exv10w1






Exhibit 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     This First Amendment to Credit Agreement (this “First Amendment”) dated as of August
27, 2010 is entered into among:



     QUIKSILVER AMERICAS, INC., a California corporation (the “Lead Borrower”);



     QUIKSILVER CANADA CORP., a Nova Scotia unlimited liability company (the “Canadian
Borrower”),



     the Persons named on Schedule 1.01 hereto (collectively, with the Lead Borrower, the
“Domestic Borrowers”);



     QUIKSILVER, INC., a Delaware corporation (the “Parent”);



     the Persons named on Schedule 1.02 hereto (collectively, the “Guarantors”);



     the Lenders party hereto;



     BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;



     BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent, Swing Line Lender
and L/C Issuer; and



     BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agents;




	 	 	in consideration of the mutual covenants herein contained and benefits to be derived
herefrom.





WITNESSETH:




     Reference is made to that certain Credit Agreement dated as of July 31, 2009 (as amended,
modified, supplemented or restated and in effect from time to time, the “Credit Agreement”)
by and among (i) Quiksilver Americas, Inc., as the Lead Borrower for itself and the other Borrowers
party thereto, (ii) such other Borrowers, (iii) Quiksilver Canada Corp., as the Canadian Borrower,
(iv) the Guarantors party thereto, (v) the Administrative Agent, (vi) the Co-Collateral Agents and
(vii) the Lenders party thereto.



     The Borrowers have requested that certain modifications be made to the Credit Agreement to,
among other things, reduce the Aggregate Total Commitments and pricing. The Lenders have agreed to
such modifications on the terms set forth herein.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained and benefits to be
derived herefrom, the parties hereto agree as follows:




	1.	 	Definitions. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement.






	2.	 	Amendment to Title Page. The reference to Joint Lead Arrangers and Joint Bookrunners
on the title page of the Credit Agreement shall mean and refer solely to Banc of America
Securities LLC as Sole Lead Arranger and Sole Bookrunner.




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	3.	 	Amendments to Article I. The provisions of Article I of the Credit Agreement are
hereby amended as follows:






	 	a.	 	The following definitions are hereby added to Article I in appropriate
alphabetical order:
	 
	 	 	 	“Additional Borrowing Base Reserve” means a Reserve with respect to the
Domestic Borrowing Base in the amount of the then outstanding principal amount of
term loans under the US Term Loan Credit Agreement to the extent such term loan has
not been repaid, refinanced or otherwise satisfied 90 days prior to its scheduled
maturity date.
	 
	 	 	 	“First Amendment Effective Date” means August 27, 2010.
	 
	 	b.	 	The definition of “Accelerated Borrowing Base Delivery Event” is hereby deleted
in its entirety and the following substituted in its stead:
	 
	 	 	 	“Accelerated Borrowing Base Delivery Event” means either (i) the occurrence
and continuance of any Event of Default, or (ii) the failure of the Borrowers to
maintain Domestic Availability at least equal to the greater of (x) fifteen percent
(15%) of the Total Loan Cap or (y) $15,000,000. For purposes of this Agreement, the
occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed
continuing (i) so long as such Event of Default is continuing, and/or (ii) if the
Accelerated Borrowing Base Delivery Event arises as a result of the Domestic
Borrowers’ failure to maintain Domestic Availability as required in clause (ii) of
the immediately preceding sentence, until Domestic Availability has equaled or
exceeded the greater of (x) fifteen percent (15%) of the Total Loan Cap or (y)
$15,000,000, for sixty (60) consecutive calendar days, in which case an Accelerated
Borrowing Base Delivery Event shall no longer be deemed to be continuing for
purposes of this Agreement.
	 
	 	c.	 	The definition of “Adjustment Date” is hereby amended by the addition
of the following at the end thereof:
	 
	 	 	 	The first Adjustment Date after the First Amendment Effective Date shall be February
1, 2011.
	 
	 	d.	 	The definition of “Aggregate Domestic Commitments” is hereby amended by
deleting the last sentence of such definition and substituting the following in its
stead:
	 
	 	 	 	As of the First Amendment Effective Date, the Aggregate Domestic Commitments are
$135,000,000.
	 
	 	e.	 	The definition of “Aggregate Total Commitments” is hereby amended by deleting
the last sentence of such definition and substituting the following in its stead:
	 
	 	 	 	As of the First Amendment Effective Date, the Aggregate Total Commitments are
$150,000,000.
	 
	 	f.	 	The definition of “Applicable Margin” is hereby deleted in its entirety and the
following substituted in its stead:
	 
	 	 	 	“Applicable Margin” means:




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          From and after the First Amendment Effective Date until the first Adjustment
Date after the First Amendment Effective Date, the percentages set forth in Level II
of the pricing grid below, unless the Average Daily Domestic Availability
requirements for Level II (or lower) have not been satisfied, in which event the
Applicable Margin shall be set at Level III. In no event shall the Applicable
Margin be set at Level I prior to the first Adjustment Date (even if the Average
Daily Domestic Availability requirements for Level I have been satisfied); and




          From and after the first Adjustment Date, the Applicable Margin shall be
determined from the following pricing grid based upon the Average Daily Domestic
Availability for the most recent Fiscal Quarter ended immediately preceding such
Adjustment Date; provided however, that notwithstanding anything to
the contrary set forth herein, upon the occurrence of an Event of Default, any Agent
may, and the Administrative Agent shall at the direction of the Required Lenders,
immediately increase the Applicable Margin to the percentage set forth in Level III
which shall apply for so long as such Event of Default is continuing (even if the
Average Daily Domestic Availability requirements for a different Level have been met
and without limiting the right of the Administrative Agent or the Required Lenders
to charge interest at the Default Rate as provided in Section 2.08(b));
provided further that, if any Borrowing Base Certificate is at any
time restated or otherwise revised (including as a result of an audit) or if the
information set forth in any such Borrowing Base Certificate otherwise proves to be
false or incorrect such that the Applicable Margin would have been higher than was
otherwise in effect during any period, without constituting a waiver of any Default
or Event of Default arising as a result thereof, interest due under this Agreement
shall be immediately and retroactively recalculated at such higher rate for any
applicable periods and shall be due and payable (to the extent not already paid) on
demand.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Average Daily Domestic	 	LIBOR	 	Domestic Prime	 	Canadian Prime	 	BA Rate
	Level	 	Availability	 	Margin	 	Rate Margin	 	Rate Margin	 	Margin
	I	 	Equal to or greater
than 66%
 of the Total Loan Cap
	 	 	2.50	%	 	 	1.50	%	 	 	2.00	%	 	 	2.50	%
	II	 	Less than 66%, but
equal to or
greater
than 33%, of the Total 
Loan Cap
	 	 	2.75	%	 	 	1.75	%	 	 	2.25	%	 	 	2.75	%
	III	 	Less than 33% of the Total
 Loan Cap
	 	 	3.00	%	 	 	2.00	%	 	 	2.50	%	 	 	3.00	%







	 	g.	 	The definition of “Applicable Rate” is hereby deleted in its entirety and the
following substituted in its stead:
	 
	 	 	 	“Applicable Rate” means, (i) with respect to Commercial Letters of Credit,
at any time of calculation, a per annum rate equal to the Applicable Margin for
Loans which are LIBO Rate Loans minus 0.50%, and (ii) with respect to Standby
Letters of Credit, at any time of calculation, a per annum rate equal to the
Applicable Margin for Loans which are LIBO Rate Loans.




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	 	h.	 	The definition of “Appraisal Percentage” is hereby deleted in its entirety and
the following substituted in its stead:
	 
	 	 	 	“Appraisal Percentage” means ninety percent (90%).
	 
	 	i.	 	The definition of “Arrangers” is hereby deleted in its entirety and the
following substituted in its stead:
	 
	 	 	 	“Arrangers” means Banc of America Securities LLC, in its capacity as sole
lead arranger. All references to the “Arrangers” shall mean and refer to the
“Arranger”.
	 
	 	j.	 	The definition of “Availability Condition” is hereby deleted in its entirety
and the following substituted in its stead:
	 
	 	 	 	“Availability Condition” means at the time of determination with respect to
any specified transaction or payment, Domestic Availability immediately preceding,
and on a pro forma basis on the date thereof and a projected basis for the twelve
(12) months immediately following, such transaction or payment was, and is projected
to be, equal to or greater than the greater of (a) twenty percent (20%) of the Total
Loan Cap and (b) $20,000,000.
	 
	 	k.	 	The definition of “Availability Reserves” is hereby amended by the addition of
the following text in the fifth to last line, immediately after the text “(x) Dilution
Reserves”:
	 
	 	 	 	and (xi) Additional Borrowing Base Reserve.
	 
	 	l.	 	The definition of “Cash Dominion Event” is hereby deleted in its entirety and
the following substituted in its stead:
	 
	 	 	 	“Cash Dominion Event” means either (i) the occurrence and continuance of any
Event of Default, or (ii) the failure of the Borrowers to maintain Domestic
Availability for three (3) consecutive Business Days at least equal to the greater
of (x) fifteen percent (15%) of the Total Loan Cap or (y) $15,000,000. For purposes
of this Agreement, the occurrence of a Cash Dominion Event shall be deemed
continuing (i) so long as such Event of Default is continuing, and/or (ii) if such
Cash Dominion Event arises as a result of the Borrowers’ failure to maintain
Domestic Availability as required under clause (ii) of the immediately preceding
sentence, until Domestic Availability is at least equal to the greater of (x)
fifteen percent (15%) of the Total Loan Cap or (y) $15,000,000 for sixty (60)
consecutive calendar days; in which case a Cash Dominion Event shall no longer be
deemed to be continuing for purposes of this Agreement; provided that a Cash
Dominion Event shall be deemed continuing (even if an Event of Default is no longer
continuing and/or Domestic Availability exceeds the required amount for sixty (60)
consecutive calendar days) at all times after a Cash Dominion Event has occurred and
been discontinued on three (3) occasions after the Closing Date.
	 
	 	m.	 	The definition of “Change in Law” is hereby amended by the addition of the
following text at the end thereof:
	 
	 	 	 	A Change in Law shall not include the application or effect of any regulations
promulgated and any interpretation or other guidance issued in connection with
Sections 1471 or 1472 of the Code.




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	 	n.	 	The definition of “Covenant Compliance Event” is hereby deleted in its entirety
and the following substituted in its stead:
	 
	 	 	 	“Covenant Compliance Event” means, as of any date, Domestic Availability at
any time is less than the greater of (x) fifteen percent (15%) of the Total Loan Cap
or (y) $15,000,000. For purposes hereof, the occurrence of a Covenant Compliance
Event shall be deemed continuing until Domestic Availability is at least equal to
the greater of (x) fifteen percent (15%) of the Total Loan Cap or (y) $15,000,000
for sixty (60) consecutive calendar days, in which case a Covenant Compliance Event
shall no longer be deemed to be continuing for purposes of this Agreement.
	 
	 	o.	 	 The definition of “Credit Card Advance Rate” is hereby deleted in its entirety
and the following substituted in its stead:
	 
	 	 	 	“Credit Card Advance Rate” means ninety percent (90%).
	 
	 	p.	 	The following text contained in the definition of “Eligible Assignee” is hereby
deleted in its entirety:
	 
	 	 	 	provided that notwithstanding the foregoing, “Eligible Assignee” shall not
include the Parent or any of its Subsidiaries or other Affiliates, or the US Term
Loan Agent or the Euro Term Loan Agent, or any of their respective Lender Affiliates
or Subsidiaries except in connection with the exercise of the purchase right, as set
forth in Section 5.4 of the Intercreditor Agreement
	 
	 	 	 	and the following substituted in its stead:
	 
	 	 	 	provided that notwithstanding the foregoing, “Eligible Assignee” shall not
include the Parent or any of its Subsidiaries or other Affiliates, or the US Term
Loan Agent or the Euro Term Loan Agent, or any of their respective Lender Affiliates
or Subsidiaries (except to the extent that the US Term Loan Agent or the Euro Term
Loan Agent is Bank of America, N.A. in connection with any Permitted
Amendment/Refinancing and except in connection with the exercise of the purchase
right, as set forth in Section 5.4 of the Intercreditor Agreement)
	 
	 	q.	 	The definition of “Excluded Taxes” is hereby amended by deleting the “.” at the
end of such definition and inserting the following in its stead:
	 
	 	 	 	, and (e) any tax that is attributable to any Lender’s failure or inability to take
any action (including entering into an agreement with the IRS), comply with any
information gathering or reporting requirements, or to provide the Lead Borrower
(with a copy to the Administrative Agent) with appropriate certification, in each
case, if such compliance or certificate is required to obtain exemption from any
United States federal withholding taxes under Sections 1471 or 1472 of the Code and
any regulations promulgated thereunder and any interpretation or other guidance
issued in connection therewith.
	 
	 	r.	 	The definition of “Fee Letter” is hereby amended by the addition of the
following text at the end thereof:




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	 	 	 	As of the First Amendment Effective Date, “Fee Letter” means the letter agreement,
dated August 11, 2010, among the Lead Borrower, the Parent, the Administrative Agent
and the Arranger.
	 
	 	s.	 	The definition of “LIBO Rate” is hereby amended by the deletion of the
following text contained in such definition:
	 
	 	 	 	, provided that there shall be a two percent (2%) floor on the LIBO Rate for LIBO
Rate Loans with a one (1) or two (2) month Interest Period, and provided further
that LIBO Rate Loans may be requested by the Lead Borrower or the Canadian Borrower
at the three (3) month LIBO Rate for one (1) or two (2) month Interest Periods
	 
	 	t.	 	The definition of “Maturity Date” is hereby deleted in its entirety and the
following substituted in its stead:
	 
	 	 	 	“Maturity Date” means August 27, 2014.
	 
	 	u.	 	The definition of “Payment Conditions” is hereby deleted in its entirety and
the following substituted in its stead:
	 
	 	 	 	“Payment Conditions” means, at the time of determination with respect to any
specified transaction or payment, that (a) no Default or Event of Default then
exists or would arise as a result of entering into such transaction or the making
such payment, and (b) the Availability Condition has been satisfied, and (c) the
Consolidated Fixed Charge Coverage Ratio, calculated for the Measurement Period most
recently ended for which financial statements have been (or were required to be)
delivered pursuant to Section 6.01 is (x) with respect to any Restricted
Payment, equal to or greater than 1.15:1.0, immediately preceding, and on a pro
forma basis on the date thereof, after giving effect to such dividend or repurchase
and (y) with respect to any Investments or Acquisitions or any voluntary
prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness
(other than Subordinated Indebtedness), equal to or greater than 1.1:1.0, in each
case, immediately preceding, and on a pro forma basis on the date thereof, after
giving effect to such transaction or payment. Prior to undertaking any transaction
or payment which is subject to the Payment Conditions, the Lead Borrower shall
deliver to the Administrative Agent evidence of satisfaction of the conditions
contained in clauses (b) and (c) in the preceding sentence on a basis (including,
without limitation, giving due consideration to results for prior periods)
reasonably satisfactory to the Agents. For all calculations of the Consolidated
Fixed Charge Coverage Ratio during the first year following the First Amendment
Effective Date, Consolidated Interest Charges relating to the Term Loans shall be
calculated based on the amount of cash interest that would have been expended had
the Term Loans been at a $30,000,000 principal balance for the applicable
Measurement Period or, if less, the actual principal amount of Term Loans
outstanding during such Measurement Period or any portion thereof.
	 
	 	v.	 	The definition of “Permitted Amendment/Refinancing” is hereby deleted in its
entirety and the following substituted in its stead:
	 
	 	 	 	“Permitted Amendment/Refinancing” means, in respect of any Indebtedness, any
amendments, restatements, refinancings, refundings, renewals, extensions or
replacements of such Indebtedness; provided that (i) the principal amount of such
Indebtedness is not increased at the time of such amendment, restatement,
refinancing,





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	 	 	 	refunding, renewal, extension or replacement except by an amount equal to any
premium or other amount paid, interest then due, and fees and expenses incurred, in
connection with such amendment, restatement, refinancing, refunding, renewal,
extension or replacement and by an amount equal to any existing commitments
unutilized thereunder, (ii) the result of such amendment, restatement, refinancing,
refunding, renewal, extension or replacement shall not be an earlier maturity date
or decreased weighted average life of such Indebtedness, and (iii) the terms
relating to collateral (if any) and subordination (if any), financial covenants,
mandatory prepayments, events of default, and interest, fees and other amounts
payable, of any such amended, restated, refinanced, refunded, renewed, extended or
replacement Indebtedness, and of any agreement entered into and of any instrument
issued in connection therewith, are not materially less favorable, when taken as a
whole, to the Loan Parties or the Lenders than the terms of the agreements and
instruments governing the Indebtedness being so amended, restated, refinanced,
refunded, renewed, extended or replaced; provided that (A) the interest rates in
effect on the Term Loans may be increased by a spread of no more than four percent
(4%) per annum in the aggregate above the interest rates applicable to the Term
Loans in effect as of the Closing Date (excluding fluctuations in underlying rate
indices and increases resulting from the accrual of interest at the default rate),
of which no more than two percent (2%) per annum shall be cash pay, and the balance
(to the extent applicable) shall be capitalized and paid at or after the initial
maturity of the Term Loans, and (B) the foregoing shall not prevent any payment in
the form of equity securities (not constituting Indebtedness) in consideration of
any such amendment, restatement, refinancing, refunding, renewal, extension or
replacement. Notwithstanding anything to the contrary contained herein,
Indebtedness under a credit agreement to be entered into among Bank of America,
N.A., as administrative agent on behalf of certain lenders, certain lenders party
thereto and certain of the Loan Parties, substantially in accordance with the terms
of a certain Summary of Indicative Terms and Conditions dated as of August 12, 2010,
the net proceeds of which are used, directly or indirectly, to repay in full the
outstanding Term Loans, shall be deemed a Permitted Amendment/Refinancing for all
purposes hereunder.
	 
	 	w.	 	The definition of “Permitted Investment” is hereby amended by inserting the
following immediately after clause (v) contained therein and immediately prior to the
proviso at the end of such definition:
	 
	 		 	(w) subject to the restrictions set forth in Section 7.07, the payment or
other satisfaction by the Loan Parties of Indebtedness owing by Mountain & Wave S.à
r.l. under the Euro Term Loan Credit Agreement and any Investment by any Loan Party
made to effect the payment or other satisfaction of Indebtedness owing by Mountain &
Wave S.à r.l. under the Euro Term Loan Credit Agreement;






	4.	 	Amendments to Article II. The provisions of Article II of the Credit Agreement are
hereby amended as follows:






	 	a.	 	As of the First Amendment Effective Date the grid in Section 2.09(a)(i) is
hereby deleted in its entirety and the following substituted in its stead:





	 	 	 	 	 
	Average Daily Total Domestic	 	 
	Outstandings	 	Domestic Commitment Fee
	Less than 50% of Aggregate Domestic Commitments
	 	 	0.50	%






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	Average Daily Total Domestic	 	 
	Outstandings	 	Domestic Commitment Fee
	Greater than or equal to 50% of Aggregate Domestic Commitments
	 	 	0.375	%







	 	b.	 	As of the First Amendment Effective Date the grid in Section 2.09(a)(ii) is
hereby deleted in its entirety and the following substituted in its stead:





	 	 	 	 	 
	Average Daily Total Canadian	 	 
	Outstandings	 	Canadian Commitment Fee
	Less than 50% of Aggregate Canadian Commitments
	 	 	0.50	%
	Greater than or equal to 50% of Aggregate Canadian Commitments
	 	 	0.375	%
	
	 	 	 	 







	 	c.	 	The provisions of Section 2.15 are hereby amended as follows:






	 	i.	 	The provisions of Section 2.15(a) of the Credit Agreement are
hereby amended by deleting the number “$50,000,000” appearing therein and
substituting the number “$100,000,000” in its stead and by deleting the number
“$10,000,000” appearing therein and substituting the number “$15,000,000” in
its stead.
	 
	 	ii.	 	Section 2.15(b) of the Credit Agreement is hereby deleted in
its entirety and the following substituted in its stead:






          (b)Lender Elections to Increase. Each Lender agreeing to
increase its Commitment is defined herein as an “Existing Increasing
Lender.



	 
	 	iii.	 	Section 2.15(c) of the Credit Agreement is hereby deleted in
its entirety and the following substituted in its stead:






          (c) Notification by Administrative Agent; Additional Commitment
Lenders. The Administrative Agent, in consultation with the Lead
Borrower, will use its reasonable efforts to arrange for Eligible Assignees
to become a Domestic Lender or Canadian Lender, as applicable, hereunder and
to issue commitments in an amount equal to the amount of the increase in the
Aggregate Total Commitments requested by the Lead Borrower (each such
Eligible Assignee issuing a commitment and becoming a Lender, an
“Additional Commitment Lender”), provided, however,
that without the consent of the Administrative Agent, at no time shall the
Commitment of any Additional Commitment Lender be less than $10,000,000.




	5.	 	Amendments to Article III. The provisions of Article III of the Credit Agreement are
hereby amended as follows:






	 	a.	 	The provisions of Section 3.01 of the Credit Agreement are hereby amended by
inserting the following at the end of such Section:
	 
	 	 	 	Each Lender shall promptly provide, upon reasonable request from the Lead Borrower
or the Administrative Agent, any additional information that the Lead Borrower or
the Administrative Agent needs in order for the Lead Borrower or the Administrative
Agent





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	 	 	 	to determine the amount of any applicable withholding taxes, including information
relating to compliance with Sections 1471 or 1472 of the Code and any regulations
promulgated thereunder and any interpretation or other guidance issued in connection
therewith.






	6.	 	Amendments to Article VI. The provisions of Article VI of the Credit Agreement are
hereby amended as follows:






	 	a.	 	The provisions of Section 6.02(c) of the Credit Agreement are hereby amended by
deleting the text “tenth (10th)” appearing therein and substituting the text
“fifteenth (15th)” in its stead.
	 
	 	b.	 	The provisions of Section 6.10(b) of the Credit Agreement are hereby amended by
deleting the text “thirty percent (30%)” appearing therein and substituting the text
“twenty-five percent (25%)” in its stead and by deleting the number “$45,000,000”
appearing therein and substituting the number “$25,000,000” in its stead.
	 
	 	c.	 	Section 6.13(f) of the Credit Agreement is hereby deleted in its entirety.






	7.	 	Amendments to Article VII. The provisions of Article VII of the Credit Agreement are
hereby amended as follows:






	 	a.	 	Section 7.07 of the Credit Agreement is hereby amended by deleting the “.” at
the end of such Section and inserting the following in its stead:
	 
	 	 	 	, and (f) the Loan Parties may prepay (and may make Investments in any Subsidiary to
effect prepayment of) up to an aggregate amount of $30,000,000 of the principal
amount outstanding under the Term Loans (together with accrued interest thereon)
with the use of cash on hand (but not, for the avoidance of doubt, with the proceeds
of a Borrowing), regardless of whether the Payment Conditions have been satisfied;
provided that at the time of determination with respect to any such
prepayment of the Term Loans (i) no Default or Event of Default then exists or would
arise as a result of the making of any such payment and (ii) the Availability
Condition is satisfied and evidence thereof reasonably satisfactory to the Agents
has been delivered to the Administrative Agent.
	 
	 	b.	 	Section 7.15(a) of the Credit Agreement is hereby amended by the addition of
the following text at the end thereof:
	 
	 	 	 	For all calculations of the Consolidated Fixed Charge Coverage Ratio during the
first year following the First Amendment Effective Date, Consolidated Interest
Charges relating to the Term Loans shall be calculated based on the amount of cash
interest that would have been expended had the Term Loans been at a $30,000,000
principal balance for the applicable Measurement Period or, if less, the actual
principal amount of Term Loans outstanding during such Measurement Period or any
portion thereof.
	 
	 	c.	 	Section 7.15(b) of the Credit Agreement is hereby deleted in its entirety.






	8.	 	Amendment to Schedules. Schedule 2.01 to the Credit Agreement is hereby
deleted in its entirety and a new Schedule 2.01 in the form annexed hereto substituted
in its stead.




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	9.	 	Commitment Reduction. On the First Amendment Effective Date, in accordance with
Section 2.06 of the Credit Agreement, the Aggregate Domestic Commitments shall be reduced to
$135,000,000 and any payments required to be made to the Domestic Lenders under such Section
2.06 shall be paid by the Domestic Borrowers. The Lenders waive the requirement contained in
said Section 2.06 that at least three Business Days prior written notice of such reduction be
furnished to the Administrative Agent.






	10.	 	Conditions to Effectiveness. This First Amendment shall become effective upon
satisfaction of each of the following conditions precedent:






	 	a.	 	This First Amendment shall have been duly executed and delivered by the Loan
Parties, the Agents and all of the Lenders, and the Administrative Agent shall have
received a fully executed copy hereof.
	 
	 	b.	 	The Administrative Agent shall have received reasonable and customary
opinions of counsel to the Borrowers and Guarantors, and evidence that all
requisite corporate and other action necessary for the valid execution, delivery and
performance by the Loan Parties of this First Amendment has been taken.
	 
	 	c.	 	The Borrowers shall have paid to the Administrative Agent fees in accordance
with the terms of the Fee Letter.
	 
	 	d.	 	As of the First Amendment Effective Date combined Domestic Availability and
Canadian Availability shall be equal to or greater than $40,000,000.






	11.	 	Confirmation of Representations and Warranties. Each Loan Party hereby represents
and warrants to the Agents and the Lenders that (a) the representations and warranties of such
Loan Party contained in Article III of the Credit Agreement, and in each other Loan Document
(after giving effect to the amendments set forth herein) to which it is a party are true and
correct in all material respects on and as of such date as though made on and as of such date,
except to the extent that such representations and warranties expressly relate solely to an
earlier date (in which case such representations and warranties are true and correct in all
material respects on and as of such date); (b) no Default or Event of Default has occurred and
is continuing or would result from the effectiveness of this First Amendment; and (c) no event
has occurred after July 30, 2010 that could reasonably be expected to have a material adverse
effect on the condition (financial or otherwise), operations, or assets of the Borrower and
Guarantors, taken as a whole.






	12.	 	Miscellaneous.






	 	a.	 	All terms and conditions of the Credit Agreement and the other Loan Documents,
as amended hereby, remain in full force and effect.
	 
	 	b.	 	The Borrowers shall pay on demand all reasonable and documented out-of-pocket
costs and expenses of the Agents incurred in connection with the preparation,
negotiation, execution and delivery of this First Amendment, including, without
limitation, reasonable and documented fees of their counsel (limited to (i) not more
than one primary counsel and necessary local counsel (limited to one local counsel per
jurisdiction) in the case of Bank of America, N.A., and (ii) not more than $10,000 to
be paid to counsel to GECC, inclusive of the fees, charges and disbursements).




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	 	c.	 	This First Amendment may be executed in several counterparts and by each party
on a separate counterpart, each of which when so executed and delivered, shall be an
original, and all of which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page hereto by telecopy or other electronic image
scan transmission (e.g., “pdf” or “tif” via e-mail) shall be as effective as delivery
of a manually executed counterpart hereof.
	 
	 	d.	 	This First Amendment expresses the entire understanding of the parties with
respect to the matters set forth herein and supersedes all prior discussions or
negotiations hereon.
	 
	 	e.	 	Any determination that any provision of this First Amendment or any application
hereof is invalid, illegal or unenforceable in any respect and in any instance shall
not affect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality or enforceability of any other provisions of this
First Amendment.
	 
	 	f.	 	THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIATIONS LAW).





[SIGNATURE PAGES FOLLOW]





11











 





     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as
the date first above written.



	 	 	 	 	 
	 	QUIKSILVER AMERICAS, INC.,

as the Lead Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DC SHOES, INC.,

as a Domestic Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	HAWK DESIGNS, INC.,

as a Domestic Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MERVIN MANUFACTURING, INC.,

as a Domestic Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	QS WHOLESALE, INC.,

as a Domestic Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	QS RETAIL, INC.,

as a Domestic Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	QUIKSILVER, INC.,

as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	QUIKSILVER CANADA CORP.,

as the Canadian Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	QS RETAIL CANADA CORP.,

as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent
and as a Co-Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A. (acting through its
Canada branch), as Canadian Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Domestic Lender,
L/C Issuer and Swing Line Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A. (acting through its
Canada branch), as a Canadian Lender, L/C
Issuer and Swing Line Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as a
Domestic Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as a
Canadian Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Schedule 1.01




DOMESTIC BORROWERS




	1.	 	Quiksilver Americas, Inc.






	2.	 	DC Shoes, Inc.






	3.	 	Hawk Designs, Inc.






	4.	 	Mervin Manufacturing, Inc.






	5.	 	QS Wholesale, Inc.






	6.	 	QS Retail, Inc.




 









 











Schedule 1.02




GUARANTORS OF OBLIGATIONS




	1.	 	Quiksilver, Inc.





GUARANTORS OF CANADIAN LIABILITIES





	2.	 	QS Retail Canada Corp.




 









 











Schedule 2.01




Domestic Commitments and Applicable Percentages



	 	 	 	 	 	 	 	 	 
	Domestic Lender	 	Commitment	 	Applicable Percentage
	Bank of America, N.A.
	 	$	67,500,000.00	 	 	 	50	%
	General Electric Capital
Corporation
	 	$	67,500,000.00	 	 	 	50	%
	TOTAL
	 	$	135,000,000.00	 	 	 	100	%






Canadian Commitments and Applicable Percentages




	 	 	 	 	 	 	 	 	 
	Canadian Lender	 	Commitment	 	Applicable Percentage
	Bank of America, N.A. (acting
through its Canada branch)
	 	$	7,500,000.00	 	 	 	50	%
	General Electric Capital
Corporation
	 	$	7,500,000.00	 	 	 	50	%
	TOTAL
	 	$	15,000,000.00	 	 	 	100	%