Fourth Amend. to the Amended and Restated Credit Agreement dated July 25, 2005



 EXHIBIT 10(a) 
  
 FOURTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT 
  
 FOURTH AMENDMENT, dated as of July 25, 2005 (this “Amendment”), to the Credit Agreement initially dated as of
March 25, 2003 (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 6.14 of the Credit Agreement: Section 6.14 of
the Credit Agreement is hereby amended by adding the following subsection at the end thereof: 
  
 (m) unsecured notes in an aggregate principal amount of up to $100,000,000; provided that (i) the terms of such notes shall be subject to the approval of the Administrative Agent, such approval not to be
unreasonably delayed, withheld or conditioned, (ii) the net proceeds from the issuance thereof shall be applied to the extent thereof to repay any then outstanding Revolving Loans and (iii) such issuance shall occur within 365 days of July 25, 2005.

  
 2. 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 Required Lenders. 
  
 3. 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. 









 4. 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. 
  
 5. 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. 
  
 6. 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. 
  
 7. 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] 
  

 2 








 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 and Chief Financial Officer



  

					
	 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 and Chief Financial Officer



  

					
	 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 and Chief Financial Officer













			
	 BRASS EAGLE CHALLENGE PARK, INC.
 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 LICENSED PRODUCTS, 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 and Chief Financial Officer



  

			
	 EARTH PRODUCTS, INC.
 KATIN, INC.

		
	By:	 	/S/    DIANA C.
CRAWFORD        
	 	 	 Diana C. Crawford
 Corporate Secretary



  

			
	 MARKER USA, INC.
 MIKEN SPORTS, LLC
 VOLKL SPORT AMERICA CORP.

		
	By:	 	/S/    DUDLEY W.
MENDENHALL        
	 	 	 Dudley W. Mendenhall
 Senior Vice President – Finance













			
	 ADMINISTRATIVE AGENT:

	 JPMORGAN CHASE BANK, N.A.

		
	By:	 	/S/    KEVIN D.
PADGETT        
	 Name:
	 	Kevin D. Padgett
	 Title:
	 	Vice President












			
	 	 	 K-2 SIGNATURE PAGE TO FOURTH
 AMENDMENT DATED AS OF JULY 25, 2005


  

			
	Name of Institution: General Electric Capital Corporation
		
	By:	 	/S/    LAWRENCE E.
RIDGEWAY        
	 Name:
	 	Lawrence E. Ridgeway
	 	 	Duly Authorized Signatory












			
	 	 	 K-2 SIGNATURE PAGE TO FOURTH
 AMENDMENT DATED AS OF JULY 25, 2005


  

			
	Name of Institution: Bank of America N.A.
		
	By:	 	/S/    MATTHEW
KOENIG        
	 Name:
	 	Matthew Koenig
	 Title:
	 	Senior Vice President












			
	 	 	 K-2 SIGNATURE PAGE TO FOURTH
 AMENDMENT DATED AS OF JULY 25, 2005


  

			
	Name of Institution: Wells Fargo Bank N.A.
		
	By:	 	/S/    JUTTA S.
GRAHAM        
	 Name:
	 	Jutta S. Graham
	 Title:
	 	Vice President












			
	 	 	 K-2 SIGNATURE PAGE TO FOURTH
 AMENDMENT DATED AS OF JULY 25, 2005


  

			
	Name of Institution: Wells Fargo Foothill, LLC
		
	By:	 	/S/    DENNIS
KING        
	 Name:
	 	Dennis King
	 Title:
	 	Vice President












			
	 	 	 K-2 SIGNATURE PAGE TO FOURTH
 AMENDMENT DATED AS OF JULY 25, 2005


  

			
	Name of Institution: LaSalle Bank National Association
		
	By:	 	/S/    NICHOLAS
DEVILDER        
	 Name:
	 	Nicholas Devilder
	 Title:
	 	Assistant Vice President












			
	 	 	 K-2 SIGNATURE PAGE TO FOURTH
 AMENDMENT DATED AS OF JULY 25, 2005


  

			
	Name of Institution: PNC Bank National Association
		
	By:	 	/S/    GREGORY J.
HALL        
	 Name:
	 	Gregory J. Hall
	 Title:
	 	Vice President












			
	 	 	 K-2 SIGNATURE PAGE TO FOURTH
 AMENDMENT DATED AS OF JULY 25, 2005


  

			
	Name of Institution: GMAC Commercial Finance, LLC
		
	By:	 	/S/    MIKE
WILLIAMS        
	 Name:
	 	Mike Williams
	 Title:
	 	Vice President












			
	 	 	 K-2 SIGNATURE PAGE TO FOURTH
 AMENDMENT DATED AS OF JULY 25, 2005


  

			
	Name of Institution: Merrill Lynch Business Financial Services, Inc.
		
	By:	 	/S/    STEVE
RUBINSTEIN        
	 Name:
	 	Steve Rubinstein
	 Title:
	 	Assistant Vice President












			
	 	 	 K-2 SIGNATURE PAGE TO FOURTH
 AMENDMENT DATED AS OF JULY 25, 2005


  

			
	Name of Institution: Union Bank of California, N.A.
		
	By:	 	/S/    NANCY
PERKINS        
	 Name:
	 	Nancy Perkins
	 Title:
	 	Vice President












			
	 	 	 K-2 SIGNATURE PAGE TO FOURTH
 AMENDMENT DATED AS OF JULY 25, 2005


  

			
	Name of Institution: Bank of The West.
		
	By:	 	/S/    TERRY A. SWITZ,
JR.        
	 Name:
	 	Terry A. Switz, Jr.
	 Title:
	 	Assistant Vice President