EXHIBIT 10.31
FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement (this "Amendment") is entered into
as of December 11, 1998, between Bank of America National Trust and Savings
Association ("Bank") and K-Swiss, Inc. ("Borrower"), with reference to the
following:
Recitals
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A. Bank and Borrower are parties to that certain Credit Agreement dated
as of March 25, 1994, as modified by amendments dated as of June 29, 1995,
August 12, 1996, July 29, 1997, and September 9, 1998 (as amended, the "Credit
Agreement").
B. Bank and Borrower now desire to further amend the Credit Agreement on
the terms and conditions set forth below.
Agreement
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NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Capitalized terms not otherwise defined in this
Amendment shall have the meanings ascribed to them in the Credit Agreement.
2. Amendments. The Credit Agreement shall be amended as follows:
(a) Paragraph 2.5(a) is amended in full to read as follows:
"(a) The total of the undrawn and the drawn and unreimbursed
amount (other than any amount added to the outstanding advances pursuant to
Paragraph 2.5(e)) of standby letters of credit outstanding at any one time
under the Revolving Facility may not exceed (i) Thirty Million Dollars
($30,000,000) for letters of credit issued to support the Borrower's
performance of obligations in connection with purchases of inventory and
(ii) Two Million Dollars ($2,000,000) for all other letters of credit."
(b) Except as hereby amended, all of the terms and conditions of the
Credit Agreement shall remain in full force and effect.
3. Representations and Warranties. Borrower represents and warrants to
Bank that: (a) no Event of Default has occurred and is continuing under the
Credit Agreement, (b) the representations and warranties in the Credit Agreement
are true as of the date of this Amendment, (c) this Amendment is within
Borrower's powers, has been duly authorized, and does not conflict with
Borrower's organizational papers, and (d) this Amendment does not conflict with
any law, agreement, or obligation by which Borrower is bound.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
BANK OF AMERICA NATIONAL TRUST K-SWISS, INC.
AND SAVINGS ASSOCIATION
By: /S/ Xxxxxxx X. Xxxxxx By: /S/ Xxxxxx Xxxxxxx
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Xxxxxxx X. Xxxxxx Xxxxxx Xxxxxxx
Vice President Vice President-Finance
