exv10w3



 





Exhibit 10.3




SIXTH AMENDMENT




     SIXTH AMENDMENT (this “Amendment”), dated as of February 14, 2008, 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”).



WITNESSETH:




     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:



          “Pilot SAS”: Pilot SAS, a Société par Actions Simplifiée and a wholly-owned indirect
subsidiary of Quiksilver.




          “Pilot SAS Facility”: that certain unsecured one-year credit agreement (Contrat
d’ouverture d’un crédit de Trésorerie à 364 jours), dated as of [___________, ___], 2008 among Pilot
SAS, Crédit Lyonnais SA, BNP Paribas SA and Société Générale SA .




     III. Amendments to Section 6.2. Section 6.2 is hereby amended by (1) deleting the
“and” at the end of clause (m), (2) deleting the “.” at the end of clause (n) and substituting in
lieu thereof the phrase “; and”, and (3) inserting a new clause (o) to read as follows:




“(o) Guarantee Obligations of Quiksilver in connection with the Pilot SAS Facility
in an amount not to exceed the US Dollar Equivalent of €130,000,000.”



 









 





     IV. Amendment to Section 6.8. Section 6.8 is hereby amended by inserting the
parenthetical “(other than the transactions permitted under Section 6.2(o) hereof)” immediately
after the phrase “enter into any transaction”.



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



     VI. Representations and Warranties. (i) The Borrowers hereby represent and warrant
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. (ii) The Borrowers hereby
represent and warrant that they will deliver, or cause to be delivered, to the US Administrative
Agent and the Lenders a copy of the fully executed Pilot SAS Facility as soon as available but in
any event within 5 days after execution thereof.



     VII. 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.



     VIII. 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.



     IX. 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]




 









 





     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:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as US 

Administrative Agent and as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as 

Documentation Agent and as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A., as 

Syndication Agent and as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	ALLIED IRISH BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	ISRAEL DISCOUNT BANK OF NEW YORK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	NATIXIS (F/K/A NATEXIS BANQUES POPULAIRES)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	BNP-PARIBAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	SOCIETE GENERALE

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth 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:  	 	 
	 



Sixth Amendment Signature Page




 









 








	 	 	 	 	 
	 	SKIS DYNASTAR, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Sixth Amendment Signature Page