AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER

Exhibit 10.3

AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER

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

W I T N E S S E T H

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

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

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

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

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

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

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

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

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

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

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

2. Amendments to Credit Agreement.

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

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

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

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

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

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

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

- 2 -

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).”

- 3 -

(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),

- 4 -

“(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

- 5 -

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.

- 6 -

(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.

- 7 -

(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.

- 8 -

(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

- 9 -

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

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

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

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

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

- 10 -

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

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

11. Effect on Loan Documents.

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

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

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

(d) This Amendment is a Loan Document.

- 11 -

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

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

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

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

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

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

[signature pages follow]

- 12 -

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


SKECHERS U.S.A., INC., a Delaware corporation, as Parent and as a Borrower
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title:	Chief Operating Officer

SKECHERS U.S.A., INC. II, a Delaware corporation, as a Borrower
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title:	Chief Financial Officer

SKECHERS BY MAIL, INC., a Delaware corporation, as a Borrower
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title:	Chief Financial Officer

310 GLOBAL BRANDS, INC., a Delaware corporation, as a Borrower
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title:	Chief Executive Officer

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


▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as Agent and as a Lender
By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Vice President