K Swiss Inc Sample Contracts

Agreement ---------
Employment Agreement • July 20th, 2000 • K Swiss Inc • Footwear, (no rubber) • Delaware
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Letter of Credit Number Amount ----------------------- ------
Business Loan Agreement • July 20th, 2001 • K Swiss Inc • Footwear, (no rubber) • California
Agreement ---------
Credit Agreement • October 24th, 1996 • K Swiss Inc • Footwear, (no rubber)
Agreement ---------
Credit Agreement • October 22nd, 1998 • K Swiss Inc • Footwear, (no rubber)
GUARANTY AND SECURITY AGREEMENT
Guaranty and Security Agreement • April 30th, 2012 • K Swiss Inc • Footwear, (no rubber) • California

This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of April 25, 2012, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

Agreement ---------
Credit Agreement • October 23rd, 1997 • K Swiss Inc • Footwear, (no rubber)
Agreement ---------
Credit Agreement • February 8th, 1999 • K Swiss Inc • Footwear, (no rubber)
AGREEMENT AND PLAN OF MERGER among E-LAND WORLD LIMITED, IAN ACQUISITION SUB, INC. and K-SWISS INC. Dated as of January 16, 2013
Merger Agreement • January 17th, 2013 • K Swiss Inc • Footwear, (no rubber) • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 16, 2013, by and among E-Land World Limited, a corporation organized under the laws of the Republic of Korea (“Parent”), Ian Acquisition Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and K-Swiss Inc., a Delaware corporation (the “Company”).

SHARE PURCHASE AND SHAREHOLDERS’ RIGHTS AGREEMENT dated as of May 16, 2008 as amended on June 2, 2009 and on May 1, 2010 by and among CHRISTOPHE MORTEMOUSQUE (on behalf of himself and ARFI) PALLADIUM and K•SWISS INC.
Share Purchase and Shareholders’ Rights Agreement • May 6th, 2010 • K Swiss Inc • Footwear, (no rubber)

SHARE PURCHASE AND SHAREHOLDERS’ RIGHTS AGREEMENT, dated as of May 16, 2008 (as amended by an Amendment No. 1 to Share Purchase Agreement and Shareholders’ Rights Agreement entered into on June 2, 2009, and by an Amendment No. 2 to Share Purchase Agreement and Shareholders’ Rights Agreement entered into on May 1, 2010, this “Agreement”), by and among Christophe Mortemousque, acting as founder, and in the name and on behalf of, ARFI, a simplified joint stock company (société par actions simplifieé) of France, with a registered office situated at 220, route de Grenoble, 69800 Saint-Priest, whose registration with the registre du commerce et des sociétés of Lyon is underway (the “Company”), Christophe Mortemousque, on behalf of himself, born on March 11, 1970, residing at 54, route de Collonges, 69450 Saint-Cyr au Mont d’Or, married to Mrs. Christelle Dubosc, under the régime de la separation de biens, under a notarized agreement entered into on August 16, 1996 made in Blaye, before Maîtr

AMENDMENT NO. 1 TO K•SWISS INC. EMPLOYEE STOCK OPTION AGREEMENT PURSUANT TO THE
Employee Stock Option Agreement • February 13th, 2003 • K Swiss Inc • Footwear, (no rubber) • California

This AMENDMENT NO. 1 (this “Amendment”) TO K•SWISS INC. EMPLOYEE STOCK OPTION AGREEMENT dated (the “Original Option Agreement”), is entered into as of October , 2002 between K•Swiss Inc., a Delaware corporation (the “Company”), and the undersigned (the “Option Holder”).

EMPLOYMENT AGREEMENT Parties
Employment Agreement • December 23rd, 2010 • K Swiss Inc • Footwear, (no rubber)

The parties to this Agreement, made as of the 22nd day of December 2010, are K-Swiss Inc., a Delaware corporation (the “Company” or “K-Swiss”), and Steven B. Nichols (the “Executive”).

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • April 21st, 2011 • K Swiss Inc • Footwear, (no rubber) • California

THIS FIRST AMENDMENT TO LOAN AGREEMENT dated as of April 18, 2011 (the “Agreement”) is entered into among K•Swiss Inc., a Delaware corporation (the “Borrower”), K-Swiss Sales Corp., a Delaware corporation (the “Guarantor”) and Bank of America, N.A. (the “Bank”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement (as defined below).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • May 22nd, 2008 • K Swiss Inc • Footwear, (no rubber) • Delaware

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made as of this day of March, 2008, by and between Palladium, a simplified joint stock company of France (the “Assignor”), and K-Swiss Inc., a Delaware corporation (the “Assignee”). Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Intellectual Property Agreement (defined below).

CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO CAPITAL FINANCE, LLC, as Sole Lead Arranger and Sole Lead Bookrunner, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, K•SWISS INC., K-SWISS...
Credit Agreement • April 30th, 2012 • K Swiss Inc • Footwear, (no rubber) • California

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of April 25, 2012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), K•SWISS INC., a Delaware corporation (“Parent”), K-SWISS SALES CORP., a Delaware corporation (“KS Sales”), K-SWISS DIRECT INC., a California corporation (“KS Direct” and, together with Parent, KS Sales and any other person that may from time to time become a party hereto as a borrower, each individually a “Borrower” and collectively, “Borrowers”, as hereinafter further defined), K-SWISS PACIFIC INC., a Massachusetts corporation (“KS Pacific”), ROYAL ELASTICS INC., a California corporati

LOAN AGREEMENT
Loan Agreement • July 28th, 2005 • K Swiss Inc • Footwear, (no rubber) • California
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 2nd, 2013 • K Swiss Inc • Footwear, (no rubber) • California

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 30, 2013 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association, a national banking association, as agent for the Lenders (as hereinafter defined) pursuant to the Credit Agreement as defined below (in such capacity, together with its successors and assigns, and any replacement, in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), K∙Swiss Inc., a Delaware corporation (“Parent”), K-Swiss Sales Corp., a Delaware corporation (“KS Sales”), K-Swiss Direct Inc., a California corporation (“KS Direct” and, together with Parent and KS Sales, each individually a “Borrower” and collectively, “Borrowers”), K-Swiss Pacific Inc., a Massachusetts corporation (“KS Pacific”), Royal Elastics Inc., a California corporation (“RE Inc.”), Royal Elastics, LLC, a Delaware limited liability company (“RE LLC”), and K-Swiss NS Inc., a Delaware corporat

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 25th, 2012 • K Swiss Inc • Footwear, (no rubber) • California

THIS SECOND AMENDMENT TO LOAN AGREEMENT dated as of January 24, 2012 (the “Agreement”) is entered into among K•Swiss Inc., a Delaware corporation (the “Borrower”), K-Swiss Sales Corp., a Delaware corporation (the “Guarantor”) and Bank of America, N.A. (the “Bank”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement (as defined below).

AMENDMENT NO. 3 TO LOAN AGREEMENT
Loan Agreement • February 22nd, 2005 • K Swiss Inc • Footwear, (no rubber)
AMENDMENT NO. 2 TO LOAN AGREEMENT
Loan Agreement • June 29th, 2007 • K Swiss Inc • Footwear, (no rubber)
K-SWISS INC. EMPLOYEE STOCK OPTION AGREEMENT (2009 Stock Incentive Plan) (Officers)
Employee Stock Option Agreement • May 22nd, 2009 • K Swiss Inc • Footwear, (no rubber)

This Employee Stock Option Agreement (this “Agreement”) is made and entered into as of the day of , by and between K-Swiss Inc., a Delaware Corporation (the “Company”) and «FirstName» «LastName», an individual (the “Grantee”).

AMENDMENT NO. 2 to K-SWISS/SPACE CENTER LEASE Dated March 11, 1997
K-Swiss/Space Center Lease • July 31st, 2008 • K Swiss Inc • Footwear, (no rubber)

This AMENDMENT NO. 2 amends the Lease Agreement entered into on March 11, 1997 between K-Swiss, Inc. (“Lessee”) and Space Center Mira Loma, Inc. for the rental of certain property and improvements located at 3177 Space Center Court, Mira Loma, California (“the Lease”).

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AMENDMENT NO. 3 TO LOAN AGREEMENT
Loan Agreement • March 28th, 2008 • K Swiss Inc • Footwear, (no rubber)
AMENDMENT NO. 1 TO LOAN AGREEMENT
Loan Agreement • July 28th, 2005 • K Swiss Inc • Footwear, (no rubber)
AMENDMENT NO. 4 TO LOAN AGREEMENT
Loan Agreement • February 22nd, 2005 • K Swiss Inc • Footwear, (no rubber)
K-SWISS INC. NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT Pursuant to the
Non-Employee Director Stock Option Agreement • May 22nd, 2009 • K Swiss Inc • Footwear, (no rubber) • Delaware

This Non-Employee Director Stock Option Agreement (this “Agreement”) is made and entered into as of the Date of Grant indicated below by and between K-Swiss Inc., a Delaware corporation (the “Company”), and the person named below as Grantee.

E-LAND WORLD LIMITED, IAN ACQUISITION SUB, INC. and the STOCKHOLDERS party thereto SUPPORT AGREEMENT
Support Agreement • January 17th, 2013 • K Swiss Inc • Footwear, (no rubber) • Delaware

SUPPORT AGREEMENT, dated as of January 16, 2013 (this “Agreement”), by and among the stockholders listed on Schedule A attached hereto (each, a “Stockholder” and collectively, the “Stockholders”), E-Land World Limited, a corporation organized under the laws of the Republic of Korea (“Parent”), and Ian Acquisition Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”).

AMENDMENT NO. 4 TO LOAN AGREEMENT
Loan Agreement • August 6th, 2009 • K Swiss Inc • Footwear, (no rubber)
AMENDMENT NO. 2 TO LOAN AGREEMENT
Loan Agreement • July 29th, 2003 • K Swiss Inc • Footwear, (no rubber)
K-Swiss Inc. 401(k) and Profit Sharing Plan The CORPORATEplan for RetirementSM Service Agreement
Service Agreement • July 28th, 2005 • K Swiss Inc • Footwear, (no rubber)

This Agreement shall be effective upon execution by both parties. By executing this Agreement, the parties agree to terms and conditions contained in the Agreement and the following attached Appendices:

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