exv10w9



 





EXECUTION COPY




Exhibit 10.9




FIFTH AMENDMENT




     FIFTH AMENDMENT (this “Amendment”), dated as of December 5, 2007, to the Amended and
Restated Credit Agreement dated as of June 3, 2005 (the “Credit Agreement”), among
Quiksilver, Inc., a Delaware corporation, Quiksilver Americas, Inc., a California corporation, the
several banks and other institutions from time to time parties thereto (the “Lenders”),
Bank of America, N.A., as documentation agent, Union Bank of California, N.A., as syndication
agent, JPMorgan Chase Bank, N.A., as US administrative agent for the US Lenders thereunder (in such
capacity, the “US Administrative Agent”), JPMorgan Chase Bank, N.A., London Branch, as an
alternate currency fronting lender, J.P. Morgan Europe Limited, as alternate currency fronting
agent (in such capacity, the “Alternate Currency Fronting Agent”), and JPMorgan Chase Bank,
N.A., Toronto Branch, as Canadian administrative agent for the Canadian Lenders (in such capacity,
the “Canadian Administrative Agent”).



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made,
certain loans and other extensions of credit to the Borrowers;



     WHEREAS, the Borrowers have requested that certain provisions of the Credit Agreement be
amended as set forth herein; and



     WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein;



     NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the
undersigned hereby agree as follows:



     I. Defined Terms. Terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.



     II. Amendments to Section 1.1. The following definitions are hereby inserted in
appropriate alphabetical order:



     “Cleveland Golf Sale”: the sale by Rossignol Ski Company, Inc. of 100% of the capital
stock owned by it of Cleveland Golf, Riviera SNC, Cleveland Golf Canada Corp. and Cleveland Golf
Asia YK (collectively, the “Cleveland Golf Entities”) in accordance with the terms of the
Cleveland Golf Sale SPA.



     “Cleveland Golf Sale SPA”: that certain Stock Purchase Agreement, effective October
30, 2007, as amended by that certain Amendment No. 1, by and among Quiksilver, Rossignol Ski
Company, Inc., Cleveland Golf and SRI Sports Limited.



     III. Amendment to Section 6.4. Section 6.4 is hereby amended by inserting the phrase
“and Quiksilver and its Subsidiaries may consummate the Cleveland Golf Sale” immediately prior to
the “.” at the end of said Section.



 









 





     IV. Amendment to Section 6.5. Section 6.5 is hereby amended by (1) inserting the
phrase “(A)” prior to the word “unless” and (2) adding the phrase “and (B) except for the Cleveland
Golf Sale” prior to the “.” at the end of said Section.



     V. Amendment to Section 6.7. Section 6.7 is hereby amended by (1) deleting the “and”
at the end of clause (k), (2) deleting the “.” at the end of clause (l) and substituting in lieu
thereof the phrase “; and” and (3) inserting a new clause (m) to read as follows:




“(m) investments by Quiksilver or the US Borrower in Foreign Subsidiaries made with
the Net Proceeds of the Cleveland Golf Sale and in an aggregate amount not to exceed
the Net Proceeds of the Cleveland Golf Sale minus the amount of the
reduction in the Borrowing Base attributable to the Cleveland Golf Sale.”



     VI. Amendment to Section 6.8. Section 6.8 is hereby amended by inserting the
parenthetical “(it being agreed that the restructuring of the Cleveland Golf Entities pursuant to
the terms of the Cleveland Golf SPA is allowed pursuant to the terms of this Section 6.8)”
immediately prior to the “.” at the end of said Section.



     VII. Effective Date. This Amendment shall become effective on the date (the
“Effective Date”) on which the Borrowers and the requisite Lenders under the Credit
Agreement shall have duly executed and delivered to the US Administrative Agent this Amendment.



     VIII. Representations and Warranties. The Borrowers hereby represent and warrants
that (a) each of the representations and warranties in Article III of the Credit Agreement shall
be, after giving effect to this Amendment, true and correct in all material respects as if made on
and as of the Effective Date (unless such representations and warranties are stated to relate to a
specific earlier date, in which case such representations and warranties shall be true and correct
in all material respects as of such earlier date) and (b) after giving effect to this Amendment, no
Default or Event of Default shall have occurred and be continuing.



     IX. Releases. The Lenders hereby agree that upon the consummation of the Cleveland
Golf Sale (the “Cleveland Golf Sale Effective Date”), Cleveland Golf shall be released from
any liability under the US Guarantee and the other Loan Documents to which it is a party. Also,
the Lenders acknowledge that on the Cleveland Golf Sale Effective Date, the assets sold pursuant to
the Cleveland Golf Sale and the assets of Cleveland Golf shall be released free and clear of the
Lien and security interest under the Security Agreement. The Administrative Agent will, from and
after the Cleveland Golf Sale Effective Date, deliver any collateral (including any chattel paper,
certificated securities or instruments) then in its possession and any termination statements or
documents as the US Borrower may from time to time reasonably request to effectuate, or reflect of
public record, the release and discharge of the security interests pursuant to the terms of the
Security Agreement. The US Borrower is, from and after the Cleveland Golf Sale Effective Date,
authorized to file UCC-3 termination statements for each of the UCC financing statements naming
Cleveland Golf as debtor relating to the liens securing the Obligations under the Credit Agreement
and the other Loan Documents. All of the foregoing deliveries shall be at the expense of the US
Borrower, with no liability to the Administrative Agent or any Lender, and with no representation
or warranty by, or recourse to, the Administrative Agent or any Lender.



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     X. No Other Amendments; Confirmation. Except as expressly amended hereby, the
provisions of the Credit Agreement, as amended and restated, are and shall remain in full force and
effect.



     XI. Governing Law. This Amendment and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with, the laws of the
State of New York.



     XII. Counterparts. This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.



[signature pages follow]




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     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by
their duly authorized officers as of the date first above written.



	 	 	 	 	 	 	 
	 	 	QUIKSILVER, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	QUIKSILVER AMERICAS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Fifth Amendment Signature Page





 









 








	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as US	 	 
	 	 	Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Fifth Amendment Signature Page





 









 








	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as	 	 
	 	 	Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Fifth Amendment Signature Page





 









 








	 	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A., as	 	 
	 	 	Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Fifth Amendment Signature Page




 









 








	 	 	 	 	 	 	 
	 	 	ALLIED IRISH BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Fifth Amendment Signature Page




 









 








	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Fifth Amendment Signature Page





 









 








	 	 	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL	 	 
	 	 	ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Fifth Amendment Signature Page




 









 








	 	 	 	 	 	 	 
	 	 	ISRAEL DISCOUNT BANK OF NEW	 	 
	 	 	YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






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	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	
      
	 	 
	 
	 	 	 	
     
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Fifth Amendment Signature Page




 









 








	 	 	 	 	 	 	 
	 	 	NATIXIS (F/K/A NATEXIS BANQUES	 	 
	 	 	POPULAIRES)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 





Fifth Amendment Signature Page




 









 








	 	 	 	 	 	 	 
	 	 	BNP-PARIBAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 





Fifth Amendment Signature Page




 









 








	 	 	 	 	 	 	 
	 	 	SOCIETE GENERALE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 





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	 	 	SUMITOMO MITSUI BANKING	 	 
	 	 	CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 





Fifth Amendment Signature Page




 









 








     The US Guarantors hereby consent and agree to this Amendment as of the date hereof and
reaffirm their obligations under the US Security Agreement, the US Guarantee and the other Loan
Documents to which they are party.



	 	 	 	 	 	 	 
	 	 	QS RETAIL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	QS WHOLESALE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DC SHOES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HAWK DESIGNS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MERVIN MANUFACTURING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FIDRA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ROSSIGNOL SKI COMPANY	 	 
	 	 	INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 





Fifth Amendment Signature Page




 









 








	 	 	 	 	 	 	 
	 	 	SKIS DYNASTAR, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ROGER CLEVELAND GOLF COMPANY,	 	 
	 	 	INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 





Fifth Amendment Signature Page