switzerland
	Skechers Holdings Jersey Limited

	 	Jersey
	Skechers International

	 	Jersey
	Skechers International II

	 	Jersey
	Skechers Do Brasil Calcados LTDA

	 	Brazil
	Comercializadora Skechers Chile
Limitada

	 	Chile
	Skechers Footwear (Dongguan) Co., Ltd.

	 	China
	Skechers Japan YK

	 	Japan
	Skechers USA Mauritius 10

	 	Mauritius
	Skechers USA Mauritius 90

	 	Mauritius
	Skechers China Business Trust

	 	China
	Skechers Holdings Mauritius

	 	Mauritius
	Skechers Trading (Shanghai) Co. Ltd.

	 	China
	Skechers China Limited

	 	Hong Kong
	Skechers Hong Kong Limited

	 	Hong Kong
	Skechers Southeast Asia Limited

	 	Hong Kong
	Skechers Malaysia Sdn. Bhd.

	 	Malaysia
	Skechers Singapore Pte. Limited

	 	Singapore
	Skechers (Thailand) Limited

	 	Thailand
	SKECHERS COLLECTION, LLC

	 	California
	SKECHERS SPORT, LLC

	 	California
	Duncan Investments, LLC

	 	California
	Yale Investments, LLC

	 	Delaware
	Sepulveda Blvd. Properties, LLC

	 	California
	SKX ILLINOIS, LLC

	 	Illinois
	Skechers Guangzhou Co. Ltd.

	 	China
	Skechers R.B., LLC

	 	Delaware






 









 






Schedule 4.6(b)

Chief Executive Offices




	 	 	 	 	 
	Name of Entity	 	Address	 	City, State, Zip Code, Country
	Skechers U.S.A., Inc.

	 	228 Manhattan Beach Blvd.
	 	Manhattan Beach, CA 90266, USA
	Skechers U.S.A., Inc. II

	 	228 Manhattan Beach Blvd.
	 	Manhattan Beach, CA 90266, USA
	Skechers By Mail, Inc.

	 	228 Manhattan Beach Blvd.
	 	Manhattan Beach, CA 90266, USA
	310 Global Brands, Inc.

	 	225 S. Sepulveda Blvd.
	 	Manhattan Beach, CA 90266, USA
	Skechers USA Canada Inc.

	 	2425 Matheson Boulevard East # 120
	 	Mississauga ON L4W 5K4, Canada
	Skechers USA Ltd.

	 	Katherine House Darkes Lane
	 	Hertfordshire EN6 2JD, United Kingdom
	 

	 	9/11 Wyllyotts Place, Potters Bar	 	 
	Skechers USA Iberia, S.L.

	 	C/ Serrano 40, 1 — izda, 1st Floor
	 	28001 Madrid, Spain
	Skechers USA Deutschland GmbH

	 	Waldstrasse 74
	 	63128 Dietzenbach, Germany
	Skechers USA France SAS

	 	20 rue des Capucines
	 	75002 Paris, France
	Skechers EDC SPRL

	 	Parc Industriel Hauts-Sarts, zone 3
	 	4041 Milmort, Belgium
	 

	 	Avenue du parc industriel 159	 	 
	Skechers USA Benelux B.V

	 	Cartographenweg 16
	 	5141 MT Waalwijk, Holland, The Netherlands
	Skechers USA Italia S.r.l

	 	Via Alberto Dominutti, 6
	 	37135 Verona, Italy
	Skechers S.a.r.l.

	 	Rue de la Mercerie 12, 7th Floor
	 	CH-1003 Lausanne, Switzerland
	Skechers Holdings Jersey Limited

	 	Templar House, Don Road
	 	St. Helier, Channel Islands JE1 2TR, Jersey
	Skechers International

	 	Templar House, Don Road
	 	St. Helier, Channel Islands JE1 2TR, Jersey
	Skechers International II

	 	Templar House, Don Road
	 	St. Helier, Channel Islands JE1 2TR, Jersey
	Skechers Do Brasil Calcados LTDA

	 	Rua Haddock Lobo, 1307, 17th Floor,
Cj-171
	 	Cerqueira Cesar, Sao Paulo, 01414-003, Brazil
	Comercializadora Skechers Chile
Limitada

	 	Avenue Kennedy 5118
	 	Tercer Piso, Vitacura, Santiago, Chile
	Skechers Footwear (Dongguan) Co.,
Ltd.

	 	Building S Development Zone of Chi-Ling
Hou
	 	Dongguan City, Guangdong Province, 523940,
PRC
	Skechers Japan YK

	 	7-4 Nishi Shimbashi, 2-Chome, Minat
	 	Tokyo, Japan
	Skechers USA Mauritius 10

	 	4th Floor, IBL House, Caudan
	 	Port Louis, Mauritius
	Skechers USA Mauritius 90

	 	4th Floor, IBL House, Caudan
	 	Port Louis, Mauritius
	Skechers China Business Trust

	 	Templar House, Don Road
	 	St. Helier, Channel Islands JE1 2TR, Jersey
	Skechers Holdings Mauritius

	 	4th Floor, IBL House, Caudan
	 	Port Louis, Mauritius
	Skechers Trading (Shanghai) Co. Ltd.

	 	Red House 3/F, No. 35 South Shanxi Road
	 	Luwan District, Shanghai, China
	Skechers China Limited

	 	Red House 3/F, No. 35 South Shanxi Road
	 	Luwan District, Shanghai, China
	Skechers Hong Kong Limited

	 	Block C, 10/F, Roxy Industrial Centre
	 	Kwai Chung, Hong Kong
	 

	 	58-66 Tai Lin Pai Road	 	 
	Skechers Southeast Asia Limited

	 	Block C, 10/F, Roxy Industrial Centre
	 	Kwai Chung, Hong Kong
	 

	 	58-66 Tai Lin Pai Road	 	 
	Skechers Malaysia Sdn. Bhd.

	 	Suite B-14-1 & @ Wisma Panta, Plaza
Pantai,
	 	59200 Kuala Lumpur, Malaysia
	 

	 	No. 5 Jalan 4/83A Off Jalan Pantai Bahru	 	 
	Skechers Singapore Pte. Limited

	 	45 Ubi Road 1 #03-03/04, Summit Building
	 	Singapore 408696
	Skechers (Thailand) Limited

	 	1 Silom Road, Level 8 Zuellig House
	 	Bangkok 10500, Thailand
	Skechers Collection, LLC

	 	228 Manhattan Beach Blvd.
	 	Manhattan Beach, CA 90266, USA
	Skechers Sport, LLC

	 	228 Manhattan Beach Blvd.
	 	Manhattan Beach, CA 90266, USA
	Duncan Investments, LLC

	 	228 Manhattan Beach Blvd.
	 	Manhattan Beach, CA 90266, USA
	Yale Investments, LLC

	 	228 Manhattan Beach Blvd.
	 	Manhattan Beach, CA 90266, USA
	Sepulveda Blvd. Properties, LLC

	 	228 Manhattan Beach Blvd.
	 	Manhattan Beach, CA 90266, USA
	SKX Illinois, LLC

	 	228 Manhattan Beach Blvd.
	 	Manhattan Beach, CA 90266, USA
	Skechers Guangzhou Co. Ltd.

	 	Red House 3/F, No. 35 South Shanxi Road
	 	Luwan District, Shanghai, China
	Skechers R.B., LLC

	 	228 Manhattan Beach Blvd.
	 	Manhattan Beach, CA 90266, USA






 









 






Schedule 4.6(c)

Tax & Organizational ID Numbers




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







 











 





Credit Agreement

Schedule 4.12

Environmental Matters



In January 2009, Highland Fairview, I, Highland Fairview, II, Highland Fairview, III, Highland
Fairview, IV and HF Logistics I, LLC (collectively, “Highland Fairview”) and the City of Moreno
Valley entered into a Settlement Agreement with the Sierra Club. Pursuant to the Settlement
Agreement, Highland Fairview agreed that (i) the distribution facility in Rancho Belago, California
would use certain low environmental impact procedures and equipment, including solar cells, solar
water heaters and trucks of a particular classification, and certain equipment would be prohibited
in the construction of the facility (ii) certain roads and highways adjacent to or near the
facility would be designed in certain physical configurations with specified signage, (iii) the
facility would be designed to obtain LEED certification and (iv) certain payments shall be made to
the Sierra Club and its attorneys. The Company, as the operator of the distribution facility, will
be responsible for implementing certain mandates of the Settlement Agreement. The Settlement
Agreement is not expected to result in a Material Adverse Change.






 









 








Schedule 4.17

Material Contracts





	1.	 	Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan
of Skechers U.S.A., Inc.
	 
	2.	 	Amendment No. 1 to Amended and Restated 1998 Stock Option, Deferred Stock and
Restricted Stock Plan of Skechers U.S.A., Inc.
	 
	3.	 	Amendment No. 2 to Amended and Restated 1998 Stock Option, Deferred Stock and
Restricted Stock Plan of Skechers U.S.A., Inc.
	 
	4.	 	Amendment No. 3 to Amended and Restated 1998 Stock Option, Deferred Stock and
Restricted Stock Plan of Skechers U.S.A., Inc.
	 
	5.	 	2006 Annual Incentive Compensation Plan of Skechers U.S.A., Inc.
	 
	6.	 	2007 Incentive Award Plan of Skechers U.S.A., Inc.
	 
	7.	 	Form of Restricted Stock Agreement under 2007 Incentive Award Plan of Skechers
U.S.A., Inc.
	 
	8.	 	2008 Employee Stock Purchase Plan of Skechers U.S.A., Inc.
	 
	9.	 	Indemnification Agreement dated June 7, 1999 between Skechers U.S.A., Inc. and
its directors and executive officers.
	 
	10.	 	Registration Rights Agreement dated June 9, 1999, between Skechers U.S.A., Inc.,
the 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.	 	Fourth Amendment to Lease Agreement, dated September 23, 2009, between Skechers
U.S.A., Inc. and ProLogis California I LLC, regarding 1661 South Vintage Avenue, Ontario,
California.
	 
	21.	 	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.
	 
	22.	 	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.
	 
	23.	 	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.
	 
	24.	 	Third Amendment to Lease Agreement, dated May 7, 2007, between Skechers U.S.A.,
Inc. and CLP Industrial Properties, LLC, which is successor to Cabot Industrial Properties,
L.P., regarding 1777 South Vintage Avenue, Ontario, California.
	 
	25.	 	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.
	 
	26.	 	Fifth Amendment to Lease Agreement, dated January 29, 2009, between Skechers
U.S.A., Inc. and CLP Industrial Properties, LLC, regarding 1777 South Vintage Avenue,
Ontario, California.
	 
	27.	 	Sixth Amendment to Lease Agreement, dated October 26, 2009, between Skechers
U.S.A., Inc. and CLP Industrial Properties, LLC, regarding 1777 South Vintage Avenue,
Ontario, California.
	 
	28.	 	Lease Agreement, dated April 10, 2001, between Skechers U.S.A., Inc. and
ProLogis California I LLC, regarding 4100 East Mission Boulevard, Ontario, California.




 









 






	29.	 	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.
	 
	30.	 	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.
	 
	31.	 	Lease Agreement, dated February 8, 2002, between Skechers International, a
subsidiary of Skechers U.S.A., Inc., and ProLogis Belgium II SPRL, regarding ProLogis Park
Liege Distribution Center I in Liege, Belgium.
	 
	32.	 	Lease Agreement dated September 25, 2007 between Skechers U.S.A., Inc. and HF
Logistics I, LLC, regarding distribution facility in Moreno Valley, California
	 
	33.	 	Amendment to Lease Agreement, dated December 18, 2009 by and between Skechers
U.S.A., Inc. and HF Logistics I, LLC, regarding distribution facility in Moreno Valley,
California.
	 
	34.	 	Lease Agreement dated May 20, 2008 between Skechers EDC SPRL, a subsidiary of
Skechers U.S.A., Inc., and ProLogis Belgium III SPRL, regarding ProLogis Park Liege
Distribution Center II in Liege, Belgium.
	 
	35.	 	Addendum to Lease Agreement dated May 20, 2008 between Skechers EDC SPRL, a
subsidiary of Skechers U.S.A., Inc., and ProLogis Belgium III SPRL, regarding ProLogis Park
Liege Distribution Center I in Liege, Belgium.
	 
	36.	 	Lease Agreement dated May 9, 2007 between Skechers U.S.A., Inc. and ASB Blatteis
Powell Street, LLC, regarding 200 Powell Street, San Francisco, California.
	 
	37.	 	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.
	 
	38.	 	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.
	 
	39.	 	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.
	 
	40.	 	Lease Agreement dated June 20, 2008 between Skechers U.S.A., Inc. and KLCH
Associates regarding 140 West 34th Street, New York, New York.
	 
	41.	 	Lease Agreement dated May 23, 2003 between Skechers USA Limited, a wholly owned
subsidiary of Skechers U.S.A., Inc., and The Trafford Centre Limited regarding 153 Regent
Crescent, London, United Kingdom.




 









 






	42.	 	Amendment to Lease Agreement, dated January 14, 2009, between Skechers USA
Limited, a wholly owned subsidiary of Skechers U.S.A., Inc., and The Trafford Centre
Limited regarding 153 Regent Crescent, London, United Kingdom.
	 
	43.	 	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.
	 
	44.	 	License Agreement dated April 7, 2003 between Ecko.Complex, LLC dba Ecko Unltd.,
Skechers U.S.A., Inc. II and Skechers International II
	 
	45.	 	License Agreement dated December 5, 2005 between Zoo York, LLC, Skechers U.S.A.,
Inc. II and Skechers S.a.r.l.
	 
	46.	 	License Agreement dated August 2007 between bebe stores, inc., Skechers U.S.A.,
Inc. and Skechers U.S.A., Inc. II.
	 
	47.	 	Buying Agency Agreement dated June 1, 2006 between Skechers U.S.A., Inc. II and
Skechers Holdings Jersey Limited.
	 
	48.	 	Cost Sharing Agreement dated July 1, 2001 between Skechers U.S.A., Inc.,
Skechers U.S.A., Inc. II and Skechers International II.
	 
	49.	 	First Amendment to Cost Sharing Agreement, dated January 1, 2005, between
Skechers U.S.A., Inc., Skechers U.S.A., Inc. II, Skechers International II and Skechers USA
Canada, Inc.
	 
	50.	 	Skechers International II Partnership Agreement dated June 29, 2001 by Skechers
U.S.A., Inc.
	 
	51.	 	Limited Liability Company Agreement of HF Logistics-SKX, LLC, dated January 30,
2010, between Skechers RB, LLC and HF Logistics I, LLC.