EX-10.1






FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HF

LOGISTICS-SKX, LLC




This FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HF
LOGISTICS-SKX, LLC (this “Amendment”) is made and entered into as of August 11, 2015 (the
"Effective Date”), by and among HF LOGISTICS I, LLC, a Delaware limited liability company
(the “HF Member”), SKECHERS R.B., LLC, a Delaware limited liability company (the
"Skechers Member” and together with the HF Member, each a “Member” and
collectively the “Members”) and HF LOGISTICS-SKX, LLC, a Delaware limited liability company
(the “Company”).



RECITALS




WHEREAS, the Members entered into that certain Amended and Restated Limited Liability Company
Agreement of the Company dated April 12, 2010 but effective as of January 30, 2010 (as amended from
time to time prior to the Effective Date, the “LLC Agreement”). Any capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the LLC Agreement.



WHEREAS, the T1 Subsidiary is party to that certain Construction Loan Agreement dated April
30, 2010 by and among the T1 Subsidiary, Bank of America, N.A., as administrative agent, and the
lenders party thereto from time to time (as amended prior to the date hereof, the “Original
Loan Agreement”). As of the date hereof, the unpaid principal amount of the loan outstanding
under the Original Loan Agreement is Seventy-Seven Million Three Hundred Twelve Thousand Dollars
($77,312,000).



WHEREAS, in connection with the refinancing of the Original Loan Agreement, the HF Member has
requested that the T1 Subsidiary borrow additional funds in order to provide the proceeds necessary
for the Company to distribute an amount equal to the HF Distribution (defined below) to the HF
Member.



WHEREAS, in connection with the refinancing of the Original Loan Agreement, the Members have
agreed that the T1 Subsidiary will be making a prepayment of fifty percent (50%) of the outstanding
principal balance due under the Original Loan Agreement.



WHEREAS, in order to make the principal prepayment described above, the Skechers Member will
be making an additional capital contribution to the Company in the amount of such prepayment (the
"Skechers Prepayment Contribution”), and the Company will contribute such amount to the T1
Subsidiary for the sole purpose of making a prepayment of the outstanding principal balance due
under the Original Loan Agreement (provided that for convenience, but only to the extent a
prepayment of fifty percent (50%) of the outstanding principal balance due under the Original Loan
Agreement is concurrently made, the proceeds of the Skechers Prepayment Contribution may be
allocated between such prepayment and the HF Distribution as determined by the Company).



WHEREAS, substantially concurrently herewith, the T1 Subsidiary is entering into that certain
Amended and Restated Loan Agreement by and among the Company, as borrower, Bank of America, N.A.,
as administrative agent, and the lenders party thereto from time to time (as amended, restated,
supplemented, replaced, refinanced or otherwise modified from time to time in accordance with the
provisions hereof, the “Loan Agreement”), pursuant to which the lenders under the Loan
Agreement are providing the T1 Subsidiary a term loan in the original principal amount of Seventy
Million Dollars ($70,000,000) (the “2015 Project Loan”). The 2015 Project Loan is a
Permanent Loan, as such term is defined in the LLC Agreement.



WHEREAS, the proceeds of the 2015 Project Loan shall be used by the T1 Subsidiary and the
Company, inter alia, to (i) refinance all amounts owed under the Original Loan Agreement (after the
principal prepayment described above), (ii) pay certain closing costs associated with the 2015
Project Loan and (iii) make a distribution to the HF Member in the amount of Thirty-One Million
Three Hundred Forty-Four Thousand Dollars ($31,344,000) less the amounts described in clause (ii)
(the “HF Distribution”). As used herein, the term “HF Distribution Amount” means
an amount equal to Thirty-One Million Three Hundred Forty-Four Thousand Dollars ($31,344,000).



WHEREAS, the Members desire to amend the LLC Agreement as set forth herein to reflect the
foregoing and certain changes to the LLC Agreement necessitated by the foregoing.



NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
agreements contained in the LLC Agreement and in this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby
agree as follows:




	I.	 	Amendment





1. Skechers Prepayment Contribution. On the Effective Date, the Skechers Member shall
make the Skechers Prepayment Contribution to the Company, which the Company shall immediately
contribute to the T1 Subsidiary, and the T1 Subsidiary shall use all of such proceeds of the
Skechers Prepayment Contribution to pay down the principal balance under the Original Loan
Agreement by a like amount (provided that for convenience, but only to the extent a prepayment of
fifty percent (50%) of the outstanding principal balance due under the Original Loan Agreement is
concurrently made, the proceeds of the Skechers Prepayment Contribution may be allocated between
such prepayment and the HF Distribution as determined by the Company). The HF Member hereby
consents to and approves of the Skechers Prepayment Contribution by the Skechers Member and agrees
that (a) the Skechers Prepayment Contribution shall be treated as a Capital Contribution under the
LLC Agreement and (b) the amount of the Unrecovered Contributions of the Skechers Member shall be
increased, as of the Effective Date, by the Skechers Prepayment Contribution.



2. HF Distribution. On or promptly following the Effective Date, an amount equal to
the HF Distribution will be distributed from the T1 Subsidiary to the Company, and the Company will
make the HF Distribution to the HF Member. The Skechers Member hereby consents to and approves of
the HF Distribution, and the Members agree that the amount of the Unrecovered Contributions of the
HF Member shall be decreased, as of the Effective Date, by the HF Distribution Amount.



3. Distributions and Capital Transactions.



(a) Section 5.2 of the LLC Agreement is hereby amended to read as follows:



“Section 5.2 Distributions. Except as provided in Section 5.2(b) and
5.2(c) below, distributions of Available Cash shall be made to the Members in the
following order of priority set forth in Section 5.2(a):



(a) To the Members pari passu in proportion to their respective
Distribution Percentages.



(b) Notwithstanding the foregoing priority set forth in Section
5.2(a), the following special distribution rules shall apply: If a Member
fails to make an Additional Capital Contribution under Section 4.1.2, and
the Non-Defaulting Member elects to make an Additional Capital
Contribution under Section 4.1.5(d)(i), then the amount of such Additional
Capital Contribution shall accrue a preferred return at the rate of 11%
per annum, and the total amount of such Additional Capital Contribution,
plus such preferred return, shall become a priority distribution to be
made before any other distributions to the Members under Section 5.2(a),
or pursuant to Section 13.2.1(c), and before any repayment of any loan
payable to the Defaulting Member under Article 6.



(c) Notwithstanding any provision to the contrary in this Agreement,
before any distribution of Available Cash under Article 5 (including any
distribution or special distribution under Sections 5.2(a) or 5.2(b)), any
payments of other loans due to any Member as described in Article 4 or
Article 6 of the Agreement, and any payments due to any Member under the
buy-sell provisions in Article 8 of the Agreement or in any liquidation or
disposition of the Company or any of its Subsidiaries or any of their
respective assets or property is made, Skechers shall be entitled to
receive distributions in cash equal in amounts to the principal, interest
(with interest calculated at the “fixed rate” which would be applicable
after giving effect to any swap contract with respect to the 2015 Project
Loan (as such term is defined in that certain First Amendment to Amended
and Restated Limited Liability Company Agreement of HF Logistics-SKX, LLC)
or any refinancing or replacement financing thereof), fees (including all
swap costs), costs and expenses paid by the T1 Subsidiary to the holders
of the 2015 Project Loan or any refinancing or replacement financing
thereof during the month (including any payments on maturity) in which the
distribution is made. Distributions under this clause (c), other than
distributions under this clause (c) in an amount equal to the monthly
principal payments made on the 2015 Project Loan, shall not reduce the
Unrecovered Contributions of Skechers. The Members further agree that, if
the Skechers Member receives any distribution of Available Cash from a
refinancing of the 2015 Project Loan (or any replacement financing) in
excess of the distribution (if any) received by the HF Member from such
refinancing or replacement financing (such excess being referred to in
this clause (c) as the “Refinancing Excess Distribution”), the amount of
the distributions to be paid to the Skechers Member under this Section
5.2(c) shall be reduced to the extent of the additional debt service
resulting from such Refinancing Excess Distribution.”



(b) Notwithstanding the provisions of Section 5.2(a)-(c) of the LLC Agreement or any
other provision to the contrary in the LLC Agreement, all Capital Transaction Proceeds
shall be paid to the Skechers Member until the Unrecovered Contributions of both Members
are equal, and any excess distributions shall be made in accordance with the Members’
Distribution Percentages. As used herein, the following terms have the meanings
indicated:



"“Capital Transaction” means any of the following: (i) a sale,
exchange, transfer, assignment or other disposition of all or a portion of
any Company Asset (but not including sales in the ordinary course of
business of inventory, operating equipment or furniture, fixtures, and
equipment); (ii) any financing or refinancing of, or with respect to, any
Company Asset except for equipment leases or purchase money financing for
movables; (iii) any condemnation or transfer in lieu of condemnation of
all or a portion of any Company Asset; (iv) any collection in respect of
property, hazard, or casualty insurance (but not business interruption
insurance) or any damage award; or (v) any other transaction the proceeds
of which, in accordance with generally accepted accounting principles, are
considered to be capital in nature.



“Capital Transaction Proceeds” means all cash received by the Company
from a Capital Transaction, less the sum of the following for which
Capital Transaction Proceeds are used by the Company, (i) all expenses
paid or incurred in connection with such Capital Transaction, (ii) amounts
received from a Capital Transaction applied to repayment of indebtedness
(including the 2015 Project Loan), and (iii) such additions to reserves
for capital expenditures, liabilities or obligations of the Company or
other purposes as Skechers may determine to be necessary. All amounts
released from time to time from such reserves other than for application
to the purpose for which the reserve was established shall be deemed to be
Capital Transaction Proceeds.”



4. Further Actions with Respect to Loans.



(a) Notwithstanding any provision to the contrary in the LLC Agreement, but subject to Section
7.1.4 of the LLC Agreement and except as provided in Section 4(b) of this Amendment, all actions,
consents, approvals or decisions to be made by the Company in connection with the Loans (including,
without limitation, any amendment of the 2015 Project Loan) or any other financing of the Project
or the pledge or encumbrance of Company Assets or assets of any Subsidiary shall only be made with
the consent of both Members, which consent will not be unreasonably withheld. Inasmuch as it is
the intent of the HF Member to refinance the 2015 Project Loan at maturity, the consent of the
Skechers Member shall only be required as to the terms and conditions of any such refinancing
(including, without limitation, the amount of such refinancing if the amount is in excess of the
principal then outstanding), and not as to whether the outstanding principal amount of the 2015
Project Loan should be paid off, paid down or refinanced. Without limiting the foregoing, the
Members hereby agree that Section 7.1.1(c) of the LLC Agreement is hereby amended to delete clause
(ii) and clause (iii) of Section 7.1.1(c).



(b) Notwithstanding any provision to the contrary in the LLC Agreement or Section 4(a) of this
Amendment, the Skechers Member may at any time, or from time to time, cause the T1 Subsidiary to
refinance the 2015 Project Loan or increase the principal amount of the 2015 Project Loan for the
purpose of distributing sufficient funds to the Company so that the Company may provide a
distribution to the Skechers Member (or an affiliate of the Skechers Member) up to an amount equal
to the difference between the Skechers Members’ Unrecovered Contribution and the HF Member’s
Unrecovered Contribution at such time (the “Unrecovered Contribution Difference”). The HF
Member hereby consents to the foregoing use of proceeds of such refinancing or increase, it being
understood and agreed that the HF Member shall not receive any proceeds of such refinancing or
increase until the Skechers Member has received the Unrecovered Contribution Difference as
described in the preceding sentence. To the extent that any such refinancing or increase to the
principal amount of the 2015 Project Loan results in Capital Transaction Proceeds (as defined in
this Amendment), such Capital Transaction Proceeds shall be distributed in the manner set forth in
Section 3(b) of this Amendment. The terms and loan documentation for such refinancing or increase
to the 2015 Project Loan shall be determined by the Skechers Member in its sole and absolute
discretion, without any required consent or approval by the HF Member; provided, however, that if
the interest rate applicable to such refinancing or increase is less favorable to the Company than
the terms of the 2015 Project Loan, arrangements shall be made (by a further amendment to the LLC
Agreement, or otherwise) such that the HF Member shall not, through July 31, 2022, be in a less
favorable economic position than it was immediately prior to such refinancing or increase.



(c) Notwithstanding any provision to the contrary in the LLC Agreement, if upon any
refinancing or extension of the 2015 Project Loan or any replacement or refinancing thereof (other
than a refinancing, extension or replacement financing under Section 4(b) of this Amendment) (the
"Subject Refinancing”) the T1 Subsidiary is unable to obtain sufficient financing to cause
a distribution in the amount of the Unrecovered Contribution Difference to be made to the Company
(for further distribution to the Skechers Member), the HF Member hereby agrees to immediately make
a contribution to the Company (which amount shall be immediately distributed to the Skechers
Member) in the amount necessary so that, after giving effect to such Subject Refinancing, the
Unrecovered Contributions of both Members are equal (the “HF Unrecovered Contribution
Difference Payment”). If the HF Member fails to make the HF Unrecovered Contribution
Difference Payment as set forth above, the Skechers Member shall have all rights and remedies
available under the LLC Agreement, including, without limitation, Section 7 of this Amendment, and,
in addition, the HF Member shall immediately be deemed to have transferred and assigned all of its
Company Interests to the Skechers Member (for no additional consideration), the Skechers Member
shall be deemed to be the legal and beneficial owner of all such Company Interests and the HF
Member shall cease to be a Member of the Company and shall cease to have any rights or claims under
the LLC Agreement or with respect to the Company Interests. Without limiting the automatic nature
of the transfer of the Company Interests set forth in the preceding sentence, the HF Member hereby
agrees to take any and all actions reasonably requested by the Skechers Member to evidence such
transfer of the Company Interests, and the HF Member hereby irrevocably constitutes and appoints
the Skechers Member and any officer or agent thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the
HF Member and in the name of the HF Member or in its own name, for the purpose of taking any and
all appropriate action and to execute any and all documents and instruments which may be necessary
or desirable to accomplish the purposes of this Section or Section 7 of this Amendment and to
evidence such transfer of the Company Interests by the HF Member to the Skechers Member in
accordance with this Section or Section 7 of this Amendment. The Members hereby agree that the HF
Member shall not be permitted to make demand for or request an Additional Capital Contribution or
an additional loan from Skechers for all or any part of the HF Unrecovered Contribution Difference
Payment (whether under Section 4.1.2 or Article 6 of the LLC Agreement or otherwise). THE HF
MEMBER ACKNOWLEDGES AND AGREES THAT IT FULLY UNDERSTANDS THAT ITS COMPANY INTERESTS AND ITS
INTEREST IN DISTRIBUTIONS AND CAPITAL MAY BE LOST FOR FAILING TO MAKE THE REQUIRED HF UNRECOVERED
CONTRIBUTION DIFFERENCE PAYMENT UNDER THIS SECTION 4(c). THE HF MEMBER FURTHER AGREES THAT A
BREACH OF ANY OF THE AGREEMENTS CONTAINED IN THIS SECTION 4(c) WILL CAUSE IRREPARABLE INJURY TO THE
SKECHERS MEMBER, THAT THE SKECHERS MEMBER DOES NOT HAVE AN ADEQUATE REMEDY AT LAW IN RESPECT OF
SUCH BREACH AND, AS A CONSEQUENCE, THAT EACH AND EVERY COVENANT AND AGREEMENT CONTAINED IN THIS
SECTION 4(c) SHALL BE SPECIFICALLY ENFORCEABLE AGAINST THE HF MEMBER, AND THAT THE HF MEMBER HEREBY
WAIVES AND AGREES NOT TO ASSERT ANY DEFENSES TO THE EFFECT THAT SPECIFIC PERFORMANCE OF SUCH
COVENANTS OR AGREEMENTS IS NOT AVAILABLE AS A REMEDY.



(d) Notwithstanding any provision to the contrary in the LLC Agreement, at the time the 2015
Project Loan or any replacement thereof is proposed to be refinanced (in whole or in part), the
maturity date thereof is proposed to be extended, the principal amount thereof is proposed to be
increased or the terms and conditions thereof are proposed to be changed in any material respect,
Skechers shall be entitled to notice of any such proposal (which notice shall set forth the terms
and conditions thereof), and Skechers (or one of its Affiliates) shall have the right to become the
lender to the T1 Subsidiary on the same terms and conditions so proposed, provided that Skechers
gives the HF Member notice of such election within five (5) Business Days after receipt of such
proposal.



5. Buy-Sell Provisions. The penultimate sentence of Section 8.3 of the LLC Agreement
is hereby amended to read as follows:



“Provided, however, that the Stated Amount may not be less than an amount which
would result in the distribution to the Selling Member of at least the Selling
Member’s Unrecovered Contribution (or, if the Selling Member is Skechers, the
Unrecovered Contribution Difference (as such term is defined in the First
Amendment to Amended and Restated Limited Liability Company Agreement of HF
Logistics-SKX, LLC, if greater), and the repayment of any loans owed by the
Company to the Selling Member as of the date of closing.”



6. Repayment of 2015 Project Loan. Notwithstanding any provision to the contrary in
the LLC Agreement or otherwise, the Members hereby agree that if the obligations under the 2015
Project Loan or any replacement or refinancing thereof (other than a refinancing requested pursuant
to Section 4(b) of this Amendment) (the “Subject Permanent Loan”) become due at maturity,
by acceleration, as a result of the occurrence of any prepayment event or for any other reason
whatsoever (including, without limitation, the inability for any reason to refinance or replace the
Subject Permanent Loan), the HF Member shall be obligated to immediately contribute sufficient
funds to the Company (which the Company shall in turn contribute to the T1 Subsidiary) in order to
cause the repayment of any and all obligations (whether for principal, interest, fees, costs,
expenses or otherwise) due and payable under the Subject Permanent Loan and the loan documentation
therefor (the “HF Repayment Contribution”). If the HF Member fails to make the HF
Repayment Contribution as set forth above, the Skechers Member shall have all rights and remedies
available under the LLC Agreement, including, without limitation, Section 7 of this Amendment, and,
in addition, the Skechers Member shall have the right to (but shall not be obligated to) make a
contribution to the Company or the T1 Subsidiary in the amount of the HF Repayment Contribution in
order to cause the repayment of any and all obligations (whether for principal, interest, fees,
costs, expenses or otherwise) due and payable under the Subject Permanent Loan and the loan
documentation therefor (the “Skechers Payoff Contribution”). Notwithstanding any provision
to the contrary in the LLC Agreement or otherwise (including, without limitation, Sections 4.1.4
and 17.14 of the LLC Agreement), if Skechers makes the Skechers Payoff Contribution, the HF Member
shall immediately be deemed to have transferred and assigned all of its Company Interests to the
Skechers Member (for no additional consideration), the Skechers Member shall be deemed to be the
legal and beneficial owner of all such Company Interests and the HF Member shall cease to be a
Member of the Company and shall cease to have any rights or claims under the LLC Agreement or with
respect to the Company Interests. Without limiting the automatic nature of the transfer of the
Company Interests set forth in the preceding sentence, the HF Member hereby agrees to take any and
all actions reasonably requested by the Skechers Member to evidence such transfer of the Company
Interests, and the HF Member hereby irrevocably constitutes and appoints the Skechers Member and
any officer or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and stead of the HF Member
and in the name of the HF Member or in its own name, for the purpose of taking any and all
appropriate action and to execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Section or Section 7 of this Amendment and to evidence
such transfer of the Company Interests by the HF Member to the Skechers Member in accordance with
this Section or Section 7 of this Amendment. The Members hereby agree that the HF Member shall not
be permitted to make demand for or request an Additional Capital Contribution or an additional loan
from Skechers for all or any part of the HF Repayment Contribution (whether under Section 4.1.2 or
Article 6 of the LLC Agreement or otherwise). THE HF MEMBER ACKNOWLEDGES AND AGREES THAT IT FULLY
UNDERSTANDS THAT ITS COMPANY INTERESTS AND ITS INTEREST IN DISTRIBUTIONS AND CAPITAL MAY BE LOST
FOR FAILING TO MAKE THE REQUIRED HF PREPAYMENT CONTRIBUTIONS UNDER THIS SECTION 6. THE HF MEMBER
FURTHER AGREES THAT A BREACH OF ANY OF THE AGREEMENTS CONTAINED IN THIS SECTION WILL CAUSE
IRREPARABLE INJURY TO THE SKECHERS MEMBER, THAT THE SKECHERS MEMBER DOES NOT HAVE AN ADEQUATE
REMEDY AT LAW IN RESPECT OF SUCH BREACH AND, AS A CONSEQUENCE, THAT EACH AND EVERY COVENANT AND
AGREEMENT CONTAINED IN THIS SECTION SHALL BE SPECIFICALLY ENFORCEABLE AGAINST THE HF MEMBER, AND
THAT THE HF MEMBER HEREBY WAIVES AND AGREES NOT TO ASSERT ANY DEFENSES TO THE EFFECT THAT SPECIFIC
PERFORMANCE OF SUCH COVENANTS OR AGREEMENTS IS NOT AVAILABLE AS A REMEDY.



7. Pledge of Company Interests by HF Member. To secure the prompt payment in full in
cash, and the prompt and full performance, of the obligations of the HF Member under Section 4(c)
and Section 6 of this Amendment, the HF Member hereby pledges to the Skechers Member and grants to
the Skechers Member a security interest in and to all of the HF Member’s Company Interests whether
now existing or hereafter arising (the “Collateral”). The security interest and pledge
created hereby shall continue in effect so long as any obligation is owed to the Skechers Member
under Section 4(c) or Section 6 of this Amendment. The agreements in this paragraph are a
continuing and irrevocable agreement of the HF Member. The Skechers Member may (and is hereby
authorized to) file with any filing office such financing statements, amendments, addenda,
continuations, terminations, assignments and other records (whether or not executed by HF Member)
as the Skechers Member may deem necessary in its sole discretion to perfect and to maintain
perfected its security interests in the Collateral. Such documents may designate the Skechers
Member as the secured party and the HF Member as the debtor, identify the Skechers Member’s
security interest in the Collateral, and contain any other items required by law or deemed
necessary by the Skechers Member. Upon the occurrence of a breach by the HF Member of its
obligations under Section 4(c) or Section 6 of the Amendment (each a “HF Default”), at the
option of the Skechers Member, exercisable by giving written notice to the HF Member of its
election to exercise this option, all rights of the HF Member to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise with respect to the Company
Interests shall cease, and all such rights shall thereupon become vested in the Skechers Member who
shall have the sole right to exercise such voting and other consensual rights. Furthermore, upon
the occurrence of an HF Default, the Skechers Member may pursue any remedy available under the LLC
Agreement or at law (including under the provisions of the Uniform Commercial Code) or in equity to
collect, enforce or satisfy any of the obligations then owing under this Amendment, whether by
acceleration or otherwise, all of which remedies may be pursued by the Skechers Member separately,
successively or simultaneously, and at the sole option of and in the sole discretion of the
Skechers Member, including the following specific remedies: (a) in accordance with applicable law,
to foreclose the liens and security interests relating to the Collateral by any available judicial
procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral
or any part thereof, either at public or private sale or at any broker’s board or securities
exchange, in whole or in parts (without omitting the generality of the foregoing, the Collateral
may be sold in its entirety to one buyer or in parts to more than one buyer), for cash, on credit
or on future delivery, or otherwise, with or without representations or warranties, and upon such
terms as shall be acceptable to Skechers Member; and (b) whether or not any of the Collateral has
been effectively registered under the Securities Act of 1933, as amended, or other applicable laws,
the Skechers Member may, in its sole and absolute discretion, sell all or any part of the
Collateral at private sale in such manner and under such circumstances as the Skechers Member may
deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the
foregoing, the Skechers Member may (a) approach and negotiate with a limited number of potential
purchasers, and (b) restrict the prospective bidders or purchasers to Persons who will represent
and agree that they are purchasing the Collateral for their own account for investment and not with
a view to the distribution or resale thereof. In the event that any of the Collateral is sold at
private sale, the HF Member agrees that if the Collateral is sold for a price which the Skechers
Member in good faith believes to be reasonable, then (1) the sale shall be deemed to be
commercially reasonable in all respects, (2) the HF Member shall not be entitled to a credit
against the obligations owed in an amount in excess of the purchase price, and (3) the Skechers
Member shall not incur any liability or responsibility to the HF Member in connection therewith,
notwithstanding the possibility that a substantially higher price might have been realized at a
public sale. The HF Member recognizes that a ready market may not exist for Collateral which is
not regularly traded on a recognized securities exchange or in another recognized market, and that
a sale by the Skechers Member of any such Collateral for an amount substantially less than a pro
rata share of the fair market value of the issuer’s assets minus liabilities may be commercially
reasonable in view of the difficulties that may be encountered in attempting to sell Collateral
that is privately trade. The HF Member represents and covenants that it has and at all times shall
have good and marketable title to all Collateral in which the HF Member is purporting to grant a
security interest to the Skechers Member, it has not transferred, pledged or assigned any of its
interests in the Collateral since the original date of the LLC Agreement, and the Collateral shall
not at any time be transferred or assigned to any Person (other than the Skechers Member) or be
subject to any lien or encumbrance (other than in favor of the Skechers Member). The HF Member
represents that it has the right and power to pledge and grant to the Skechers Member a security
interest in the Collateral on the terms set forth in this Agreement.



8. Winding Up. Sections 13.2.1(b) and (c) of the LLC Agreement are hereby amended to
read as follows (and Sections 13.2.1(d) and (e) are hereby added as follows):




(b) second, to Skechers, until the Unrecovered Contributions of the Members
are equal;




(c) third, to the payment and discharge of all of the Company’s Debt to the
Members, first with respect to any such Debt which has priority under any other
provision of this Agreement, and thereafter pro rata in accordance with amounts
owed to each such Member; and




(d) fourth, to the Members pari passu, in proportion to their respective
Unrecovered Contributions; and




(e) finally, the balance, if any, shall be distributed to the Members in the
order and priority set forth in Section 5.2.



9. Indemnity. The HF Member hereby indemnifies the Skechers Member and any Indemnitee
related to the Skechers Member for any and all losses, claims, damages, liabilities, expenses
(including legal fees and expenses), judgments, fines, settlements, and other amounts incurred by
the Skechers Member or such Indemnitee arising from any and all claims, demands, actions,
investigations, audits, suits, proceedings, or civil, criminal, administrative or investigative
actions brought by any Person relating to the treatment of the transactions described in this
Amendment as a sale or recharaterization of the transactions described in this Amendment as a sale.



10. Authorization to Execute the Guaranty Agreement. The Members hereby expressly
approve and authorize the execution by the T2 Subsidiary of a Guaranty Agreement and an
Environmental Indemnity Agreement in connection with the 2015 Project Loan.



11. Waiver of “Right to Match". The Skechers Member hereby waives its right to become
the Permanent Lender in lieu of the Company entering into the 2015 Project Loan on the date of this
Agreement, as described in Section 6.2 of the LLC Agreement. The foregoing waiver applies only to
the 2015 Project Loan as the same exists on the date hereof and not to any amendment or refinancing
of the 2015 Project Loan or any other financing of the Project.



12. Miscellaneous.



(a) The LLC Agreement and any and all other agreements, documents or instruments now or
hereafter executed and delivered pursuant to the terms hereof, or pursuant to the terms of the LLC
Agreement as amended hereby, are hereby amended so that any reference therein to the LLC Agreement
shall mean a reference to the LLC Agreement as amended by this Amendment.



(b) Except as set forth in this Amendment, the LLC Agreement shall remain in full force and
effect, and the Members ratify and confirm their agreements and covenants contained therein.



(c) Any provision of this Amendment held by a court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of this Amendment, and this Amendment
shall be construed as if such invalid or unenforceable provision had never been contained herein,
and the Members shall amend this Amendment to the extent reasonably necessary to make such
provision valid and enforceable.



(d) The headings, captions, and arrangements used in this Amendment are for convenience only
and do not limit, amplify, or modify the terms of this Amendment.



(e) All terms of this Amendment shall be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective heirs, legal representatives, successors, and
assigns.



(f) Any capitalized terms used but not defined herein shall have the meanings assigned to such
terms in the LLC Agreement.



(g) The parties hereby agree to execute such further documents and instruments, and to take
such further actions as may be necessary or appropriate, in order to carry out this Amendment.



(h) This Amendment may be executed in multiple counterparts, each of which shall be deemed an
original, but all of which shall constitute one Amendment after each party has signed such a
counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile or electronic
mail shall be equally as effective as delivery of an original of this Amendment. Any party
delivering an executed counterpart of this Amendment by facsimile or electronic mail also shall
deliver an original counterpart of this Amendment, but the failure to deliver an original
counterpart shall not affect the validity, enforceability and binding effect of this Amendment.



(i) In the event of any conflict between the provisions of this Amendment and the LLC
Agreement, the provisions of this Amendment shall prevail and control.



(j) The Members acknowledge that this Amendment shall be governed by the laws of Delaware,
without reference to its principles of conflict of laws.



IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and
year first above written.



	 	 	 
	MEMBERS:
	 	COMPANY:

	HF LOGISTICS I, LLC,

a Delaware limited liability company

By: /s/ Iddo Benzeevi




Name: Iddo Benzeevi

Title: President and Chief

Executive Officer
	 	HF LOGISTICS-SKX, LLC,

a Delaware limited liability company

By: HF LOGISTICS I, LLC,

a Delaware limited liability company

By: /s/ Iddo Benzeevi

—

Name: Iddo Benzeevi

Title: President and Chief Executive

Officer

	SKECHERS R.B., LLC,

a Delaware limited liability company

By: Skechers U.S.A., Inc., a

Delaware corporation, its sole

member and manager

By: /s/ David Weinberg




Name: David Weinberg




Title: CFO and COO
	 	By: SKECHERS R.B., LLC,

a Delaware limited liability company

By: Skechers U.S.A., Inc., a Delaware corporation,

its sole member and manager

By: /s/ David Weinberg

—

Name: David Weinberg

—

Title: CFO and COO