EX-10.4






Exhibit 10.4




Translation from the French




June 30, 2009




AMENDMENT NO. 4

TO THE CREDIT FACILITY AGREEMENT

DATED MARCH 14, 2008

(AS AMENDED BY AMENDMENT NO. 1 DATED AUGUST 14, 2008,

AMENDMENT NO. 2 DATED OCTOBER 30, 2008 AND AMENDMENT NO. 3

DATED MARCH 9, 2009)




by and among



BNP PARIBAS

CRÉDIT LYONNAIS

SOCIÉTÉ GÉNÉRALE

as Banks


and


BNP PARIBAS

as Security Agent (Agent des Sûretés)


and


SOCIÉTÉ GÉNÉRALE

as Credit Agent (Agent du Credit)


and


PILOT SAS

as Borrower


and


 






11, boulevard de la Madeleine

75001 Paris


















 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 - DEFINITIONS AND INTERPRETATIONS
	 	 	4	 
	 
	 	 	 	 
	1.1. Definitions
	 	 	4	 
	1.2. Interpretations
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 2 - MODIFICATION OF THE CREDIT FACILITY
	 	 	5	 
	 
	 	 	 	 
	2.1. Modification of article 2 of the Credit Facility
	 	 	5	 
	2.2. Modification of article 7.2 (Effective Global Rate) of the Credit Facility
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 3 - REPRESENTATIONS AND UNDERTAKINGS OF THE BORROWER AND QUIKSILVER, INC.
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 4 - CONDITIONS PRECEDENT
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 5 - INTERDEPENDANCE OF THE UNDERTAKINGS MADE BY EACH PARTY
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 6 - ARRANGEMENT FEE — ADVISORS’ FEES
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 7 - MODIFICATIONS — AMENDMENTS
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 8 - PARTIAL INVALIDITY
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 9 - APPLICABLE LEGAL REGIME
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 10 - COMPETENT JURISDICTION — DOMICILE
	 	 	8	 
	 
	 	 	 	 
	10.1. Competent jurisdiction
	 	 	8	 
	10.2. Domicile
	 	 	9	 
	 
	 	 	 	 
	SCHEDULE A CONDITIONS PRECEDENT
	 	 	11	 
	 
	 	 	 	 
	SCHEDULE B LIST OF SECURITIES FOR THE REFINANCING
	 	 	13	 







(i)












 





QUIKSILVER, INC.




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BETWEEN THE UNDERSIGNED:





	(1)	 	BNP PARIBAS, a corporation (société anonyme) with share capital of 2,508,353,266 €, whose
registered office is located 16, boulevard des Italiens, 75009 Paris, incorporated with the
Paris Trade and Companies Register under the unique identification number 662 042 449,
	 
	(2)	 	CRÉDIT LYONNAIS, a corporation (société anonyme) with share capital of 1,847,857,783 €, whose
registered office is located 18, rue de la République, 69002 Lyon and whose headquarters are
located 19, boulevard des Italiens, 75002 Paris, incorporated with the Lyon Trade and
Companies Register under the unique identification number 954 509 741,
	 
	(3)	 	SOCIÉTÉ GÉNÉRALE, a corporation (société anonyme) with share capital of 799,478,491.25 €,
whose registered office is located 29, boulevard Haussmann, 75009 Paris, incorporated with the
Paris Trade and Companies Register under the unique identification number 552 120 222,
(parties (1) to (3) above being collectively designated as the “Banks”),
	 
	(4)	 	BNP PARIBAS, as designated above, in the capacity of Security Agent pursuant to the terms and
conditions of the Credit Facility (Convention de Credit) (as defined below),
	 
	(5)	 	SOCIÉTÉ GÉNÉRALE, as designated above, in the capacity of Credit Agent pursuant to the terms
and conditions of the Credit Facility,
	 
	(6)	 	PILOT SAS, simplified form joint stock company (société par actions simplifiée) with share
capital of 124,813,632 €, whose registered office is located 26/28, rue Danielle Casanova,
75002 Paris, incorporated with the Paris Trade and Companies Register under the unique
identification number 070 501 374 (hereinafter, the “Borrower” or “Pilot”),
	 
	(7)	 	QUIKSILVER, INC., a company incorporated in the State of Delaware, whose registered office is
located 15202 Graham Street, Huntington Beach, California 92649, U.S.A. (hereinafter,
“Quiksilver, Inc.”).





WHEREAS:





	(A)	 	According to the terms and conditions of a facility agreement executed on March 14, 2008, as
modified by an amendment dated August 14, 2008 (“AMENDMENT NO. 1”), an amendment dated October
30, 2008 (“AMENDMENT NO. 2”) and an amendment dated March 9, 2009 (“AMENDMENT NO. 3”) (this
agreement, as modified, the “Credit Facility”), the Banks granted to the Borrower a renewable
credit of a maximum principal amount of €70,000,000.





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	(B)	 	According to the terms and conditions of Amendment No. 2, the Banks extended the term of the
Facility (as defined in the Credit Facility), reduced to a maximum principal amount of
€55,000,000, until March 14, 2009.
	 
	(C)	 	According to the terms and conditions of Amendment No. 3, the Banks again extended the term
of the Facility (as defined in the Credit Facility), until June 30, 2009.
	 
	(D)	 	Pursuant to a letter dated June 25, 2009, the Borrower and Quiksilver, Inc. have requested
the Banks to agree to grant another extension of the term of the Facility, until July 31,
2009.
	 
	(E)	 	The purpose of this Agreement is to define the terms and conditions of the extension of the
Credit requested by the Borrower and Quiksilver, Inc.





THE FOLLOWING HAS THEREFORE BEEN AGREED




ARTICLE 1 — DEFINITIONS AND INTERPRETATIONS





	1.1.	 	Definitions
	 
	(a)	 	For the purposes of the Agreement, except where otherwise stipulated, the terms and
expressions defined in the Preamble shall have the same meaning in the rest of the Agreement.
	 
	(b)	 	The terms and expressions used in the Agreement but not defined therein shall have the
meaning ascribed to them in the Credit Facility.
	 
	(c)	 	The following terms and expressions used in the Agreement shall, unless a different
interpretation is required by the context, have the following meaning:
	 
	 	 	“Agreement” means this amendment, the Preamble thereto and any potential amendments, which
form an integral part thereof;
	 
	 	 	“Effective Date” means June 30, 2009, subject to all of the conditions precedent listed in
Article 4 (Conditions Precedent) having been fulfilled, in accordance with the provisions
of the said article, at that date;
	 
	 	 	“Signing Date” means the date of signature of this Agreement by the parties.
	 
	1.2.	 	Interpretations





For purposes of this Agreement, except where a different interpretation is required by the context:



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	(a)	 	Any reference, within the Agreement, to an “Article”, a “Paragraph”, to the “Preamble” or to
a “Schedule” must, except where otherwise stipulated or when a different interpretation is
required by the context, be interpreted as being a reference to an article, a paragraph, a
preamble or a schedule to the Agreement.
	 
	(b)	 	Any reference, within the Agreement, to a document, a contract, a treaty (including the
Agreement) or a deed must be understood as being a reference to this document, this contract,
this treaty or this deed, as potentially modified or completed in accordance with the terms
and conditions of the Agreement and including, if applicable, any document, contract, treaty
or deed that may be substituted thereto via novation.





ARTICLE 2 — MODIFICATION OF THE CREDIT FACILITY





	2.1.	 	Modification of article 2 of the Credit Facility





The parties to this Agreement agree that, as from the Effective Date, subject to the fulfillment of
all of the conditions precedent cited at Article 4 (Conditions Precedent), article 2 (Amount and
Term) of the Credit Facility shall be deleted and replaced by the following new article:



“2. AMOUNT AND TERM



The Banks have made available to the Borrower, in accordance with the methods and conditions
defined in the Agreement, a Facility of a maximum amount of 70,000,000.00 euros (seventy million
euros), as from March 14, 2008 and for a term of six months. By Amendment No. 1 dated August 14,
2008, the Facility was extended until October 31, 2008.



At the Borrower’s request, by October 15, 2008 at the latest, this Facility could be renewed once,
by the unanimous decision of the Banks, up until March 14, 2009, date by which the capital and
interest must have been fully reimbursed.



On October 9, 2008, the Borrower requested an extension of the term of the Facility.




By Amendment No. 2 dated October 30, 2008, the Banks acted unanimously to extend the aforementioned
Facility, reduced to a maximum amount of 55,000,000 euros (fifty-five million euros) as from
October 30, 2008 up until March 14, 2009.



On March 9, 2009, the Borrower requested an extension of the term of the Facility.




By a unanimous decision, the Banks extend the aforementioned Facility up until June 30, 2009, the
amount in principal of the Facility remaining limited to 55,000,000 euros (fifty-five million
euros).



On June 25, 2009, the Borrower requested an extension of the term of the Facility.




- 5 -












 





By a unanimous decision, the Banks extend the aforementioned Facility up until July 31, 2009, the
amount in principal of the Facility remaining limited to 55,000,000 euros (fifty-five million
euros).



Each Bank participates in the Facility at the level of the amounts indicated in Schedule 1.



Each Bank undertakes, individually and without joint liability with the other Banks, to participate
in the Facility. The Banks cannot be held liable for any potential participation default and for
the failure of one or several of the other Banks.”




	2.2.	 	Modification of article 7.2 (Effective Global Rate) of the Credit Facility





The parties to this Agreement agree that, as from the Effective Date, article 7.2 (Effective Global
Rate) of the Credit Facility shall be replaced by the following new article:



“7.2 Effective Global Rate



As the Facility generates interest at a floating rate, it is impossible to calculate an Effective
Global Rate valid for the entire term of the Credit. However, the Credit Agent shall inform the
Borrower, by way of an example, that in the event of the utilization of the maximum Facility amount
as from the signature of the Agreement, and on the basis of all of the financial conditions
described herein and of the most recent level of the EURIBOR 3-month rate published on June 28,
2009, i.e., 1.12% per annum increased by 2.8% per annum, the period rate on this basis for an
Interest Period is 1.2157%. The Effective Global Rate, which is the annual rate in proportion to
the period rate, therefore reaches 4.86% per annum.



ARTICLE 3 — REPRESENTATIONS AND UNDERTAKINGS OF THE BORROWER AND QUIKSILVER, INC.





	(a)	 	In signing this Agreement, the Borrower and Quiksilver, Inc. acknowledge that the Banks agree
to extend the Facility for the sole purpose of enabling the global refinancing of the
financial indebtedness of the Borrower and its Subsidiaries that shall be implemented by July
31, 2009 at the latest (the “Refinancing”) as described in the draft term sheet under
negotiation drawn up by the Banks as mandated arrangers (the “Term Sheet”).
	 
	(b)	 	As a result, the Borrower and Quiksilver undertake to pursue the negotiations on the
finalization of the Term Sheet and the implementation in good faith of the Refinancing and,
for this purpose, henceforth confirm their agreement on (x) the minutes of the meeting of the
Médiation du Crédit of June 25, 2009 (as notified to the Pilot group and its Subsidiaries and
to the Banks in their capacity as authorized arrangers pursuant to the Refinancing by e-mail
dated June 30, 2009 (12:16 p.m.)), in connection with (i) the provisions relating to the
granting of certain guarantees and securities and (ii) the amortization profiles and (y) the
list of securities, as shown in Schedule B, to be granted in guarantee of the indebtedness of
Pilot and Na Pali in connection with the Refinancing.





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ARTICLE 4 — CONDITIONS PRECEDENT





	(a)	 	Subject to the provisions of paragraph (b) below, this Agreement shall become effective on
June 30, 2009 on condition that, as of this date:






	 	(i)	 	the Credit Agent has received all of the documents listed in Schedule A
(Conditions Precedent) and has confirmed in writing (thereby acting on the
instructions of all of the Banks) to the Borrower that such documents and certificates
are satisfactory, both in form and in content;
	 
	 	(ii)	 	the Credit Agent has received payment, on behalf of the Banks, of (i) all of
the amounts mentioned in paragraph (a) of Article 6 (Arrangement Fee — Advisors’
Fees) and (ii) all of the amounts payable pursuant to paragraph (b) of Article 6
(Arrangement Fee — Advisors’ Fees ) notified by the Credit Agent to the Borrower;
	 
	 	(iii)	 	the representations made by the Borrower at article 10 of the Credit
Facility are accurate;
	 
	 	(iv)	 	the Security mentioned at article 4 of the Credit Facility remains valid and
guarantees all of the amounts owed by the Borrower pursuant to the terms and
conditions of the Credit Facility (as modified by this Agreement);
	 
	 	(v)	 	no Prepayment Event has occurred; and
	 
	 	(vi)	 	no Material Adverse Event has occurred.






	(b)	 	In the event that the conditions precedent listed in paragraph (a) have not been fulfilled by
June 30, 2009, this Agreement shall lapse and the parties shall be released from any
obligation pursuant to this Agreement. As a result, all of the Drawings made on the Credit,
both in their principal and in interest, shall be due and payable as of June 30, 2009.





ARTICLE 5 — INTERDEPENDANCE OF THE UNDERTAKINGS MADE BY EACH PARTY





	(a)	 	The decisions and/or undertakings by each of the parties to this Agreement are made in
consideration of the decisions and/or undertakings of the other parties, such interdependence
of undertakings constituting an essential factor in the consent of each party, without which
such party would not have taken part in the present.
	 
	(b)	 	In particular, the performance by each party of its undertakings and/or obligations as of the
Effective Date is subject to the simultaneous performance of the respective undertakings
and/or obligations of the other parties to be performed at the said date.




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ARTICLE 6 — ARRANGEMENT FEE — ADVISORS’ FEES





	(a)	 	The Borrower shall pay an arrangement fee to the Credit Agent (on behalf of the Banks) by
June 30, 2009 at the latest, of an amount equal to 1.0% of the total amount of the outstanding
Credit as of the Signing Date. The Credit Agent shall pay to each of the Banks its part of
the said commission, in direct proportion to the participation of the said Bank in the Credit.
	 
	(b)	 	All expenses, costs and fees, notably attorneys’ fees and disbursements that will have been
incurred by the Banks in relation to the preparation and the execution of the Agreement, and
in particular for the drawing up of deeds and documents that must be drawn up in application
of the Agreement, shall be borne by Pilot, who agrees thereto.





ARTICLE 7 — MODIFICATIONS — AMENDMENTS




Any modification to this Agreement and to any other document related hereto must be the subject of
a written agreement between the parties.



This Agreement, as from its Effective Date, shall have the value of an amendment to the Credit
Facility. All other provisions of the Credit Facility not modified by this Agreement shall remain
unchanged and shall retain their full and entire effectiveness. It is stipulated that this
Agreement does not act as a novation to the Credit Facility and that the Surety shall retain its
full and entire effectiveness.



ARTICLE 8 — PARTIAL INVALIDITY




In the event of a provision of this Agreement becoming null and void, unlawful or not liable to be
enforced, in full or in part, such annulment or invalidity shall have no impact upon the other
provisions of this Agreement. In this case, the parties must immediately and in so far as is
possible replace the impacted stipulation with a similar provision that will comply as far as
possible with the financial aim of the impacted stipulation, in accordance with the spirit of this
Agreement.



ARTICLE 9 — APPLICABLE LEGAL REGIME




This Agreement shall be governed by and interpreted in accordance with French law.



ARTICLE 10 — COMPETENT JURISDICTION — DOMICILE





	10.1.	 	Competent jurisdiction





The Borrower and Quiksilver, Inc. irrevocably accept that any dispute relating to the validity,
interpretation or performance of this Agreement or arising therefrom shall be brought before the
Paris Commercial Courts.



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	10.2.	 	Domicile





For the performance of the present and the consequences thereof, the parties designate domicile as
follows:




	 	(i)	 	for BNP Paribas, at Centre d’Affaires Sud Atlantique Entreprises, Les Bureaux
de la Cité — 23 Parvis des Chartrons 33000 Bordeaux;
	 
	 	(ii)	 	for Credit Lyonnais, at the Direction Entreprises Dauphiné Savoie located 1,
rue Molière, 38000 Grenoble;
	 
	 	(iii)	 	for Société Générale, at its registered office as given hereinabove;
	 
	 	(iv)	 	for the Borrower, at its registered office as given hereinabove; and
	 
	 	(v)	 	for Quiksilver, Inc., at its registered office as given hereinabove.






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Executed in Saint-Jean-de-Luz, on June 30, 2009

on seven (7) original copies



	 	 	 	 	 	 	 
	BNP PARIBAS

	 	 
	 	BNP PARIBAS
	 	 
	as Bank

	 	 	 	as Security Agent	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 
	 	 	 	 	 	 
	CRÉDIT LYONNAIS
	 	 	 	 	 	 
	as Bank
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SOCIÉTÉ GÉNÉRALE

	 	 	 	SOCIÉTÉ GÉNÉRALE	 	 
	as Bank

	 	 	 	as Credit Agent	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 
	 	 	 	 	 	 
	PILOT SAS
	 	 	 	 	 	 
	as Borrower
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	QUIKSILVER, INC.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 






- 10 -













 





Schedule A




Conditions Precedent





	(a)	 	Delivery of a declaration signed by a legal representative of Pilot confirming that there has
been no termination of any financing arrangement whatsoever (of any kind whatsoever, including
the factoring agreement executed by Na Pali and certain of its Subsidiaries with GE
Factofrance and the short- or medium-term credit facilities listed in schedule 6 of the Credit
Facility) granted to Pilot and its Subsidiaries, and confirming the preservation of, the
short- or medium-term credit facilities listed in schedule 6 of the Credit Facility for the
maximum undertakings detailed in the said schedule.
	 
	(b)	 	Delivery of a deed confirming and reiterating the guarantee granted by Quiksilver, Inc. in
accordance with article 4 of the Credit Facility in order to ensure the maintenance of the
said guarantee, in connection with the extension granted pursuant to the terms and conditions
of the Agreement.
	 
	(c)	 	Delivery of a declaration signed by a legal representative of Pilot confirming:






	 	(i)	 	that no Prepayment Event has occurred and is continuing pursuant to the
Credit Facility; and
	 
	 	(ii)	 	that no Material Adverse Event has occurred pursuant to the Credit Facility.






	(d)	 	Payment to the Credit Agent (i) of the commissions owing pursuant to the paragraph (a) of
Article 6 (Arrangement Fee — Advisors’ Fees) and (ii) of the fees, costs and expenses of the
Banks’ legal advisers incurred as of the Date of Signature and of all of the sums owing
pursuant to Article 6 (Arrangement Fee — Advisors’ Fees) which have been notified by the
Credit Agent to the Borrower.
	 
	(e)	 	Payment to Société Générale, as documentation agent for the implementation of the
Refinancing, of the fees, costs and expenses of the Banks’ legal advisers pursuant to the
preparation, negotiation and finalization of the Term Sheet and any document that shall be
drawn up in accordance with the Term Sheet or for the purpose of refinancing incurred as of
the Date of Signature which have been notified by Société Générale to the Borrower.
	 
	(f)	 	Delivery of legal opinions by counsel to Pilot and Quiksilver, Inc. substantially in the form
of the opinions delivered on March 13, 2009, confirming (i) capacity and due authorization of
Pilot et Quiksilver, Inc., (ii) the validity and enforceability of the Guarantee
Acknowledgment, and that (iii) the signature of the Agreement and the provisions contained
therein are not contrary to and do not violate the ABL Agreement and the Indenture dated July
22, 2005 governing the Senior Notes,





- 11 -









 






	 	 	among Quiksilver, Inc., the subsidiary Guarantors party thereto and Wilmington Trust
Guarantor as Trustee.
	 
	(g)	 	Delivery of a copy certified exact by a legal representative of Pilot of the quarterly
consolidated balance sheet relating to the companies within the European perimeter of the
Quiksilver group as of April 30, 2009 (including a balance sheet and profit and loss account)
provided to Quiksilver, Inc. for US GAAP consolidation purposes.
	 
	(h)	 	Delivery of a list, certified by a legal representative of Pilot, of the financial
indebtedness of Pilot and Na Pali (authorizations and utilizations) as of June 15, 2009,
including details of the type of undertakings (notably long-, medium- and short-term
undertakings, undertakings made by signature (engagements de signature), letters of credit).
	 
	(i)	 	Delivery of a cash flow statement certified by a legal representative of Pilot for Pilot and
its Subsidiaries as of June 15, 2009.
	 
	(j)	 	Delivery of a current trading statement for Na Pali certified by a legal representative of
Pilot as of June 15, 2009.
	 
	(k)	 	Delivery of a copy certified exact by a legal representative of Pilot of the latest audited
annual financial statements (including a balance sheet and profit and loss account and the
opinion of the auditors) of QS Holdings Sàrl and Quiksilver Europa SL, it being specified that
the fiscal provisions featured in the financial statements of QS Holdings Sàrl are currently
in the process of being validated by this company’s managers.






- 12 -












 





Schedule B




List of Securities for the Refinancing




	 	 	 	 	 
	 
	 	 	 	 
	Transaction Security:1

	 	(a)
	 	First demand guarantee by (i)
Quiksilver, Inc. in favour of the
Lenders under Facility A to secure the
obligations of Pilot under Facility A
(the “Quiksilver Guarantee”), (ii) Newco
Europe in favour of the Lenders to
secure the obligations of Pilot and Na
Pali under the Facilities, (iii)
Quiksilver Europa SL in favour of the
Lenders to secure the obligations of
Pilot and Na Pali under the Facilities
and (iv) Pilot in favour of the Lenders
to secure the obligations of Pilot and
Na Pali under the Facilities.
	 
	 	 	 	 
	 

	 	(b)
	 	Luxemburg law first ranking pledge
by QS Holdings Sàrl in favour of the
Lenders over 100% of the ordinary shares
and restricted shares of Newco Europe to
secure the obligations of Pilot and Na
Pali under the Facilities;
	 
	 	 	 	 
	 

	 	(c)
	 	Spanish law first ranking pledge by
Newco Europe in favour of the Lenders
over 100% of the shares of Quiksilver
Europa SL to secure the obligations of
Pilot and Na Pali under the Facilities;
	 
	 	 	 	 
	 

	 	(d)
	 	French law first ranking pledge
(nantissement de compte titres) by
Quiksilver Europa SL in favour of the
Lenders over 100% of the ordinary shares
of Pilot and all other securities
whatsoever owned by it in Pilot and any
of its Subsidiaries to secure the
obligations of Pilot and Na Pali under
the Facilities;
	 
	 	 	 	 
	 

	 	(e)
	 	French law first ranking pledge
(nantissement de compte titres) by Pilot
in favour of the Lenders over the shares
and all securities whatsoever (including
ORAs, if any) owned by it in Na Pali and
any of its








 




			
	1	 	Granting of the Transaction Security also in favour of
the Hedge Counterparties to be discussed.





- 13 -









 





	 	 	 	 	 
	 

	 	 	 	Subsidiaries to secure the
obligations of Pilot and Na Pali under
the Facilities;
	 
	 	 	 	 
	 

	 	(f)
	 	French law first ranking pledge
(nantissement de compte titres) by Newco
Europe in favour of the Lenders over the
ORAs issued by Pilot to secure the
obligations of Pilot and Na Pali under
the Facilities;
	 
	 	 	 	 
	 

	 	(g)
	 	First ranking pledge by Na Pali in
favour of the Lenders under Facility B,
Facility C and the Revolving Facility
over the shares owned by it in the
Material Subsidiaries to secure the
obligations of Na Pali under Facility B,
Facility C and the Revolving
Facility;2
	 
	 	 	 	 
	 

	 	(h)
	 	First ranking pledge by Newco Europe
in favour of the Lenders and Société
Générale as holder of the SG Bonds over
the trademarks owned by it (such
trademarks to include those held by QS
Holdings Sàrl on the date hereof and
used by Pilot and its Subsidiaries) to
secure the obligations of Pilot and Na
Pali under the Facilities and the
obligations of QS Finance Sàrl under the
SG Bonds (as described in the minutes of
the meeting of the “Médiation du Crédit”
held on 25 June 2009);3 [List
of trademarks to be
finalized]4
	 
	 	 	 	 
	 

	 	(i)
	 	First ranking registered mortgage
(hypothèque conventionnelle inscrite) by
Na Pali in favour of the Lenders under
Facility B, Facility C and the Revolving
Facility over the walls of Na Pali’s
corporate seat in Saint-Jean-de-Luz to
secure the obligations of Na Pali under
Facility B, Facility C and the Revolving
Facility;
	 
	 	 	 	 
	 

	 	(j)
	 	French law first ranking pledges by
Na Pali in favour of the Lenders under
Facility B, Facility C and the Revolving
Facility over its on-going concerns
(fonds








 




			
	2	 	Governed by the law of the jurisdiction of
incorporation of the relevant Material Subsidiary.
	 
	3	 	Applicable law to be determined.
	 
	4	 	Memorandum on trademarks from in-house counsel to be
provided to the Lenders as soon as possible.





- 14 -









 





	 	 	 	 	 
	 

	 	 	 	de commerce) listed in Schedule 8
to secure the obligations of Na Pali
under Facility B, Facility C and the
Revolving Facility;
	 
	 	 	 	 
	 

	 	(k)
	 	First ranking pledges by the
Material Subsidiaries over their
on-going concern[s] to the extent
legally possible;5
	 
	 	 	 	 
	 

	 	(l)
	 	[Assignment by way of security by Na
Pali (cession Dailly à titre de
garantie) in favour of the Lenders under
Facility B, Facility C and the Revolving
Facility to secure its obligations under
Facility B, Facility C and the Revolving
Facility of:
	 
	 	 	 	 
	 

	 	 	 	(a)  the commercial receivables
originated by it which do not fall
within the scope of the factoring
programme entered into on 22 August 2008
between Na Pali and GE Facto France
pursuant to an AR Financing Contract N°
12692 (the “NP Factoring Agreement”);
and

	 
	 	 	 	 
	 

	 	 	 	(b)  any receivable (other than
commercial receivables) due to it by
Quiksilver, Inc. or any Subsidiary of
Quiksilver, Inc. under any existing (to
the extent those receivables have not
been repaid, distributed or otherwise
extinguished on the closing date) or
future intercompany loans;]6

	 
	 	 	 	 
	 

	 	(m)
	 	First ranking pledge by Pilot in
favour of the Lenders over any amount
due to it by Chartreuse et Mont Blanc
under the EUR 10,000,000 Subordinated
Promissory Note dated 12 November 2008
issued by Chartreuse et Mont Blanc (the
“Note”), provided that such pledge shall
not restrict setoff against payments
owed to the purchaser under








 




			
	5	 	List to be finalized. The pledges shall be governed by
the law of the jurisdiction of incorporation of the relevant Material
Subsidiary.
	 
	6	 	Although valid and enforceable against Na Pali, Dailly
assignment by way of security of Na Pali’s receivables against non-French
debtors and/or which are not governed by French law raises enforceability
issues as against the assigned debtors. Security to be taken over such
receivables to be further discussed.





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	 	 	 	the
Rossignol Stock Purchase Agreement, to
secure the obligations of Pilot and Na
Pali under the Facilities; [To be
further discussed] and
	 
	 	 	 	 
	 

	 	(n)
	 	First ranking pledge by Pilot and
Newco Europe in favour of the Lenders
over any existing (to the extent those
receivables have not been repaid,
distributed or otherwise extinguished on
the closing date) or future receivables
(other than commercial receivables) held
by any of them against Quiksilver, Inc.
or any of its Subsidiaries, to secure
the obligations of Pilot and Na Pali
under the Facilities.
	 
	 	 	 	 
	 

	 	(o)
	 	First ranking pledge by QS Holdings
Sàrl in favour of the Lenders over any
existing (to the extent those
receivables have not been repaid,
distributed or otherwise extinguished on
the closing date) or future receivables
(other than commercial receivables) held
by QS Holdings Sàrl against Newco Europe
or any of its Subsidiaries, to secure
the obligations of Pilot and Na Pali
under the Facilities.







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