Guaranty and Security Confirmation dtd July 1, 2004



 EXHIBIT 10c 
  

K2 INC. 
  
 GUARANTY AND SECURITY AGREEMENTS CONFIRMATION 
  
 CONFIRMATION, dated as of July 1, 2004 (this “Confirmation”), with respect to the Guaranty Agreements (as defined in the Amended and
Restated Credit Agreement (defined below)) and the Security Agreements (as defined in the Amended and Credit Agreement (defined below); the Guaranty Agreements and the Security Agreements, collectively, the “Credit Support
Documents”). 
  
 WHEREAS, K2 Inc. and certain of its
subsidiaries party thereto, the Lenders, certain other parties and Bank One, NA, as agent, are parties to the Credit Agreement, dated as of March 25, 2003, as amended by the First Amendment dated as of May 27, 2003, the Second Amendment dated as of
June 30, 2003, the Consent and Third Amendment dated as of September 12, 2003, the Consent and Fourth Amendment dated as of October 16, 2003, the Fifth Amendment dated as of December 8, 2003, the Sixth Amendment dated as of January 22, 2004, the
Seventh Amendment dated as of March 5, 2004, the Eight Amendment dated as of May 6, 2004, and the Ninth Amendment dated as of June 30, 2004 (the “Existing Credit Agreement”); 
  
 WHEREAS, concurrently with the execution of this Confirmation, the Existing
Credit Agreement will be amended and restated as of the date hereof (the Existing Credit Agreement, as so amended and restated, the “Amended and Restated Credit Agreement”; unless otherwise defined herein, capitalized terms defined
therein and used herein being so used as so defined); 
  
 WHEREAS,
each party to a Guaranty Agreement has guaranteed, and has agreed to reaffirm its guarantee of, the obligations guaranteed therein; 
  
 WHEREAS, each party to a Security Agreement has granted to the Agent, for the ratable benefit of the Lenders, a first priority security interest in the
collateral referred to therein, as collateral security for the Obligations; and 
  
 WHEREAS, each party hereto (each, a “Confirming Party”) wishes to confirm that all of its liabilities and obligations, and Liens and security interests created, as applicable, under the Credit Support
Documents to which it is a party will remain in full force and effect after giving effect to the amendment and restatement of the Existing Credit Agreement pursuant to the Amended and Restated Credit Agreement. 
  
 NOW, THEREFORE, in consideration of the premises and to induce the Agents and
the Lenders to enter into the Amended and Restated Credit Agreement and to induce the Lenders to make or maintain their extensions of credit thereunder, each Confirming Party hereby agrees with the Administrative Agent, for the ratable benefit of
the Lenders, as follows: 
  

	 	1.	 	Each Confirming Party hereby consents to the execution and delivery of, and the amendment and restatement of the Existing Credit Agreement pursuant to, the Amended and Restated
Credit Agreement. Each Confirming Party hereby agrees that each reference to the “Credit Agreement” in the Credit Support Documents shall be deemed to be a reference to the Amended and Restated Credit Agreement and that each reference to
the “Agent” shall be deemed to be a reference to the Collateral Agent and/or the Administrative Agent, as applicable. 

  

	 	2.	 	Each Confirming Party hereby agrees that: 

  

	 	a.	 	all of its obligations and liabilities under the Credit Support Documents to which it is a party remain in full force and effect on a continuous basis after giving effect to the
amendment and restatement of the Existing Credit Agreement pursuant to the Amended and Restated Credit Agreement; and 









	 	b.	 	all of the Liens and security interests created and arising under the Security Agreements remain in full force and effect on a continuous basis, unimpaired, uninterrupted and
undischarged, and having the same perfected status and priority as existed prior to the effectiveness of the Amended and Restated Credit Agreement, after giving effect to the amendment and restatement of the Existing Credit Agreement pursuant to the
Amended and Restated Credit Agreement, as collateral security for the Obligations. 

  

	 	3.	 	Each Confirming Party hereby agrees, with respect to the Pledge and Security Agreement, dated as of March 25, 2003 between the Parent and the Agent, as amended, that upon the
effectiveness of this Confirmation, Section 7.2 of such Pledge and Security Agreement shall be amended and restated in its entirety to read as follows: 

  

	 	 	 	“Section 7.2. Control. All collections of the Debtor or any other Person received in any lockbox or Collection Account or directly by the Debtor, the Agents, or any
other Person on behalf of the Debtor or the Agents and all funds in any Collection Account or other account to which such collections are deposited, shall at all times be subject to the Liens of the Agents. Except during a Dominion Period, the
Debtor may direct, and shall have sole control over, the manner of disposition of its funds in any lockbox or Collection Account. During a Dominion Period, the funds in any lockbox or Collection Account shall be subject to the Administrative
Agent’s sole control, and withdrawals by the Debtor shall not be permitted except with the consent of the Administrative Agent.” 

  

	 	4.	 	Each Confirming Party hereby agrees, with respect to the Pledge and Security Agreement, dated as of March 25, 2003 between the Parent and the Agent, as amended, that upon the
effectiveness of this Confirmation, Section 7.3 of such Pledge and Security Agreement shall be amended and restated in its entirety to read as follows: 

  

	 	 	 	“Section 7.3 Collection of Receivables. During a Dominion Period, upon notice of the Administrative Agent, (a) the Debtor shall, and, during the existence of any
Default, shall permit the Administrative Agent to, promptly notify the Account Debtors or obligors under the Debtor’s Receivables of the Administrative Agent’s interest therein and direct such Account Debtors or obligors to make payment of
all amounts then or thereafter due under the Receivables directly to the Administrative Agent and the Administrative Agent may charge the reasonable collection costs and expenses against the proceeds received pursuant to the terms of the Credit
Agreement, (b) the Debtor shall execute and deliver to the Administrative Agent such documents as the Administrative Agent shall require to grant the Administrative Agent access to any post office box in which collections of Receivables and other
Collateral are received, and (c) the Debtor shall thereafter hold in trust for the Administrative Agent all amounts and proceeds received by the Debtor with respect to any Collateral and promptly after receipt deliver to the Administrative Agent all
such amounts and proceeds in the same form as so received, whether by cash, check, draft, or otherwise, with any necessary endorsements.” 

  

	 	5.	 	Each Confirming Party hereby agrees, with respect to the Pledge and Security Agreement, dated as of March 25, 2003 between each of the U.S. Obligated Parties (other than the Parent)
and the Agent, as amended, that upon the effectiveness of this Confirmation, Section 7.3 of such Pledge and Security Agreement shall be amended and restated in its entirety to read as follows: 

  

	 	 	 	“Section 7.2. Control. All collections of each Debtor or any other Person received in any lockbox or Collection Account or directly by a Debtor, the Agents, or any other
Person on behalf of a Debtor or the Agents and all funds in any Collection Account or other account to which such collections are deposited, shall at all times be subject to the Liens of the Agents. Except during a Dominion Period, a Debtor may
direct, and shall have sole control over, the manner of disposition of its funds in any lockbox or Collection Account. During a Dominion Period, the funds in any lockbox or Collection Account shall be subject to the Administrative Agent’s sole
control, and withdrawals by a Debtor shall not be permitted except with the consent of the Administrative Agent.” 

  

	 	6.	 	 Each Confirming Party hereby agrees, with respect to the Pledge and Security Agreement, dated as of March 25, 2003 between each of the U.S. Obligated Parties (other
than the Parent) and the Agent, as 











	 	 
amended, that upon the effectiveness of this Confirmation, Section 7.3 of such Pledge and Security Agreement shall be amended and restated in its entirety to
read as follows: 


  

	 	 	 	“Except during a Dominion Period, daily, the Debtors may direct, and shall have sole control over, the manner of disposition of their funds in any Collection Account. During a
Dominion Period, upon notice of the Administrative Agent, (a) the Debtors shall, and, during the existence of any Default, shall permit the Administrative Agent to, promptly notify the Account Debtors or obligors under the Debtor’s Receivables
of the Administrative Agent’s interest therein and direct such Account Debtors or obligors to make payment of all amounts then or thereafter due under the Receivables directly to the Administrative Agent and the Administrative Agent may charge
the reasonable collection costs and expenses against the proceeds received pursuant to the terms of the Credit Agreement, (b) the Debtors shall execute and deliver to the Administrative Agent such documents as the Administrative Agent shall require
to grant the Administrative Agent access to any post office box in which collections of Receivables and other Collateral are received, and (c) the Debtors shall thereafter hold in trust for the Administrative Agent all amounts and proceeds received
by the Debtors with respect to any Collateral and promptly after receipt deliver to the Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft, or otherwise, with any necessary
endorsements.” 

  

	 	7.	 	Each Confirming Party hereby represents and warrants that each of the representations and warranties contained the Credit Support Documents, is true and correct in all material
respects on and as the date hereof (after giving effect to this Confirmation and each of the addenda to the schedules attached to the joinder documents delivered from time to time since March 25, 2003) as if made on and as of such date; provided
that references in the representations and warranties contained in the Credit Support Documents to the “the date hereof” shall be deemed to refer to the date of this Confirmation. 

  

	 	8.	 	Each Confirming Party agrees that it shall take any action reasonably requested by the Administrative Agent or the Collateral Agent in order to confirm or effect the intent of this
Confirmation. 

  

	 	9.	 	This Confirmation shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 

  

	 	10.	 	This Confirmation may be executed by one or more of the parties hereto on any number of separate counterparts (including by telecopy), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. 

  
 [Balance of Page Intentionally Blank] 







 IN WITNESS WHEREOF, the undersigned have caused this CONFIRMATION to be executed and delivered by their
respective duly authorized officer as of the day and year first above written. 
  

			
	K2 INC.
		
	 By:
	 	 /s/    JOHN J.
RANGEL        


	 	 	John J. Rangel
	 	 	Senior Vice President-Finance
	
	 BRASS EAGLE, LLC

	 EX OFFICIO LLC

	 K2 EYEWEAR, LLC

	 WGP, LLC

		
	 By:
	 	K2 Inc., its sole Member
		
	 By:
	 	 /s/    JOHN J.
RANGEL        


	 	 	John J. Rangel
	 	 	Senior Vice President and Chief Financial Officer
	
	 HILTON CORPORATE CASUALS, LLC

	 SHAKESPEARE COMPANY, LLC

	 SHAKESPEARE CONDUCTIVE FIBERS, LLC

	 WORTH, LLC

		
	 By:
	 	K2 Inc., its Manager
		
	 By:
	 	 /s/    JOHN J.
RANGEL        


	 	 	John J. Rangel
	 	 	Senior Vice President and Chief Financial Officer
	
	 EARTH PRODUCTS, INC.

	 J. DEBEER & SON, INC.

	 K2 BIKE, INC.

	 K-2 CORPORATION

	 K-2 INTERNATIONAL, INC.

	 K2 LICENSING & PROMOTIONS, INC.

	 K2 MERCHANDISING, INC.

	 K2 SNOWSHOES, INC.

	 KATIN, INC.

	 MORROW SNOWBOARDS, INC.

	 RAWLINGS SPORTING GOODS COMPANY

	 RIDE, INC.

	 RIDE SNOWBOARD COMPANY

	 SHAKESPEARE INDUSTRIES, INC.

	 SITCA CORPORATION

	 SMCA, INC.

	 STEARNS INC.

	 WORTH ACCESSORIES, INC.

	 WORTH BAT COMPANY, INC.











			
	 By:
	 	 /s/    JOHN J. RANGEL


	 	 	John J. Rangel
	 	 	Senior Vice President
	 BRASS EAGLE CHALLENGE PARK, INC.

		
	 By
	 	 /s/    DIANA
CRAWFORD        


	 	 	Diana C. Crawford
	 	 	Secretary
	
	 BRASS EAGLE MISSISSIPPI LLC

		
	 By:
	 	 /s/    JOHN J.
RANGEL        


	 	 	John J. Rangel, as a Manager
	
	 JT PROTECTIVE GEAR LLC

		
	 By:
	 	 /s/    JOHN J.
RANGEL        


	 	 	John J. Rangel, as a Manager
	
	 JT USA LLC

		
	 By:
	 	 /s/    JOHN J.
RANGEL        


	 	 	John J. Rangel, as a Manager
	
	 SATV, LLC

		
	 By:
	 	Stearns Inc., as sole Member
		
	 By:
	 	 /s/    JOHN J.
RANGEL        


	 	 	John J. Rangel
	 	 	Senior Vice President
	
	 SHAKESPEARE ALL STAR ACQUISITION LLC

		
	 By:
	 	Shakespeare Company, LLC, as sole Member
		
	 By:
	 	K2 Inc., its Manager
		
	 By:
	 	 /s/    JOHN J.
RANGEL        


	 	 	John J. Rangel
	 	 	Senior Vice President and Chief Financial Officer
	
	 K2 CORPORATION OF CANADA

	 RAWLINGS CANADA INCORPORATED

		
	 By:
	 	 /s/    JOHN J. RANGEL


	 	 	John J. Rangel
	 	 	Senior Vice President










			
	 SHAKESPEARE COMPANY (UK) LIMITED

	 SHAKESPEARE INTERNATIONAL LIMITED

	 SHAKESPEARE MONOFILAMENT UK LIMITED

		
	 By:
	 	 /s/    JOHN J.
RANGEL        


	 	 	John J. Rangel
	 	 	Director
		
	 By:
	 	 /s/    DIANA
CRAWFORD        


	 	 	Diana Crawford
	 	 	Secretary
	 Accepted and acknowledged as of
 the date first above written:
 JPMORGAN CHASE BANK, as Administrative
 Agent

		
	 By:
	 	 /s/    KEVIN D.
PADGETT        


	Name:	 	Kevin D. Padgett
	Title:	 	Vice President
	
	 BANK ONE, NA, as Collateral Agent

		
	 By:
	 	 /s/    JAMES
GURGONE        


	Name:	 	James Gurgone
	Title:	 	Director