RECEIVABLES PURCHASE AND SERVICING AGREEMENT Dated as of March 28, 2002, by and among K2 FINANCE COMPANY, LLC as Seller, REDWOOD RECEIVABLES CORPORATION, as Conduit Purchaser, K2 INC., as Master Servicer, K-2 CORPORATION, SHAKESPEARE COMPANY, LLC, and...Receivables Purchase and Servicing Agreement • April 1st, 2002 • K2 Inc • Sporting & athletic goods, nec • New York
THIS RECEIVABLES PURCHASE AND SERVICING AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, the "Agreement") is entered into as of March 28, 2002, by and among K2 FINANCE COMPANY, LLC, a Delaware limited liability company (the "Seller"), K2 INC., a Delaware corporation (the "Parent"), in its capacity as master servicer hereunder (in such capacity, the "Master Servicer"), K-2 CORPORATION, an Indiana corporation ("K-2 Corp.") in its capacity as a servicer hereunder, SHAKESPEARE COMPANY, LLC, a Delaware limited liability company ("Shakespeare") in its capacity as a servicer hereunder, STEARNS INC., a Minnesota corporation ("Stearns") in its capacity as a servicer hereunder, K2 Receivables Corporation, a Delaware corporation ("SPC"), REDWOOD RECEIVABLES CORPORATION, a Delaware corporation (the "Conduit Purchaser"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a Committed Purchaser (the "Committed Purchaser") and as administrati
PLEDGE AGREEMENTPledge Agreement • April 1st, 2002 • K2 Inc • Sporting & athletic goods, nec • California
THIS PLEDGE AGREEMENT (this "Agreement") dated as of March 28, 2002 is among K2 INC., a Delaware corporation (the "Company"), each subsidiary of the Company listed on the signature pages hereof, such other subsidiaries of the Company as from time to time become parties hereto (collectively, including the Company, the "Pledgors" and each individually a "Pledgor") and BANK OF AMERICA, N.A. ("Bank of America"), in its capacity as collateral agent (in such capacity, the "Collateral Agent") under the Intercreditor Agreement referred to below.
K2 INC. THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT DATED AS OF MARCH 27, 2002 Re: Note Purchase Agreement dated as of December 1, 1999 and $50,000,000 Senior Notes Due December 1, 2009Note Purchase Agreement • April 1st, 2002 • K2 Inc • Sporting & athletic goods, nec • New York
This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to separate Note Purchase Agreement, dated as of December 1, 1999 (as from time to time amended, supplemented or modified, including a Third Amendment to Note Purchase Agreement dated as of March 27, 2002, the "Note Purchase Agreement"), between the Company and the respective Noteholders named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreement.
MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • April 1st, 2002 • K2 Inc • Sporting & athletic goods, nec • California
THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (this "Agreement") dated as of March 28, 2002 is given by K2 INC., a Delaware corporation (the "Company"), and each subsidiary of the Company which from time to time becomes a party hereto (collectively, together with the Company, the "Pledgors" and each individually a "Pledgor") in favor of BANK OF AMERICA, N.A. ("Bank of America"), in its capacity as collateral agent (in such capacity, the "Collateral Agent") under the Intercreditor Agreement referred to below, and the other Benefited Parties (as defined in such Intercreditor Agreement).
RECEIVABLES SALE AND CONTRIBUTION AGREEMENT Dated as of March 28, 2002 by and between K2 INC. AS PARENT GUARANTOR, THE ENTITIES PARTY HERETO AS ORIGINATORS and K2 FINANCE COMPANY, LLC AS BUYERReceivables Sale and Contribution Agreement • April 1st, 2002 • K2 Inc • Sporting & athletic goods, nec • New York
THIS RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement") is entered into as of March 28, 2002, by and among K2 FINANCE COMPANY, LLC, a Delaware limited liability company (the "Buyer"), K2 INC., a Delaware corporation, in its capacity as "Parent Guarantor" ("Parent Guarantor"), and each of the subsidiaries of Parent Guarantor, listed on the signature pages hereto as an "Originator" (each an "Originator").
ANNEX X To SALE AND CONTRIBUTION AGREEMENT, and RECEIVABLES PURCHASE AND SERVICING AGREEMENT each dated as of March 28, 2002 Definitions and InterpretationSale and Contribution Agreement • April 1st, 2002 • K2 Inc • Sporting & athletic goods, nec
K2 Inc. FOURTH AMENDMENT TO NOTE AGREEMENTS Dated as of March 27, 2002 Re: Note Agreement dated as of October 15, 1992 and $40,000,000 Senior Notes Due November 30, 2004Note Agreements • April 1st, 2002 • K2 Inc • Sporting & athletic goods, nec • New York
This Fourth Amendment to Note Agreements (this "Agreement") is entered into as of March 27, 2002 by and among K2 Inc., a Delaware corporation (the "Company"), and the purchasers named in Schedule I attached hereto (the "Noteholders," or as alternatively referred to herein, the "Original Noteholders").
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2002 • K2 Inc • Sporting & athletic goods, nec • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 28, 2002 (this "Amendment") is among K2 INC. (the "Borrower"), the other signatories hereto and BANK OF AMERICA, N.A., as Administrative Agent, Issuing Lender and Swing Line Lender (the "Administrative Agent"), and amends the Credit Agreement dated as of December 21, 1999 (the "Credit Agreement").
SECURITY AGREEMENTSecurity Agreement • April 1st, 2002 • K2 Inc • Sporting & athletic goods, nec • California
THIS SECURITY AGREEMENT (this "Agreement") dated as of March 28, 2002 is among K2 INC., a Delaware corporation (the "Company"), each subsidiary of the Company listed on the signature pages hereof, such other subsidiaries of the Company as from time to time become parties hereto (together with the Company, each individually a "Debtor" and collectively the "Debtors") and BANK OF AMERICA, N.A. ("Bank of America"), in its capacity as collateral agent (in such capacity, the "Collateral Agent") under the Intercreditor Agreement referred to below.
