8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2013

K•Swiss Inc.

(Exact Name of Registrant as Specified in the Charter)

Delaware	0-18490	95-4265988
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.RS Employer Identification No.)

31248 Oak Crest Drive, Westlake Village, CA 91361

(Address of principal executive offices and zip code)

(818) 706-5100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introduction

On April 30, 2013, pursuant to the Agreement and Plan of Merger, dated as of January 16, 2013 (the “Merger Agreement”), 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 indirect wholly-owned subsidiary of Parent (“Merger Sub”), and K-Swiss Inc. (the “Company”), Merger Sub merged with and into the Company, with the Company surviving the merger as an indirect wholly-owned subsidiary of Parent (the “Merger”).

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of Class A common stock, par value $0.01 per share (“Class A common stock”), and Class B common stock, par value $0.01 per share (“Class B common stock,” and together with the Class A common stock, the “Company common stock”), of the Company, issued and outstanding immediately prior to the effective time of the Merger (except for certain excluded shares owned by the Company, Parent and their respective subsidiaries, and for those shares held by stockholders who properly perfected, and did not withdraw or lose, a demand for appraisal rights under the Delaware General Corporation Law) was cancelled and automatically converted into the right to receive $4.75 in cash, without interest and less any applicable withholding taxes.

In addition, at the effective time of the Merger, each option to purchase shares of Company’s Class A common stock outstanding (whether vested or unvested) immediately prior to the effective time of the Merger, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the difference between the per share merger consideration of $4.75 and the applicable exercise price per share of such option and (ii) the number of shares subject to such option, less applicable withholding taxes. All stock options with exercise prices equal to or greater than the per share merger consideration of $4.75 were cancelled at the effective time of the Merger with no cash payment made in respect thereof.

The foregoing description of the Merger Agreement and transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) on January 17, 2013, and is incorporated herein by reference.

Item 1.01.          Entry into a Material Definitive Agreement.

In connection with the Merger, on April 30, 2013, the Company, its subsidiary borrowers (K•Swiss Sales Corp. and K•Swiss Direct Inc.), its subsidiary guarantors (K•Swiss Pacific Inc., Royal Elastics Inc., Royal Elastics, LLC, and K•Swiss NS Inc.) and Wells Fargo Bank National Association, a national banking association, as agent for the lenders (“Wells Fargo”), entered into an amendment (“Amendment No. 1”) to the Company’s Credit Agreement with Wells Fargo, dated as of April 25, 2012.  Pursuant to Amendment No. 1, the parties amended the Credit Agreement so that the Merger would not constitute a change of control or default thereunder.

The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by the full text of Amendment No. 1, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.01.          Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction above and Item 5.01 below is incorporated herein by reference.

Item 3.01.          Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the effective time of the Merger, the Company’s Class A common stock was registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the NASDAQ Global Select Market (the “NASDAQ”) under the symbol “KSWS.” As a result of the Merger, each share of Company common stock was cancelled and automatically converted into the right to receive an amount in cash equal to $4.75 (subject to the exceptions described in the Introduction above). Accordingly, following the Merger, on April 30, 2013, the Company notified the NASDAQ of its intent to remove the Company’s Class A common stock from listing on the NASDAQ and asked the NASDAQ to file with the SEC an application on Form 25 to report the delisting of the Company’s Class A common stock from the NASDAQ under Section 12(b) of the Exchange Act. The Company intends to deregister the Company’s Class A common stock with the SEC under Section 12(g) of the Exchange Act and to suspend the reporting obligations of the Company with respect to the Company’s Class A common stock under Sections 13(a) and 15(d) of the Exchange Act by filing a Form 15 with the SEC promptly after the Form 25 becomes effective.

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Item 3.03.          Material Modification to Rights of Security Holders.

The information set forth in the Introduction above is incorporated herein by reference.

Item 5.01.         Changes in Control of Registrant.

The information set forth in the Introduction above and Item 5.02 below is incorporated herein by reference.  On April 30, 2013, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation in the Merger. As a result of the Merger, the Company became an indirect, wholly-owned subsidiary of Parent.  The total cash merger consideration (excluding expenses) paid by Parent was approximately $172.0 million.  

Item 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In conjunction with the Merger, on April 30, 2013, each of Steven Nichols, George Powlick, Lawrence Feldman, Stephen Fine and Mark Louie resigned as a member of the Board of Directors of the Company and all committee of which they were a member. In addition, E-Land terminated each of Steven Nichols (President and Chief Executive Officer), George Powlick (Vice President of Finance, Chief Financial Officer, Chief Administrative Officer and Secretary), David Nichols (Executive Vice President) and Brian Sullivan (Vice President of National Accounts) as employees of the Company, effective April 30, 2013. E-Land is in discussion with each of these employees regarding any severance pay. On April 30, 2013, the Company appointed Byeng Gweon Kim as Chairman of the Company.

Item 5.03.          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger, the Company's certificate of incorporation was amended and restated in its entirety.  The Amended and Restated Certificate of Incorporation contains provisions that, among other things, (i) change the registered office; (ii) authorize the issuance of one class of common stock with a par value of $0.01 per share; (iii) provide for the number of directors of the Company to be fixed as provided for in the Bylaws; (iv) authorize the Board of Directors to make, alter or repeal the Bylaws of the Company, subject to any such rights of the Company’s stockholders; (v) provide for indemnification and limitations on director liability; and (vi) permit stockholders to act by written consent.  The foregoing description of the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

At the effective time of the Merger, the Company’s Bylaws were also amended and restated (the “A&R Bylaws”).  The A&R Bylaws, among other things, provide (i) that a special meeting of stockholders may be called by the Chairman of the Board or the President or by order of the Board of Directors or by the Secretary upon the written request of stockholders holding a majority of the outstanding shares of stock; (ii) for the number of directors of the Company to be determined by the Board of Directors and to initially be three; (iii) for the officers of the Company to be a President, a Secretary and a Treasurer, and authorize the Board of Directors to elect a Chairman of the Board of Directors, one or more Vice Presidents and such other officers as it deems fit; and (iv) for indemnification and advancement of expenses.  The foregoing description of the A&R Bylaws is qualified in its entirety by the full text of the A&R Bylaws, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference.

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Item 8.01.          Other Events.

On April 30, 2013, the Company and Parent issued a joint press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.          Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation of K-Swiss Inc.
3.2	Amended and Restated Bylaws of K-Swiss Inc.
10.1	Amendment No. 1 to Credit Agreement, dated as of April 30, 2013, by and among Wells Fargo Bank, National Association, as agent for the Lenders, K-Swiss Inc., the subsidiary borrowers thereto and the guarantors thereof.
99.1	Press Release issued April 30, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	K-SWISS INC.
	(Registrant)
Dated: May 2, 2013	By:	/s/ Byeng Gweon Kim
	Name:	Byeng Gweon Kim
	Title:	Chairman

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Exhibit Index

Exhibit No.	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation of K-Swiss Inc.
3.2	Amended and Restated Bylaws of K-Swiss Inc.
10.1	Amendment No. 1 to Credit Agreement, dated as of April 30, 2013, by and among Wells Fargo Bank, National Association, as agent for the Lenders, K-Swiss Inc., the subsidiary borrowers thereto and the guarantors thereof.
99.1	Press Release issued April 30, 2013.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

K-Swiss Inc.

FIRST:  The name of the Corporation is K-Swiss Inc.

SECOND:  The address of the registered office of the Corporation in the State of Delaware is 615 South DuPont Highway, Dover, Kent County, DE 19901.  The name of the Corporation’s registered agent at such address is National Corporate Research, Ltd.

THIRD:  The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporation may be organized under the Delaware General Corporation Law.

FOURTH:  The total number of shares of all classes of stock which the Corporation shall have authority to issue is 10,000 shares of common stock, par value $0.01 per share (“Common Stock”).

FIFTH:  The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

1 The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the Bylaws, and vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors may be removed, as provided in the Bylaws.

2 The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by written ballot.

3 All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the Bylaws) shall be vested in and exercised by the Board of Directors.

SIXTH:  Any action required to be taken at any annual or special meeting of stockholders or any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if consent in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SEVENTH:  In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized and empowered to make, alter or repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any Bylaw made by the Board of Directors.

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EIGHTH:  The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation; and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

NINTH:  To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (provided that the effect of any such amendment shall be prospective only), a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as director.  The Corporation shall indemnify, in the manner and to the fullest extent permitted by the Delaware General Corporation Law (but in the case of any amendment thereto, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person (or the estate of any person) who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.  The Corporation may, to the fullest extent permitted by the Delaware General Corporation Law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person.  The Corporation may create a trust fund, grant a security interest or use other means (including without limitation a letter of credit) to ensure the payment of such sums as may become necessary to effect the indemnification as provided herein.  To the fullest extent permitted by the Delaware General Corporation Law, the indemnification provided herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement and any such expenses shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding.  The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the fullest extent permitted by the Delaware General Corporation Law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

K-Swiss Inc.

(a Delaware corporation)

ARTICLE I

OFFICES

The registered office of the Corporation in the State of Delaware shall be located in 615 South DuPont Highway, Dover, Kent County, Delaware, 19901.  The Corporation may establish or discontinue, from time to time, such other offices within or without the State of Delaware as may be deemed proper for the conduct of the Corporation’s business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

1 Place of Meetings.  All meetings of stockholders shall be held at such place or places, within or without the State of Delaware, as may from time to time be fixed by the Board of Directors, or as shall be specified in the respective notices, or waivers of notice, thereof.

2 Annual Meetings.  The annual meeting of stockholders for the election of directors and the transaction of other business shall be held on such date and at such place as may be designated by the Board of Directors.  At each annual meeting the stockholders entitled to vote shall elect a Board of Directors and may transact such other proper business as may come before the meeting.

3 Special Meetings.  A special meeting of the stockholders, or of any class thereof entitled to vote, for any purpose or purposes, may be called at any time by the Chairman of the Board of Directors, if any, or the President or by order of the Board of Directors and shall be called by the Secretary upon the written request of the stockholders holding of record a majority of the outstanding shares of stock of the Corporation entitled to vote at such meeting.  Such written request shall state the purpose or purposes for which such meeting is to be called.

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4 Notice of Meetings.  Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting shall be given not less than ten days or more than sixty days before the date on which the meeting is to be held to each stockholder of record entitled to vote thereat by delivering a notice thereof to him personally or by mailing such notice in a postage prepaid envelope directed to him at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be directed to another address, in which case such notice shall be directed to him at the address designated in such request.  Notice shall not be required to be given to any stockholder who shall waive such notice in writing, whether prior to or after such meeting, or who shall attend such meeting in person or by proxy unless such attendance is for the express purpose of objecting, at the beginning of such meeting, to the transactions of any business because the meeting is not lawfully called or convened.  Every notice of a special meeting of the stockholders, besides the time and place of the meeting, shall state briefly the objects or purposes thereof.

5 List of Stockholders.  It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock ledger and to prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in his name.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall be kept and produced at the time and place of the meeting during the whole time thereof and subject to the inspection of any stockholder who may be present.  The original or duplicate ledger shall be the only evidence as to the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

6 Quorum.  At each meeting of the stockholders, the holders of record of a majority of the issued and outstanding stock of the Corporation entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum for the transaction of business, except where otherwise provided by law, the Certificate of Incorporation or these Bylaws.  In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting shall have the power to adjourn the meeting from time to time until a quorum shall be constituted.

7 Voting.  Every stockholder of record who is entitled to vote shall at every meeting of the stockholder be entitled to one vote for each share of stock held by him on the record date; provided, however, that shares of its own stock held by the Corporation or by another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall neither be entitled to vote nor counted for quorum purposes.  Nothing in this Section shall be construed as limiting the right of the Corporation to vote its own stock held by it in a fiduciary capacity.  At all meetings of the stockholders at which a quorum is present, all matters shall be decided by majority vote of the shares of stock entitled to vote held by stockholders present in person or by proxy, except as otherwise required by law or the Certificate of Incorporation.  Unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat or so directed by the Chairman of the meeting or required by law, the vote thereat on any question need not be by written ballot.  On a vote by written ballot, each ballot shall be signed by the stockholder voting, or in his name by his proxy, if there be such proxy, and shall state the number of shares voted by him and the number of votes to which each share is entitled.

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8 Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy.  A proxy acting for any stockholder shall be duly appointed by an instrument in writing subscribed by such stockholder.  No proxy shall be valid after the expiration of three years from the date thereof unless the proxy provides for a longer period.

9 Action Without a Meeting.  Any action required to be taken at any annual or special meeting of stockholders or any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if consent in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

1 Powers.  The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

2 Election and Term.  Except as otherwise provided by law, directors shall be elected at the annual meeting of stockholders and shall hold office until the next annual meeting of stockholders and until their successors are elected and qualify, or until they sooner die, resign or are removed.  At each annual meeting of the stockholders at which a quorum is present, the persons receiving a plurality of the votes cast shall be the directors.  Acceptance of the office of director may be expressed orally or in writing, and attendance at the organization meeting shall constitute such acceptance.

3 Number.  The number of directors shall be such number as shall be determined from time to time by the Board of Directors and initially shall be three.

4 Quorum and Manner of Acting.  Unless otherwise provided by law, the presence of a majority of the entire Board of Directors shall be necessary to constitute a quorum for the transaction of business.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum shall be present.  Notice of any adjournment meeting need not be given.  At all meetings of directors at which a quorum is present, all matters shall be decided by the affirmative vote of a majority of the directors present, except as otherwise required by law or, for transactions in excess of $1,000,000 the affirmative vote of all directors present.  The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine or as shall be specified in the respective notices, or waivers of notice, thereof.

5 Organizational Meeting.  Immediately after each annual meeting of stockholders for the election of the directors, the Board of Directors shall meet at the place of the annual meeting of stockholders for the purpose of organization, the election of officers and the transaction of other business.  Notice of such meeting need not be given.  If such meeting is held at any other time or place, notice thereof must be given as hereinafter provided for special meetings of the Board of Directors, subject to the execution of a waiver of the notice thereof signed by, or the attendance at such meeting of, all directors who may not have received such notice.

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6 Regular Meetings.  Regular meetings of the Board of Directors may by held at such place, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.  After there has been such determination, and notice thereof has been once given to each member of the Board of Directors as hereinafter provided for special meetings, regular meetings may be held without further notice being given.

7 Special Meetings and Notice.  Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board of Directors, if any, the President or a majority of the directors.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least five days before the date on which the meeting is to be held, or be given personally, or by telephone confirmed by facsimile or email dispatched promptly thereafter, or by facsimile or email confirmed by a writing delivered by a recognized overnight courier service, directed to each director, addressed to him at his residence or usual place of business, not later than the day before the day on which such meeting is to be held.  Each such notice shall state the time and place of the meeting and, as may be required, the purposes thereof.  Notice of any meeting of the Board of Directors need not be given to any director if he shall sign a written waiver thereof either before or after the time stated therein for such meeting, or if he shall be present at the meeting.  Subject to applicable law, the Certificate of Incorporation, these Bylaws or the terms of the notice thereof, any and all business may be transacted at any meeting without the notice thereof having specifically identified the matters to be acted upon. A written waiver of notice of meeting signed by a director or a waiver by electronic transmission by a director, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice.  Attendance of a director at a meeting is a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

8 Regulations.  To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the affairs and business of the Corporation as the Board of Directors may deem appropriate.

9 Removal of Directors.  Any director or the entire Board of Directors may be removed, with or without cause, at any time, by action of the holders of record of the majority of the issued and outstanding stock of the Corporation (a) present in person or by proxy at a meeting of holders of such stock and entitled to vote thereon or (b) by a consent in writing in the manner contemplated in Article II Section 9, and the vacancy or vacancies in the Board of Directors caused by any such removal may be filled by action of such a majority at such meeting or at any subsequent meeting or by consent.

10 Resignations.  Any director of the Corporation may resign at any time by submitting an electronic transmission or by giving written notice to the Chairman of the Board of Directors, if any, the President, the Vice President or the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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11 Vacancies.  Any newly created directorships and vacancies occurring in the Board of Directors by reason of death, resignation, retirement, disqualification or removal, with or without cause, may be filled by the action of the holders of record of the majority of the issued and outstanding stock of the Corporation (a) present in person or by proxy at a meeting of holders of such stock and entitled to vote thereon or (b) by a consent in writing in the manner contemplated in Article II Section 9. The director so chosen, whether selected to fill a vacancy or elected to a new directorship, shall hold office until the next meeting of stockholders at which the election of directors is in the regular order of business, and until his successor has been elected and qualifies, or until he sooner dies, resigns or is removed.

12 Compensation of Directors.  Directors shall not receive any stated salary for their services; however, by resolution of the Board of Directors, a specific sum fixed by the Board of Directors plus expenses may be allowed for attendance at each regular or special meeting of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation or any parent or subsidiary corporation thereof in any other capacity and receiving compensation therefor.

13 Action Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

14 Telephonic Participation in Meetings.  Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

ARTICLE IV

OFFICERS

1 Principal Officers.  The Board of Directors shall elect a President, a Secretary and a Treasurer, and may in addition elect a Chairman of the Board of Directors, one or more Vice Presidents and such other officers as it deems fit; the President, the Secretary, the Treasurer, the Chairman of the Board of Directors (if any) and the Vice Presidents (if any) being the principal officers of the Corporation. One person may hold, and perform the duties of, any two or more of said offices.

2 Election and Term of Office.  The principal officers of the Corporation shall be elected initially by the Board of Directors at the organizational meeting thereof. Each such officer shall hold office until his successor shall have been elected and shall qualify, or until his earlier death, resignation or removal.

3 Other Officers.  In addition, the Board of Directors may elect, or the Chairman of the Board of Directors, if any, or the President may appoint, such other officers as they deem fit. Any such other officers chosen by the Board of Directors shall be subordinate officers and shall hold office for such period, have such authority and perform such duties as the Board of Directors, the Chairman of the Board of Directors, if any, or the President may from time to time determine.

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4 Removal.  Any officer may be removed, either with or without cause, at any time, by resolution adopted by the Board of Directors at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for that purpose at which a quorum is present.

5 Resignations.  Any officer may resign at any time by giving written notice or by electronic submission to the Chairman of the Board of Directors, if any, the President, the Secretary or the Board of Direc­tors. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein.  Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6 Vacancies.  A vacancy in any office may be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election or appointment to such office for such term.

7 Chairman of the Board of Directors.  The Chairman of the Board of Directors, if one be elected, shall preside if present at all meetings of the Board of Directors, and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

8 President.  The President shall be the chief operating officer of the Corporation and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the Corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts on behalf of the Corporation.

9 Vice President.  Each Vice President, if such be elected, shall have such powers and shall perform such duties as shall be assigned to him by the President or the Board of Directors.

10 Treasurer.  The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation. He shall provide at all reasonable times his books of account and records to any of the directors of the Corporation upon application during business hours at the office of the Corporation where such books and records shall be kept; when requested by the Board of Directors, he shall render a statement of the condition of the finances of the Corporation at any meeting of the Board of Directors or at the annual meeting of stock­holders; he shall receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever; and in general, he shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairman of the Board of Directors, the President or the Board of Directors. The Treasurer shall give such bond, if any, for the faithful discharge of his duties as the Board of Directors may require.

11 Secretary.  The Secretary, if present, shall act as secretary at all meetings of the Board of Directors and of the stockholders and keep the minutes thereof in a book or books to be provided for that purpose; he shall see that all notices required to be given by the Corporation are duly given and served; he shall have charge of the stock records of the Corporation; he shall see that all reports, statements and other documents required by law are properly kept and filed; and in general he shall perform all the duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors.

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12 Salaries.  The salaries of the principal officers shall be fixed from time to time by the Board of Directors, and the salaries of any other officers may be fixed by the President.

13 Officer Powers.  Notwithstanding the forgoing sections of this Article IV, any transaction in excess of $1,000,000 shall require unanimous approval from the Board of Directors pursuant to Article III, Section 4 before any officer shall be permitted to sign documents and take actions relating to such transactions.

ARTICLE V

COMMITTEES

1 Designation of Committees.  The Board of Directors may designate one or more committees.  Each committee shall consist of such number of directors as from time to time may be fixed by the Board of Directors, and shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation to the extent delegated to such committee by the Board of Directors but no committee shall have any power or authority as to (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporate Law (the “DGCL”) to be submitted to stockholders for approval or (ii) as may otherwise be excluded by law or by the Certificate of Incorporation, and no committee may delegate any of its power or authority to a subcommittee unless so authorized by the Board of Directors.

2 Members and Alternate Members.  The members of each committee and any alternate members shall be selected by the Board of Directors.  The Board of Directors may provide that the members and alternate members serve at the pleasure of the Board of Directors.  An alternate member may replace any absent or disqualified member at any meeting of the committee.  An alternate member shall be given all notices of committee meetings, may attend any meeting of the committee, but may count towards a quorum and vote only if a member for whom such person is an alternate is absent or disqualified.  Each member (and each alternate member) of any committee shall hold office only until the time he or she shall cease for any reason to be a director, or until his or her earlier death, resignation or removal.

3 Committee Procedures.  A quorum for each committee shall be a majority of its members, unless the committee has only one or two members, in which case a quorum shall be one member, or unless a greater quorum is established by the Board of Directors.  The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.  Each committee shall keep regular minutes of its meetings and report to the Board of Directors when required.  The Board of Directors may adopt other rules and regulations for the government of any committee not inconsistent with the provisions of these Bylaws, and each committee may adopt its own rules and regulations of government, to the extent not inconsistent with these Bylaws or rules and regulations adopted by the Board of Directors.

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4 Meetings and Actions of Committees.  Meetings and actions of each committee shall be governed by, and held and taken in accordance with, the provisions in Article II of these Bylaws, with such Bylaws being deemed to refer to the committee and its members in lieu of the Board of Directors and its members.  Special meetings of committees may also be called by resolution of the Board.

5 Resignations and Removals.  Any member (and any alternate member) of any committee may resign from such position at any time by delivering a written notice of resignation, signed by such member, to the President or the Secretary (or such person holding both positions).  Unless otherwise specified therein, such resignation shall take effect upon delivery.  Any member (and any alternate member) of any committee may be removed from such position by the Board of Directors at any time, either for or without cause.

6 Vacancies.  If a vacancy occurs in any committee for any reason, the remaining members (and any alternate members) may continue to act if a quorum is present.  A committee vacancy may be filled only by the Board of Directors.

ARTICLE VI

INDEMNIFICATION

1 Scope of Indemnification and Advancement of Expenses.

1.1 The Corporation shall indemnify, in the manner and to the fullest extent permitted by the DGCL (but in the case of any amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person (or the estate of any person) who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (hereinafter an “indemnitee”).  To the fullest extent permitted by the DGCL, the indemnification provided herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement.

1.2 In addition to the right to indemnification conferred in Article VI, Section 1.1, an indemnitee shall, to the fullest extent permitted by the DGCL, also have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such action, suit or proceeding in advance of its final disposition; provided, however, that an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such indemnitee to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to indemnification under this Article VI.

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2 Procedure for Obtaining Indemnification or Advancement of Expenses.

2.1 To receive indemnification under this Article VI, an indemnitee shall submit to the Corporation a written request, which shall include documentation or information which is necessary to determine whether indemnification is payable under this Article VI and which is reasonably available to the indemnitee.  Upon receipt by the Corporation of such a written request, if required by the DGCL (but only if required by the DGCL), a determination regarding whether indemnification is payable under this Article VI shall be made, based upon the facts known at the time, (i) by the Board of Directors, by a vote of a majority of the directors who are not parties to the action, suit or proceeding with respect to which indemnification is sought, at a meeting at which there is a quorum consisting solely of such disinterested directors, (ii) by a committee of such disinterested directors designated by a vote of a majority of the disinterested directors, at a meeting at which there is a quorum consisting solely of such disinterested directors, (iii) if such a quorum is not obtainable, or, even if obtainable, if directed by a majority of disinterested directors at a meeting of the Board of Directors or a committee of the Board of Directors at which there is a quorum consisting solely of such disinterested directors, by independent legal counsel in a written opinion, (iv) by the stockholders of the Corporation or (v) by a court of competent jurisdiction in a final, nonappealable adjudication.  All such indemnification shall be paid in full within 60 days after the Corporation receives the indemnitee’s written request therefor, unless a determination is made that the claims giving rise to the indemnitee’s request are not payable under this Article VI.

2.2 To receive an advancement of expenses under this Article VI, an indemnitee shall submit to the Corporation a written request, which shall reasonably evidence the costs and expenses incurred by the indemnitee and shall include or be accompanied by an undertaking by or on behalf of the indemnitee to repay any expenses advanced if it shall ultimately be determined by a court of competent jurisdiction in a final, nonappealable adjudication that the indemnitee is not entitled to indemnification under this Article VI.  All payments to be made on account of the Corporation’s advancement obligations under this Article VI shall be made within 20 days after the Corporation receives the indemnitee’s written request therefor.

3 Enforcement of Indemnification; Burden of Proof.

3.1 If a request for indemnification or advancement of expenses under this Article VI is not paid in full by or on behalf of the Corporation within the time periods specified in Article VI, Section 2 above, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of any claim for indemnification or advancement of expenses.  If successful in whole or in part in such suit, or in a suit brought by the Corporation to recover an advancement of expenses, the indemnitee also shall be entitled to be paid all the expense incurred in connection with bringing or defending such claim.

3.2 If a prior determination has been made that a claim for indemnification is not payable under this Article VI, the burden of proving that indemnification is required under this Article VI shall be on the indemnitee.  If no such prior determination shall have been made, the Corporation shall have the burden of proving that indemnification is not required under this Article VI.  In any suit brought by the indemnitee to enforce a right to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses, the Corporation shall have the burden of proving that advancement is not required under this Article VI.

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3.3 In any suit brought by the indemnitee to enforce a right to indemnification under this Article VI (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that indemnification is not permitted by applicable law.  Further, in any suit by the Corporation to recover an advancement of expenses, the Corporation shall be entitled to recover such expenses if it shall ultimately be determined by a court of competent jurisdiction in a final, nonappealable adjudication that indemnification is not permitted by applicable law.  Neither the failure of the Corporation (including its directors who are not party to the action, suit or proceeding with respect to which indemnification is sought, a committee of such directors, independent legal counsel or the stockholders) to have made a  determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances, nor an actual determination that the indemnitee is not entitled to indemnification, shall create a presumption that the indemnitee is not entitled to indemnification or, in the case of such a suit brought by the indemnitee, be a defense to such suit.

4 Non-Exclusivity of Rights.  The indemnification and right to advancement of expenses provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the fullest extent permitted by the DGCL, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

5 Insurance, Etc.  The Corporation may, to the fullest extent permitted by the DGCL, purchase and maintain insurance on behalf of any indemnitee against any liability which may be asserted against such indemnitee.  The  Corporation may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect the indemnification as provided in this Article VI.

6 Authority to Enter into Indemnification Agreements.  The Corporation shall have the power to enter into agreements with any director, officer, employee or agent in furtherance of the provisions of this Article VI to provide for the payment of such amounts as may be appropriate, in the discretion of the Board of Directors, to effect indemnification and advancement of expenses as provided in this Article VI.

7 Nature of Rights.  The rights conferred upon indemnitees in this Article VI shall vest at the time an individual becomes a director, officer, employee or agent of the Corporation and shall be contract rights.  Such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall be binding upon and inure to the benefit of the indemnitee’s heirs, personal representatives and estate.  Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any action, suit or proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

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8 Settlement of Claims.  The Corporation shall have no obligation to indemnify any indemnitee under this Article VI for any amounts paid in a settlement of any action, suit or proceeding effected without the Corporation’s prior written consent.  Neither the Corporation nor the indemnitee shall unreasonably withhold their consent to any proposed settlement.

9 Subrogation.  In the event of payment under this Article VI by or on behalf of the Corporation, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee, who shall execute all papers that may be required and shall do all things that may be necessary to secure such rights, including, without limitation, the execution of such documents as may be necessary to enable the Corporation effectively to bring suit to enforce such rights.

10 Severability.  In the event that any provision of this Article VI is determined by a court to require the Corporation to do or to fail to do an act which is in violation of applicable law, such provision shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited or modified, such provision and the balance of this Article VI shall be enforceable in accordance with their terms.

ARTICLE VII

SHARES AND THEIR TRANSFERS

1 Certificate for Stock.  The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolutions shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Notwithstanding the adoption of such a resolution by the Board of Directors, every stockholder of the Corporation shall be entitled to a certificate or certificates, to be in such form as the Board of Directors shall prescribe, certifying the number of shares of the capital stock of the Corporation owned by him. No certificate shall be issued for partly paid shares.

2 Stock Certificate Signature.  The certificates for such stock shall be numbered in the order in which they shall be issued and shall be signed by the Chairman of the Board of Directors, if any, or the President or any Vice President and by the Secretary or an Assistant Secretary or the Treasurer of the Corporation (or such person holding both positions). If such certificate is countersigned (a) by a transfer agent other than the Corporation or its employee, or, (b) by a registrar other than the Corporation or its employee, the signatures of such officers of the Corporation may be facsimiles. In case any officer of the Corporation who has signed, or whose facsimile signature has been placed upon, any such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

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3 Stock Ledger.  A record shall be kept by the Secretary or by any other officer, employee or agent designated by the Board of Directors of the name of each person, firm or corporation holding capital stock of the Corporation, the number of shares represented by, and the respective dates of, each certificate for such capital stock, and in case of cancellation of any such certificate, the respective dates of cancellation.

4 Cancellation.  Every certificate surrendered to the Corporation for exchange or registration of transfer shall be canceled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so canceled, except, subject to this Article VII Section 4, in cases provided for by applicable law.

5 Registrations of Transfers of Stock.  Registrations of transfers of shares of the capital stock of the Corporation shall be made on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer clerk or a transfer agent appointed as in this Article VII Section 5 provided, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

6 Regulations.  The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with the Certificate of Incorporation or these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates of stock to bear the signature or signatures of any of them.

7 Lost, Stolen, Destroyed or Mutilated Certificates.  Before any certificates for stock of the Corporation shall be issued in exchange for certificates which shall become mutilated or shall be lost, stolen or destroyed, proper evidence of such loss, theft, mutilation or destruction shall be procured for the Board of Directors, if it so requires.

8 Record Dates.  For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a date as a record date for any such determination of stockholders. Such record date shall not be more than sixty or less than ten days before the date of such meeting, or more than sixty days prior to any other action.

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ARTICLE VIII

MISCELLANEOUS PROVISIONS

1 Voting of Stocks Owned by the Corporation.  The Board of Directors may authorize any person on behalf of the Corporation to attend, vote and grant proxies to be used at any meeting of stockholders of any corporation (except the Corporation) in which the Corporation may hold stock.

2 Dividends.  Subject to the provisions of the Certificate of Incorpora­tion, the Board of Directors may, out of funds legally available therefor, at any regular or special meeting declare dividends upon the capital stock of the Corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the Corpora­tion available for dividends such sum or sums as the Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

3 Execution of Instruments.  Except as otherwise required by law or the Certificate of Incorporation, the Board of Directors or any officer of the Corporation authorized by the Board of Directors may authorize any other officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation.  Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

4 Fiscal Year.  The fiscal year of the Corporation shall commence on the first day of January of each year (except for the Corporation’s first fiscal year which shall commence on the date of incorporation) and shall terminate in each case on December 31st.

5 Books and Records, and Inspection.  Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

6 Electronic Transmission.  “Electronic transmission”, as used in these Bylaws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX

AMENDMENTS

These Bylaws of the Corporation may be altered, amended or repealed by the Board of Directors at any regular or special meeting of the Board of Directors or by the affirma­tive vote of the holders of record of a majority of the issued and outstanding stock of the Corporation (i) present in person or by proxy at a meeting of holders of such stock and entitled to vote thereon or (ii) by a consent in writing in the manner contemplated in Article II Section 9, provided, however, that notice of the proposed alteration, amendment or repeal is contained in the notice of such meeting. Bylaws, whether made or altered by the stockholders or by the Board of Directors, shall be subject to alteration or repeal by the stockholders as in this Article IX above provided.

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ARTICLE X

CONSTRUCTION

In the event of any conflict between the provisions of these Bylaws as in effect from time to time and the provisions of the Certificate of Incorporation of the Corporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling. References in these Bylaws to Articles and Sections shall refer to Articles and Sections hereof.

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EX-10.1

Exhibit 10.1

Execution

AMENDMENT NO. 1 TO CREDIT AGREEMENT

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 corporation (“KS NS” and, together with KS Pacific, RE Inc. and RE LLC, each individually a “Guarantor”  and collectively “Guarantors).

W I T N E S S E T H :

WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Credit Agreement dated as of April 25, 2012, by and among Agent, Lenders, Borrowers and Guarantors (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated, restructured, refinanced or replaced, the “Credit Agreement”) and the other Loan Documents;

WHEREAS, Parent has entered into the Agreement and Plan of Merger, dated as of January 16, 2013 (as the same now exists or may hereafter be amended, modified or supplemented in accordance with the terms of the Loan Documents, the “Merger Agreement”), by and among Parent, E-Lend World Limited, a corporation organized under the laws of the Republic of Korea (the “Buyer”), and Ian Acquisition Sub, Inc., a Delaware corporation that is an indirect wholly-owned subsidiary of Buyer (the “Merger Sub”), pursuant to which Merger Sub will be merged with and into the Parent (the “Merger”) with the Parent being the surviving entity in the Merger;

WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders agree to make certain amendments to the Credit Agreement, and Agent and Lenders are willing to so agree, subject to the terms and conditions set forth herein, to make such amendments as more specifically set forth herein; and

WHEREAS, by this Amendment No. 1, Agent, Lenders, Borrowers and Guarantor intend to evidence such amendments;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, the parties hereto agree as follows:

1.      Definitions.

(a)      Additional Definition. As used herein or in the Credit Agreement or any of the other Loan Documents, the following terms shall have the meanings given to them below and the Credit Agreement shall be deemed and is hereby amended to include, in addition and not in limitation, the following terms:

(i)           “Buyer” shall mean E-Land World Limited, a corporation organized under the laws of the Republic of Korea.

(ii)          “Merger” shall mean the merger of Merger Sub with and into Parent in accordance with the terms of the Merger Agreement, with Parent as the surviving entity in the Merger.

(iii)         “Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of January 16, 2013, by and among Parent, Buyer and Merger Sub, as the same now exists or may hereafter be amended, modified or supplemented in accordance with the terms of the Loan Documents.

(iv)         “Merger Documents” shall mean the Merger Agreement and all material agreements, documents and instruments executed by any Borrower or Guarantor in connection therewith.

(v)          “Merger Sub” shall mean Ian Acquisition Sub, Inc., a Delaware corporation that is an indirect wholly-owned subsidiary of Buyer.

(vi)         “Permitted Merger” shall mean the Merger; provided, that, (A) the Merger shall be consummated on or prior to June 26, 2013, (B) Borrowers and Guarantors shall promptly notify Agent in writing of the effectiveness of the Merger and (C) Borrowers and Guarantors shall not, directly or indirectly, amend, modify or otherwise change the terms of any of the Merger Documents if such amendment, modification or change could reasonably be expected to be adverse to the interests of any Borrower or Guarantor in any material respect.

(b)      Amendments to Definitions.

(i)           The definition of “Permitted Holders” contained in Schedule 1.1 to the Credit Agreement is hereby amended by inserting the following phrase immediately before the period appearing at the end of such definition: “; provided, that, from and after the effectiveness of the Permitted Merger, Permitted Holders shall mean the collective reference to Buyer and any Subsidiaries of Buyer.”

(c)      Interpretation.  For purposes of this Amendment No. 1, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment No. 1.

2.      Restrictions on Fundamental Changes.  Section 6.3(a) of the Credit Agreement is hereby amended by deleting the phrase “and (iii) any merger between Subsidiaries of Parent that are not Loan Parties” and replacing it with “(iii) any merger between Subsidiaries of Parent that are not Loan Parties, and (iv) the Permitted Merger”.

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3.      Representations and Warranties.  Borrowers and Guarantors, jointly and severally, represent and warrant to Agent and Lenders as follows, which representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof and on and as of the date of each extension of credit under the Credit Agreement, as though made on and as of such date (in each case except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date):

(a)      Each of this Amendment, each agreement, document or instrument executed by a Loan Party in connection herewith (collectively, with this Amendment the “Amendment Documents”) and each Merger Document has been duly authorized, executed and delivered by all necessary action on the part of each Loan Party which is a party hereto or thereto and, if necessary, their respective members or stockholders, as the case may be, and is in full force and effect as of the date hereof, and the agreements and obligations of Loan Parties contained herein and therein constitute legal, valid and binding obligations of Loan Parties enforceable against them in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity.

(b)      As of the date hereof, all of the representations and warranties set forth in the Loan Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof)  on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date.

(c)      Neither the execution, delivery and performance of any Amendment Document or any Merger Document, nor the consummation of any of the transactions contemplated therein (i) are in contravention of law or any indenture, agreement or undertaking to which any Loan Party is a party or by which any Loan Party or its property are bound, except where such contravention could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, or (ii) violates any provision of the certificate of incorporation, certificate of formation, operating agreement, by-laws or other governing documents of any Loan Party.

(d)      As of the date of this Amendment No. 1, no Default or Event of Default exists or has occurred and is continuing.

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(e)      Parent has delivered, or caused to be delivered, to Agent true and complete copies of the Merger Documents.

4.      Conditions Precedent.  The provisions contained herein shall be effective as of the date hereof, but only upon the satisfaction of each of the following conditions precedent:

(a)      Agent shall have received this Amendment No. 1, duly authorized, executed and delivered by Borrowers, Guarantors and the Required Lenders;

(b)      Agent shall have received, in form and substance reasonably satisfactory to Agent, the Merger Agreement and the other Merger Documents, duly authorized, executed and delivered by the parties thereto; and

(c)      No Default or Event of Default shall exist or shall have occurred and be continuing.

5.      Effect of this Amendment; Entire Agreement.  Except as expressly set forth herein, no other changes or modifications to the Loan Documents are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof.  This Amendment No. 1 and the other Amendment Documents represent the entire agreement and understanding concerning the subject matter hereof and thereof among the parties hereto, and supersede all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof and thereof, whether oral or written.  To the extent of conflict between the terms of this Amendment No. 1 and the other Loan Documents, the terms of this Amendment No. 1 shall control.  The Credit Agreement and this Amendment No. 1 shall be read and construed as one agreement.

6.      Governing Law.  The validity, interpretation and enforcement of this Amendment No. 1 and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the laws of the State of California.

7.      Binding Effect.  This Amendment No. 1 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

8.      Headings.  The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 1.

9.      Counterparts.  This Amendment No. 1 may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement.  In making proof of this Amendment No. 1, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.  This Amendment No. 1 may be executed and delivered by telecopier or other electronic method of transmission with the same force and effect as if it were a manually executed and delivered counterpart.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their authorized officers as of the day and year first above written.

BORROWERS
K•SWISS INC.
By:	/s/ George Powlick
	Name:  George Powlick
	Title:    Chief Financial Officer

K-SWISS SALES CORP.
By:	/s/ George Powlick
	Name:  George Powlick
	Title:    Vice President

K-SWISS DIRECT INC.
By:	/s/ David Nichols
	Name:  David Nichols
	Title:    President

GUARANTORS
K-SWISS PACIFIC INC.
By:	/s/ George Powlick
	Name:  George Powlick
	Title:    Assistant Secretary

ROYAL ELASTICS, LLC
By its Manager:
K•SWISS INC.
By:	/s/ Steven Nichols
	Name:  Steven Nichols
	Title:    Management Committee

By:	/s/ David Nichols
	Name:  David Nichols
	Title:    Management Committee

By:	/s/ George Powlick
	Name:  George Powlick
	Title:    Management Committee

Amendment No. 1 to Credit Agreement

ROYAL ELASTICS INC.
By:	/s/ David Nichols
	Name:  David Nichols
	Title:    President

K-SWISS NS INC.
By:	/s/ Cheryl Kuchinka
	Name:  Cheryl Kuchinka
	Title:    President

AGENT AND LENDERS
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and as a Lender
By:	/s/ Paras Shah
	Name:  Paras Shah
	Title:    Vice President

Amendment No. 1 to Credit Agreement

EX-99.1

Exhibit 99.1

K·SWISS AND E.LAND WORLD COMPLETE MERGER

WESTLAKE VILLAGE, Calif. and Seoul, South Korea (April 30, 2013) ─ K•Swiss Inc. (NASDAQ: KSWS) and E.Land World Ltd. announced today that E.Land has completed its acquisition of K•Swiss in a merger transaction.  K•Swiss is now an indirect wholly-owned subsidiary of E.Land.

Pursuant to the merger agreement, K•Swiss stockholders will receive $4.75 in cash, without interest, for each share of K•Swiss common stock that they owned immediately prior to the merger.  Letters of transmittal allowing K•Swiss stockholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration will be distributed shortly after the closing. Stockholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash as such conversions will be handled by the respective bank or broker.

As a result of the merger, the Class A common stock of K•Swiss will no longer be traded on the NASDAQ Stock Market.

Goldman, Sachs & Co. acted as financial advisor to K•Swiss, and Gibson, Dunn & Crutcher LLP acted as legal advisor.  Morgan Stanley & Co. acted as financial advisor to E.Land, and Linklaters LLP acted as legal advisor.

About K•Swiss

Founded more than forty years ago in Van Nuys, California, K•Swiss introduced the first all-leather tennis shoe, the K•Swiss “Classic” in 1966.  Since its inception, K•Swiss has rooted itself in California Sport with an aim to be the most inspiring and innovative sports brand in the market.  Today the Company offers performance and lifestyle footwear and apparel for several categories under its California Sports umbrella including Tennis Heritage, California Fit (Running, Triathlon and Fitness) and California Youth.  K•Swiss also designs, develops and markets footwear under the Palladium brand.  For more information about K•Swiss, visit www.kswiss.com

About E.Land Group

Established in 1980 in Korea, E.Land has grown to become one of the largest South Korean conglomerates, primarily specializing in fashion and retail/distribution.  E.Land is Korea's first and largest integrated fashion and retail company, with operations spanning nine different countries across three continents, including Korea, China, India, the United States and Italy.  Comprised of over 60 affiliated entities, the Company offers close to 200 brands and operates more than 10,000 stores worldwide.  In addition to K•Swiss, E.Land’s newer businesses include restaurants, construction and leisure.  E.Land’s core philosophies are honesty and customer value, and the Company is actively involved in community service both locally and worldwide through its own E.Land Foundation, being one of the most civically active corporations in Korea, India, Vietnam and China.

FOR E.Land World, Ltd	FOR K•Swiss, Inc.
KyungHee (Hannah) Lee	George Powlick	Tripp Sullivan
82.2.2029.3419	Chief Financial Officer	Corporate Communications, Inc.
Investments and Strategy	818.706.5100	615.324.7335

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