SECOND AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT



 EXHIBIT 10 (a) 
  
 SECOND AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT 
  
 SECOND AMENDMENT, dated as of March 18, 2005 (this “Amendment”), to the Credit Agreement initially dated as of
March 25, 2003, amended and restated as of July 1, 2004 and amended as of September 30, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) among K2 Inc. and each of its Subsidiaries party hereto, each
of the lending institutions from time to time party hereto (such lending institutions, together with their respective successors and assigns, are referred to herein individually as a “Lender” and collectively as the “Lenders”),
JPMorgan Chase Bank, N.A., as a contractual representative for the Lenders (the “Administrative Agent”), Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as a contractual representative for the
Lenders (the “Collateral Agent”), and acting through its London branch as the “U.K. Security Trustee”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

  
 W I T N E S S
E T H : 
  
 WHEREAS, the Obligated Parties
have requested that the Lenders amend the Credit Agreement in the manner provided for herein; and 
  
 WHEREAS, the Administrative Agent and the Lenders are willing to amend the Credit Agreement in the manner and on the conditions provided for herein.

  
 NOW THEREFORE, in consideration of the premises and mutual
covenants hereinafter set forth, the parties agree as follows: 
  
 1. Amendment to Section 6.13 of the Credit Agreement: Section 6.13 of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (a) thereof and substituting “,” in lieu therefor and
striking the “.” ending clause (b) thereof and substituting in lieu therefor the following: 
  
 “and (c) the Parent may make restricted payments in the form of repurchases of its own Capital Stock in an aggregate amount not to exceed $50,000,000
less any amount used to prepay, purchase, or redeem the 2004 Senior Notes, the Convertible Subordinated Debentures, the 2003 Convertible Notes and its other Subordinated Indebtedness as provided in Section 6.34, provided that no Default exists or
would result therefrom and Unused Availability after giving effect to any such transactions exceeds $50,000,000.” 







 2. Amendment to Section 6.34 of the Credit Agreement: Section 6.34 of the Credit Agreement is
hereby amended by deleting the last sentence thereof in its entirety and substituting in lieu therefor the following: 
  
 “Notwithstanding the foregoing, the Parent may prepay, purchase, or redeem the 2004 Senior Notes, the Convertible Subordinated Debentures, the 2003
Convertible Notes and its other Subordinated Indebtedness for an aggregate amount not to exceed $50,000,000 less any amount used to repurchase Capital Stock as provided in Section 6.13, provided that no Default exists or would result therefrom and
Unused Availability after giving effect to any such transactions exceeds $50,000,000.” 
  
 3. Effectiveness. This Amendment shall become effective on the date the Administrative Agent has received counterparts of this Amendment executed by the Obligated Parties, the Administrative Agent and the
Lenders. 
  
 4. Payment of Fees and Expenses. The Borrowers
agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment and any other documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 
  
 5. Representations and Warranties. After giving effect to this Amendment, each Obligated Party hereby confirms, reaffirms and restates the
representations and warranties set forth in Section 5 of the Credit Agreement as if made on and as of the date hereof except for any representation or warranty made as of the earlier date, which representation or warranty shall have been true and
correct in all material respects as of such earlier date. 
  
 6.
Severability; Headings. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The section and subsection headings used in this Amendment are for
convenience of reference only and are not to affect the construction hereof or to be taken into consideration in the interpretation hereof. 
  
 7. Continuing Effect of Other Documents. This Amendment shall not constitute an amendment or waiver of any other provision of the Credit Agreement
not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Obligated Parties that would require a waiver or consent of the Lenders or the Administrative Agent. Except as
expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. 
  
 8. Governing Law; Counterparts. (a) This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York. 







 (b) This Amendment may be executed by one or more of the parties to this Agreement in any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrowers and the Administrative
Agent. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof. 
  
 [SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written. 
  

					
	 OBLIGATED PARTIES:

	
	 K2 INC.

		
	 By:
	 	 /s/ DUDLEY W. MENDENHALL

	 	 	 Dudley W. Mendenhall

	 	 	 Senior Vice President - Finance

	
	 BRASS EAGLE, LLC

	 EX OFFICIO LLC

	 K2 EYEWEAR, LLC

	 WGP, LLC

		
	 By:
	 	 K2 Inc., its sole Member

			
	 	 	 By:
	 	 /s/ DUDLEY W. MENDENHALL

	 	 	 	 	 Dudley W. Mendenhall

	 	 	 	 	 Senior Vice President - Finance

	
	 HILTON CORPORATE CASUALS, LLC

	 SHAKESPEARE COMPANY, LLC

	 SHAKESPEARE CONDUCTIVE FIBERS, LLC

	 WORTH, LLC

		
	 By:
	 	 K2 Inc., its Manager

			
	 	 	 By:
	 	 /s/ DUDLEY W. MENDENHALL

	 	 	 	 	 Dudley W. Mendenhall

	 	 	 	 	 Senior Vice President - Finance











			
	 BRASS EAGLE CHALLENGE PARK, INC.

	 BRASS EAGLE MISSISSIPPI LLC

	 EX OFFICIO INTERNET COMPANY, LLC

	 J. DEBEER & SON, INC.

	 JT PROTECTIVE GEAR LLC

	 JT USA LLC

	 K2 BIKE, INC.

	 K-2 CORPORATION

	 K2 CORPORATION OF CANADA

	 K-2 INTERNATIONAL, INC.

	 K2 LICENSING & PROMOTIONS, INC.

	 K2 MERCHANDISING, INC.

	 K2 SNOWSHOES, INC.

	 MARMOT MOUNTAIN, LLC

	 MORROW SNOWBOARDS, INC.

	 RAWLINGS CANADA INCORPORATED

	 RAWLINGS SPORTING GOODS COMPANY

	 RIDE, INC.

	 RIDE SNOWBOARD COMPANY

	 SHAKESPEARE COMPANY (UK) LIMITED

	 SHAKESPEARE INDUSTRIES, INC.

	 SHAKESPEARE INTERNATIONAL LIMITED

	 SHAKESPEARE MONOFILAMENT UK LIMITED

	 SITCA CORPORATION

	 SMCA, INC.

	 SPORTS RECREATION COMPANY LTD.

	 STEARNS INC.

	 WORTH ACCESSORIES, INC.

	 WORTH BAT COMPANY, INC.

		
	 By:
	 	 /s/ DIANA C. CRAWFORD

	 	 	 Diana C. Crawford

	 	 	 Secretary











							
	 SATV, LLC

	 SOSPENDERS LLC

	
	 By: Stearns Inc., as sole Member

			
	 	 	 By:
	 	 /s/ DIANA C. CRAWFORD

	 	 	 	 	 Diana C. Crawford

	 	 	 	 	 Secretary

	
	 SHAKESPEARE ALL STAR ACQUISITION LLC

		
	 By:
	 	 Shakespeare Company, LLC, as sole Member

			
	 	 	 By:
	 	 K2 Inc., its Manager

				
	 	 	 	 	 By:
	 	 /s/ DUDLEY W. MENDENHALL

	 	 	 	 	 	 	 Dudley W. Mendenhall

	 	 	 	 	 	 	 Senior Vice President - Finance

	
	 EARTH PRODUCTS, INC.

	 KATIN, INC.

		
	 By:
	 	 /s/ DIANA C. CRAWFORD

	 	 	 Diana C. Crawford

	 	 	 Secretary

	
	 MARKER USA, INC.

	 MIKEN SPORTS, LLC

	 VOLKL SPORTS AMERICA CORP.

		
	 By:
	 	 /s/ DUDLEY W. MENDENHALL

	 	 	 Dudley W. Mendenhall

	 	 	 Senior Vice President - Finance











					
	 ADMINISTRATIVE AGENT:

	 JPMORGAN CHASE BANK

		
	 By:
	 	 /s/ KEVIN D. PADGETT

	 Name:
	 	 Kevin D. Padgett

	 Title:
	 	 Vice President











					
	 K-2 SIGNATURE PAGE TO SECOND
 AMENDMENT DATED AS OF MARCH 18, 2005




					
		
	 Name of Institution:
	 	 Union Bank of California, N.A.




			
		
	 By:
	 	 /s/ NANCY A. PERKINS

	 	 	 Name: Nancy A. Perkins

	 	 	 Title: Vice President











					
	 K-2 SIGNATURE PAGE TO SECOND
 AMENDMENT DATED AS OF MARCH 18, 2005




					
		
	 Name of Institution:
	 	 General Electric Capital
 Corporation




			
		
	 By:
	 	 /s/ LAWRENCE E. RIDGEWAY

	 	 	 Name: Lawrence E. Ridgeway

	 	 	 Title: Duly Authorized Signatory











					
	 K-2 SIGNATURE PAGE TO SECOND
 AMENDMENT DATED AS OF MARCH 18, 2005




					
		
	 Name of Institution:
	 	 Wells Fargo Bank, N.A.




			
		
	 By:
	 	 /s/ JUTTA S. GRAHAM

	 	 	 Name:

	 	 	 Title:











					
	 K-2 SIGNATURE PAGE TO SECOND
 AMENDMENT DATED AS OF MARCH 18, 2005




					
		
	 Name of Institution:
	 	 La Salle Bank National
 Association




			
		
	 By:
	 	 /s/ NICHOLAS DEVILDER

	 	 	 Name: Nicholas Devilder

	 	 	 Title: AVP











					
	 K-2 SIGNATURE PAGE TO SECOND
 AMENDMENT DATED AS OF MARCH 18, 2005




					
		
	 Name of Institution:
	 	 SUNTRUST BANK




			
		
	 By:
	 	 /s/ MARK PICKERING

	 	 	 Name: Mark Pickering

	 	 	 Title: Vice President











					
	 K-2 SIGNATURE PAGE TO SECOND
 AMENDMENT DATED AS OF MARCH 18, 2005




					
		
	 Name of Institution:
	 	 THE CIT GROUP/BUSINESS
 CREDIT, INC.




			
		
	 By:
	 	 /s/ KIRK WOLVERTON

	 	 	 Name: Kirk Wolverton

	 	 	 Title: Vice President











					
	 K-2 SIGNATURE PAGE TO SECOND
 AMENDMENT DATED AS OF MARCH 18, 2005




					
		
	 Name of Institution:
	 	 WELLS FARGO FOOTHILL,
 LLC




			
		
	 By:
	 	 /s/ DENNIS KING

	 	 	 Name: Dennis King

	 	 	 Title: Vice President











					
	 K-2 SIGNATURE PAGE TO SECOND
 AMENDMENT DATED AS OF MARCH 18, 2005




					
		
	 Name of Institution:
	 	 BANK OF THE WEST




			
		
	 By:
	 	 /s/ ALYSSA PEARSON

	 	 	 Name: Alyssa Pearson

	 	 	 Title: Vice President