Third Amendment to Amended and Restated Limited Liability Company Agreement dated December 26, 2019 by and between Skechers R.B., LLC, a Delaware limited liability company and wholly owned subsidiary of the Registrant, and HF Logistics I, LLC, regarding the ownership and management of the joint venture, HF Logistics-SKX, LLC, a Delaware limited liability company

“HF”

“SKECHERS”

HF LOGISTICS I, LLC, a Delaware limited liability company

SKECHERS R.B., LLC, a Delaware limited liability company

By:

/s/ Iddo Benzeevi

By:

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

Iddo Benzeevi, President and Chief

corporation, its sole member

Executive Officer

By:

/s/ David Weinberg

David Weinberg, Chief Operating Officer

GENERAL TERMS:

Property:

The "Property," is a 1,820,457 square foot, warehouse property located in Moreno Valley, CA and 100% occupied by Skechers USA.

Borrower:

HF Logistics - SKX Tl, LLC

Sponsor:

The Trump Group

Sole Bookrunner and Sole Lead

BofA Securities, Inc. or its affiliate ("BofA Securities") will act as Sole

Arranger:

Bookrunner and Sole Lead Arranger (collectively, the "Arranger"). BofA Securities may, without notice to Borrower, assign its rights and obligations as Arranger to any other registered broker-dealer wholly-  owned by Bank of America Corporation  to  which  all or substantially  all of Bank of America Corporation's or any of its subsidiaries' investment banking, commercial lending services or related businesses may be transferred following the date hereof.

Administrative Agent:

Bank of America will act as Administrative Agent ("Administrative Agent") on behalf of the Lenders.

Lenders:

A syndicate of financial institutions (including Bank of America, collectively, the "Lenders") arranged by the Arranger.

Facility:

A senior, secured term loan facility (the "Facility") in an aggregate amount (the "Facility Amount") equal to the least of

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•     $129,600,000;

•     such amount as provides a Debt Service Coverage Ratio (the "DSCR") of 1.20 to 1.0; and

•     LTV requirement has been satisfied by the appraisal received and accepted by Administrative Agent.

Interest Rate:

LIBOR Daily Floating Rate plus 175 bps per annum.

LIBOR Successor Rate:

If Administrative Agent determines , or Borrower or Required Lenders notify Administrative Agent that: (a) adequate and reasonable means do not exist for ascertaining LJBOR and such circumstances are unlikely to be temporary, or (b) the administrator of LIBOR or a governmental authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to Administrative Agent, that will continue to provide LIBOR after such specific date, or (c) syndicated loans are being executed or amended to incorporate or adopt a new benchmark interest rate to replace LIBOR, then Administrative Agent and Borrower may enter into an amendment to replace LIBOR (a "LIBOR Amendment") with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate, giving due consideration to any evolving or then existing convention, and, in each case, including any mathematical or other adjustments (each an "Adjustment;" and any such proposed rate, a

"LIBOR Successor Rate") to such benchmark giving due consideration to any evolving or then existing convention. Any such LIBOR Amendment or Adjustment shall become effective unless Required Lenders object to same within five (5) Business Days (provided that Required Lenders will not be entitled to object to any SOFR-Based Rate contained in a LIBOR Amendment). In no event shall the LIBOR Successor Rate be less than zero.

"Relevant Governmental Body" means the Federal  Reserve  Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of  recommending  a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.

"SOFR" with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York's website (or any successor  source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.

Interest Payments:

Interest will be paid on the first day of each month, in arrears.

Upfront Fee:

0.50% of the Facility Amount, payable at closing.

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Maturity Date:

60 months from the closing date of the Facility (the "Maturity Date").

Guaranties and Indemnities:

HF Logistics - SKX T2 LLC ("Guarantor") will provide:

•      a guaranty with respect to non-recourse carveouts, including, without limitation, fraud, misapplication and full springing recourse upon certain events, including, without limitation voluntary or collusive involuntary bankruptcy.

•      jointly and severally with Borrower, an environmental indemnity.

Amortization:

None.

Collateral:

Collateral for the Facility will include, without limitation, a first priority

(a) mortgage/deed of trust lien on Borrower's fee leasehold]interest in the Property; (b) assignment of all leases, rents, income, licenses, permits and contracts relating to the Property; (c) lien on all personal property relating to the Property; (d) assignment of all interest rate hedge agreements.

Interest Rate Protection:

Borrower will obtain interest rate protection in form and with parties acceptable to Administrative Agent for a notional amount and otherwise on terms to be agreed to in the Facility documentation. Borrower and any person or entity that at any time provides a guaranty of Borrower's obligations in respect of such interest rate protection (including but not limited to any general partner of any thereof) will be required to be an "eligible contract participant" as such term is defined in the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

Optional Prepayment:

Borrower may prepay the Facility in whole or in part at any time without premium or penalty. Amounts prepaid cannot be reborrowed.

Facility Covenants:

DSCR: Failure to maintain a Debt Service Coverage Ratio of at least 1.15 to 1.0 for any fiscal year will constitute an Event of Default under the Facility. Debt Service will be defined in the Facility documentation and generally will refer to the aggregate amount of principal and interest payments required to amortize the Facility Amount based on a 30/-year repayment schedule and an interest rate equal to the greater of (i) 6% and (ii) the 10-year U.S. Treasury rate plus 2.5% per annum.

Guarantor Covenant:

Guarantor must maintain tangible net worth of no less than $6,000,000, to be tested at closing and as of each December 31^st• Guarantor will submit a compliance certificate that demonstrates compliance with the foregoing net worth requirement.

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Syndication:

Bank of America will seek final, formal approval to commit up to

$64,800,000 of the Facility with the remaining amount subject to syndication. Bank of America, Administrative Agent and the Arranger intend to close the Facility and the syndication simultaneously.

Closing Conditions:

The closing of the Facility will be conditioned upon satisfaction (or valid waiver) of the conditions precedent usual and customary for transactions of this type, including, without limitation, the conditions set forth in Schedule 1 attached hereto.

Assignment & Participations:

Bank of America reserves the right to syndicate the Facility, subject to customary, market-standard approval rights. No Lender will be permitted to make assignments in respect of the Facility, except to certain specified categories of entities pursuant to customary, market-standard provisions. Specific provisions regarding assignment and participation will be included in the Facility documentation.

Indemnification and Expenses:

Borrower will pay all costs incurred in connection with the proposed Facility, including but not limited to reasonable legal fees  of Administrative Agent's counsel, title/insurance fees, mortgage recording fees, Administrative Agent's reasonable appraisal, engineering and insurance review fees, and costs associated with the syndication of the Facility. Borrower and the undersigned acknowledge that Administrative Agent may receive a benefit, including, without limitation, a discount, credit or other accommodation, from such counsel based on the fees such counsel may receive on account of their relationship with Administrative Agent including, without limitation, fees paid in connection with the Facility. Payment by Borrower of these expenses will not be contingent upon closing of the Facility.

Borrower will indemnify and hold harmless Administrative Agent, the Arranger, each Lender and their respective affiliates and their partners, directors, officers, employees, agents and advisors from and against all losses, claims, damages, liabilities and expenses arising out of or relating to the Facility, any other aspect of the contemplated transactions, Borrower's use of Facility proceeds or the commitments, including, but not limited to, reasonable attorneys' fees (including the allocated cost of internal counsel) and settlement costs and any claim for loan brokerage fees or similar payments.

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extension of Skechers lease by a minimum of five years from the current expiration date;

receipt of all due diligence materials necessary and relevant to identifying Borrower's identity and background information, as deemed necessary by Administrative Agent, Arranger and Lenders, including but not limited to, documentation and other information requested in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the PATRIOT Act and the Beneficial Owner Regulation;

any Borrower that qualifies as a "legal entity customer" under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower to each Lender;

completion of all due diligence, including reputational due diligence, with respect to Borrower, Guarantors and their respective subsidiaries and the Property in scope and determination satisfactory to Administrative Agent, the Arranger and the Lenders;

receipt of an appraisal for the Property;

receipt of a Phase I Environmental Site Assessment for the Property;

receipt of standard flood hazard determination forms for the Property;

review and acceptance by Administrative Agent (and any third party consultant, if any, selected by Administrative Agent) of all insurance policies for Borrower and the Property, including, but not limited to, such evidence of flood insurance coverage (including contents coverage, as applicable) as Administrative Agent and Lenders shall require;

receipt of a title insurance policy insuring Lenders' first mortgage position on the Property, together with such co-insurance and/or reinsurance as Administrative Agent may require, together with UCC, litigation and other searches against Borrower, Guarantor and such other parties as Administrative Agent shall require;

receipt of the required interest rate protection agreement and an acknowledgment by the counterparty thereunder of the assignment thereof to Administrative Agent;

receipt of satisfactory legal opinions, financial statements, certificates, documents and other instruments as are customary or otherwise appropriate for transactions of this type; and

receipt of such other documents, instruments, agreements or information as reasonably requested by Administrative Agent.