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 amongSKECHERS 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”), andWELLS 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, andBANC 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 OFFORUMNONCONVENIENS 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.
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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.
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(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]
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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 amongSKECHERS 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, andBANC 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 inSection 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.
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.
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
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
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
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
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
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
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. |