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Schedule IV.ĚýA new Schedule IV is hereby added to the Agency Agreement in the form attached hereto.

Schedule IV.ĚýSchedule IV of the Credit Agreement is hereby amended to state as set forth in Schedule IV hereto.

Schedule IVĚýenumerates each Key Employee, along with each such individual’s title. Each such individual is currently devoting all of his or her business time to the conduct of the business of the applicable Group Company. To the knowledge of the Warrantors, no such individual is subject to any covenant restricting him/her from working for any Group Company. No such individual is obligated under, or in violation of any term of, any Contract or any Governmental Order relating to the right of any such individual to be employed by, or to contract with, such Group Company. No Group Company has received any notice alleging that any such violation has occurred. No such individual is currently working or plans to work for any other Person that competes with any Group Company, whether or not such individual is or will be compensated by such Person. No such individual or any group of employees of any Group Company has given any notice of an intent to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the employment of any such individual or any group of employees. The entry into each of the Full-time Services Agreements (when executed pursuant to this Agreement) by Mr. Tan and Jifen will not result in any violation of, be in conflict with, or constitute a default under, or give any Person rights of termination, amendment acceleration or cancellation under, any Contract to which Mr. Tan is a party.

Schedule IV.ĚýSchedule IV of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with Schedule IV attached hereto.

Schedule IVĚýcontains the audited (i) consolidated balance sheets, (ii) consolidated profit and loss statements and (iii) consolidated cash flow statements of CTS as of March 31, 2003 and March 31, 2004 together with the accompanying notes to the financial statements and an auditor’s report without any qualifications (collectively, the “Financial Statementsâ€�). The Financial Statements:

Schedule IV.ĚýThe Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Statutory Prospectus, the Prospectus as amended or supplemented, the Pricing Disclosure Package, any Issuer Free Writing Prospectus, any â€�issuer informationâ€� (as defined in Rule 433(h)(2) under the Act) filed or required to be filed pursuant to Rule 433(d) under the Act and any other prospectus relating to the Designated Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Statutory Prospectus, the Pricing Disclosure Package, the Prospectus as amended or supplemented, any Issuer Free Writing Prospectus, any other prospectus relating to the Designated Securities or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use therein.

Schedule IV.ĚýThe Corporation shall have the authority, exercisable by its Board of Directors, to issue up to 75,000,000 shares of common stock, par value $.01 per share, and to issue up to 2,500,000 shares of preferred stock, par value $.01 per share. The Board of Directors shall have the authority to specify the preferences, limitations and relative rights (within the limits set forth in Section 33-6-101 of the South Carolina Business Corporation Act of 1988, or any successor provision or redesignation thereof, as applicable) of the preferred stock or one or more series within the class of preferred stock. Without limiting the foregoing, and notwithstanding anything to the contrary in these Article of Incorporation with respect to directors generally, whenever the holders of preferred stock, or one or more series of preferred stock, issued by the Corporation shall have the right, voting separately or together by class or series, to elect one or more directors at an annual or special meeting of shareholders, the election, term of office, terms of removal, filling of vacancies and other features of such directorship(s) shall be governed by the rights of such preferred stock as set forth in the articles of amendment adopted by the Board of Directors that determines the preferences, limitations and relative rights of such class or series. Except as otherwise required by law, holders of preferred stock, including any series of preferred stock, shall be entitled only to such voting rights, if any, as shall be expressly granted thereto by these Articles of Incorporation. References to “these Articles of Incorporationâ€� refer to the Corporation’s Articles of Incorporation, as the same shall be amended from time to time, including, without limitation, amendments adopted by the Board of Directors that determine the preferences, limitations and relative rights of the preferred stock or one or more series within the class of preferred stock.

Schedule IV.ĚýL.1(i) sets forth a list of each Employee Benefit Plan and each Foreign Plan; (ii) except as would not result in a material liability to the Company, each Employee Benefit Plan and each Foreign Plan complies in form and in operation, and has been administered in accordance with, its terms and the applicable requirements of ERISA, the Code and other applicable laws; and (iii) there is no claim, suit or other proceeding (including investigations by a governmental entity) pending, or to the Company’s knowledge, threatened with respect to any Employee Benefit Plan or Foreign Plan, other than ordinary and routine claims for benefits.

Schedule IV.ĚýNo Conflicts

Schedule IV.ĚýR also lists all real estate used by the Völkl Group Companies pursuant to lease or similar agreements which are also listed in Schedule IV.R. No person or entity has any option (Ankaufsrecht or Kaufsrecht) to purchase the real estate (or any portion thereof or any interest therein) owned by BIL GrundstĂĽcksverwaltungs GmbH & Co. WEDA KG. Due to the transactions contemplated by this Agreement and the Ancillary Documents, no payment to any of the lessors will become due or accelerated and no termination right of any lessor will arise. None of the lessors has threatened to terminate or terminated the respective lease agreement due to the transactions contemplated by this Agreement and the Ancillary Documents.