exv10w6






Exhibit 10.6




Unofficial translation from the French




July 31, 2009




AMENDMENT NO. 5




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,
AMENDMENT NO. 3 

DATED MARCH 9, 2009 AND AMENDMENT NO. 4 DATED JUNE 30, 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




QUIKSILVER, INC.




 





WHITE & CASE LLP

11, boulevard de la Madeleine

75001 Paris




 









 








BETWEEN THE UNDERSIGNED:





	(1)	 	BNP PARIBAS, a corporation (société anonyme) with share capital of € 2,526,774,896, 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) 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”), an amendment dated March 9, 2009 (“AMENDMENT NO. 3”) and an
amendment dated June 30, 2009 (“AMENDMENT NO. 4”) (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)	 	According to the terms and conditions of Amendment No. 4, the Banks again extended the term
of the Facility (as defined in the Credit Facility), until July 31, 2009.
	 
	(E)	 	Pursuant to a letter dated July 29, 2009, the Borrower and Quiksilver, Inc. have requested
the Banks to agree to grant another extension of the term of the Facility, until September 29,
2009.
	 
	(F)	 	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 July 31, 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.
	 
	 	 	“2005 ABL Agreement” means the credit facility dated June 3, 2005 (as amended) executed by
and between Quiksilver, Inc., Quiksilver Americas, Inc.,




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	 	 	Bank of America, N.A., Union Bank of California, N.A., JPMorgan Chase Bank, N.A., JPMorgan
Chase Bank, N.A., Toronto Branch, J.P. Morgan Securities Inc. and certain financial
establishments in the capacity of lenders.
	 
	 	 	“2009 ABL Agreement” means that certain credit agreement dated as of July 31, 2009, among
Quiksilver Americas, Inc, the other borrowers party thereto, Quiksilver, Inc., the lenders
party thereto, the ABL agent, Bank of America, N.A. and General Electric Capital
Corporation, as co-collateral agents, and the other agents party thereto, and any
refinancings, refundings, renewals or extensions thereof permitted hereunder.
	 
	 	 	“Rhône Europe Loan Agreement” means the credit facility dated July 31, 2009 executed
by and between Mountain and Wave S.à. r.l., Quiksilver, Inc., the lenders, parties to the
said agreement, and Rhône Group L.L.C.
	 
	 	 	“Rhône United States Loan Agreement” means the credit facility dated July 31, 2009 executed
by and between Quiksilver, Inc., Quiksilver Americas, the lenders, parties to the said
agreement, and Rhône Group L.L.C.
	 
	 	 	“Rhône Financing” means the financing made available pursuant to the Rhône Europe Loan
Agreement and the Rhône United States Loan Agreement.






	1.2.	 	Interpretations





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




	(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 1 of the Credit Facility





The parties to this Agreement agree that, as from the Effective Date, subject to the satisfaction
of all of the conditions precedent listed at Article 4 (Conditions Precedent), the following
defined term shall be added to the list of defined term in article 1 (Definitions) of the Credit
Facility:



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“Refinancing Credit Facility” means the Facilities Agreement dated July 31, 2009, by and among
Pilot SAS and Na Pali in the capacity of Borrowers, Quiksilver, Inc. and Pilot SAS in the capacity
of Guarantors, BNP Paribas, Crédit Lyonnais and Société Générale Corporate & Investment Banking in
the capacity of Mandated Arrangers, BNP Paribas in the capacity of Agent, Société Générale in the
capacity of Security Agent and Caisse Régionale de Crédit Agricole Mutuel Pyrénées Gascogne as
issuing bank.




	2.2.	 	Modification of article 2 of the Credit Facility





The parties to this Agreement agree that, as from the Effective Date, subject to the satisfaction
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 (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 (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 extended the aforementioned Facility up until June 30, 2009, the
amount in principal of the Facility remaining limited to € 55,000,000 (fifty-five million euros).



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




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



On July 29, 2009, the Borrower requested an extension of the term of the Facility.



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By a unanimous decision, the Banks hereby extend the aforementioned Facility up until September 29,
2009, the amount in principal of the Facility remaining limited to € 55,000,000 (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.”




	2.3.	 	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 July 30,
2009, i.e., .899% per annum increased by 2.8% per annum, the period rate on this basis for an
Interest Period is 3.699%. The Effective Global Rate, which is the annual rate in proportion to
the period rate, therefore reaches 3.71% 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
September 29, 2009 at the latest (the “Refinancing”) as described in the Facilities Agreement
to be executed this day by and between Pilot SAS and Na Pali in the capacity of Borrowers,
Quiksilver, Inc. and Pilot SAS in the capacity of Guarantors, BNP Paribas, Crédit Lyonnais and
Société Générale Corporate & Investment Banking in the capacity of Mandated Arrangers, BNP
Paribas in the capacity of Agent, Société Générale in the capacity of Security Agent, and
Caisse Regionale de Crédit Agricole Mutuel Pyrénées Gascogne in the capacity of Issuing Bank
(the “Refinancing Facility Agreement”).
	 
	(b)	 	Following the contribution by QS Holdings S.à r.l. to Biarritz Holdings S.à. r.l. of all the
 shares of Quiksilver Europa, S.L., Quiksilver, Inc. agrees that the ownership percentage of
(i) QS Holdings in Biarritz Holdings, (ii) Biarritz Holdings in Quiksilver Europa, and (iii)
Quiksilver Europa in the Borrower shall be maintained at a level equal to its level at the
Effective Date.










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ARTICLE 4 — CONDITIONS PRECEDENT





	(a)	 	Subject to the provisions of paragraph (b) below, this Agreement shall become effective on
July 31, 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 representations made by the Borrower at article 10 of the Credit Facility
are accurate;
	 
	 	(iii)	 	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);
	 
	 	(iv)	 	no Prepayment Event has occurred; and
	 
	 	(v)	 	no Material Adverse Event has occurred.






	(b)	 	In the event that the conditions precedent listed in paragraph (a) have not been fulfilled by
July 31, 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 July 31, 2009.





ARTICLE 5 — WAIVER




As from this moment, the Banks hereby waive their right to claim any breach of obligations and any
Mandatory Prepayment Event (Cas d’Exigibilité Anticipés) as set out in the Facilities Agreement
(including notably any breach of the provisions contained in Article 11.2 (h) of the Facilities
Agreement) on the basis of the signature this day of the Refinancing Facility Agreement by the
Borrower and by Quiksilver, Inc. and of the completion of the transactions described therein.



ARTICLE 6 — CONDITION SUBSEQUENT




The Company shall within 2 Business Days of the date of this Agreement deliver to the Agent (i)
evidence (in form and substance satisfactory to the Agent, acting reasonably) that the 2005 ABL
Agreement has been terminated, all amounts owing thereunder (other than letters of credit issued
thereunder and outstanding on the date hereof which letters of credit have been supported by
standby letters of credit agreement issued under the 2009 ABL Agreement) has been repaid in full
with the proceeds of the Rhône Financing and/or drawings under the 2009 ABL Agreement and the
related Encumbrances securing such Financial Indebtedness under the 2005 ABL Agreement have been
released, and (ii)



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copies of the fully executed Rhone Financing Documents and the 2009 ABL Agreement; failing which
this present Agreement shall automatically terminate and all amounts owed by the Borrower pursuant
to the Facility shall become immediately payable.



ARTICLE 7 — INTERDEPENDENCE OF THE UNDERTAKINGS MADE BY EACH PARTY




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.



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.



ARTICLE 8 — 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 9 — 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 10 — APPLICABLE LEGAL REGIME




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



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ARTICLE 11 — COMPETENT JURISDICTION – DOMICILE





	11.1.	 	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.




	11.2.	 	Domicile





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




	 	(i)	 	for BNP Paribas, at 10, allée de Tourny, BP 99, 33024 Bordeaux cedex;
	 
	 	(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.





	 	 	 	 	 
	Executed in Paris, on July 31, 2009

on seven (7) original copies	 	 
	 
	 	 	 	 
	BNP PARIBAS

	 	BNP PARIBAS	 	 
	as Bank

	 	as Security Agent	 	 
	 
	 	 	 	 
	 

By:

	 	 

By:
	 	 
	 
	 	 	 	 
	CRÉDIT LYONNAIS
	 	 	 	 
	as Bank
	 	 	 	 
	 
	 	 	 	 
	 

By:

	 	 	 	 






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	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)	 	Signature by Pilot SAS and Na Pali as Borrowers (Emprunteurs) and by Quiksilver, Inc. and
Pilot SAS as Guarantors (Garants) of the Refinancing Facility Agreement and satisfaction of
all of the conditions precedent referred to in Part I of Schedule 2 of the Refinancing
Facility Agreement.
	 
	(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 of the fees, costs and expenses of the Banks’ legal advisers
incurred as of the Date of Signature pursuant to the preparation, negotiation and finalization
of the Agreement, 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 Refinancing Facility Agreement and any
document that shall be drawn up in accordance with the Refinancing Facility Agreement or for
the purpose of the 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, among Quiksilver, Inc., the subsidiary Guarantors party
thereto and Wilmington Trust Guarantor as Trustee.










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Schedule B




Article 11.2 (Negative Covenants)




“11.2 Negative Covenants




Except with the prior agreement of the Banking Majority, the Borrower, for so long as it shall
continue to be a debtor pursuant to the Agreement, makes an undertaking:




(A) The Borrower, for so long as it shall continue to be a debtor pursuant to
the Agreement, undertakes (and acts as guarantor (as defined by Article 1120 of the
[French] Civil Code) with regard to its Subsidiaries for those of the following
undertakings that concern them (Quiksilver, Inc. acting as guarantor (as defined by Article
1120 of the [French] Civil Code) of the compliance by the Borrower and each of its
Subsidiaries of the latter for the following undertakings)), except with the prior
agreement of the Majority of the Banks:




a)  Not to modify, and to ensure that the Group members do not
modify, the relevant corporate purpose, legal status or nature of commercial
activities as in existence on the day of the signature of the Agreement.




b)  Not to carry out any Change in Control [of Na Pali or Pilot],
and to ensure that no such Change in Control is carried out.




c) Not to carry out any reduction in the Borrower’s share capital,
and to ensure that the Borrower does not make any payment of dividends, interim
dividends or share buy-back programs (and not to put to the vote of the relevant
management bodies of the Borrower any draft resolution on the distribution of
dividends in favor of its shareholders).




d) Not to carry out any reorganization transaction (including in
the form of a merger, merger by absorption, demerger or partial asset contribution)
having an impact upon the Borrower or upon any one of its Subsidiaries.




e)  Not to grant (and to ensure that no member of the Group neither
grants nor tolerates) security for any present or future debt (other than to allow
the financing of an asset acquisition, when such security relates exclusively to
the said asset and when it guarantees the payment or the financing thereof), or
security for any guarantee undertaking concluded with or toward any entity
whatsoever, present or future, for any mortgage, pledge, endorsement (or their
equivalent under any legal regime other than French law) or other rights or
guarantees of any kind whatsoever over all or part of its assets or income, present
or future, or over the assets or income, present of future, of its Subsidiaries,
without granting to the Banks the same security, of the same rank, or without
conferring upon



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them any other type of security that the Banks shall deem to be an equivalent
thereto, with the exception of the following securities that may be granted by Na
Pali and its Subsidiaries:




(i)   any legal privilege arising in the ordinary course of
the Group’s business and not further to a default or omission by a member
of the Group;




(ii)  any security resulting from any retention right
regarding an asset of any Group member in the normal course of its
business, and not resulting from a default or omission by a member of the
relevant Group member.




f)   To inform the Credit Agent immediately and in writing of the
implementation by any creditor, notably by any financial or lending establishment,
of any forfeiture of term or any prepayment event, with or without advance notice,
in relation to any loan, credit or other financial assistance granted to the
Borrower or to any member of the Group.




g)   To inform the Credit Agent immediately and in writing of any
positive or negative undertakings (“to do” or “not to do”) made or to be made by a
member of the Group to any financial or credit establishment, the non-performance
or breach of which could result in the forfeiture of term of the prepayment of the
obligation in relation to which such undertaking would have been made, and to allow
the Banks to benefit, in the event of such an undertaking having been made, either
from the same undertaking (if not already granted herein) or from equivalent rights
or advantages satisfactory to such Banks;




h)  That no member of the Group shall contract any bank or
financial lending of any kind whatsoever with any third parties, with Quiksilver,
Inc. or with the latter’s Subsidiaries (including the members of the Group), to the
exclusion of any borrowing pursuant to:




(i)  the Loan Facility;




(ii) the existing cash pooling agreement between Na Pali and
its Subsidiaries;




(iii) a loan in a maximum amount of €1,000,000 to be entered into with a
member of the Group registered in Poland;




(iv) a loan in a maximum amount of €3,000,000 to be entered into with a
member of the Group registered in Czech Republic;




(v) the Intercompany loans, a detailed list of which was provided by the
Borrower to the Agent on the date hereof;



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(vi) the factoring agreement executed with GE Factofrance by Na Pali and
certain of its Subsidiaries.




i)  That no member of the Group shall grant nor consent any
additional loan or advance (including intra-group loans or advances on current
accounts) to third parties or to any one of the members of the group consisting of
Quiksilver, Inc. and of its Subsidiaries (excluding the lending granted in the
context of the existing cash pooling agreement between Na Pali and its Subsidiaries
and the intra-group loans described in Schedule 7)




j)  Not to carry and to ensure that none of its Subsidiaries
carries out any asset acquisition or sale with the exception of any acquisition or
sale of assets other than brands, real estate, shares, partnership shares and/or
business interests, and subject to the said acquisitions or sales being executed in
the context of the normal business activity of the relevant Group member and under
normal market conditions.




k)  Not to take part in the creation of any joint venture and to
ensure that its Subsidiaries do not take part in the creation of any joint venture.




l)  Not to make any payment of any kind whatsoever (including the
payment of any royalties and management fees) or any reimbursement of any debt or
borrowing whatsoever and of any kind that may be due to Quiksilver, Inc. or to one
of the latter’s Subsidiaries.




m) To ensure that none of its Subsidiaries make any payment of any
kind whatsoever (including the payment of all royalties or management fees) or any
reimbursement of any debt or borrowing whatsoever and of any kind that may be due
to Quiksilver, Inc. or to any one of the latter’s Subsidiaries (other than members
of the Group), with exception of payments arising from the normal business activity
of its Subsidiaries and carried out under normal market.




(B) For so long as the Borrower shall continue to be a debtor pursuant to the
Agreement, Quiksilver, Inc. acts as guarantor (as defined by Article 1120 of the [French]
Civil Code) of the fact that QS Holdings Sàrl shall not grant any security of any kind over
the shares of Biarritz Holdings and that Biarritz Holdings shall not grant any security of
any kind over its assets (including over the marks held by the latter (including
Quiksilver, Quiksilver & Mountain & Wave and Roxy)).”




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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1 — DEFINITIONS AND INTERPRETATIONS
	 	 	3	 
	 
	 	 	 	 
	1.1. Definitions
	 	 	3	 
	 
	1.2. Interpretations
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 2 — MODIFICATION OF THE CREDIT FACILITY
	 	 	4	 
	 
	 	 	 	 
	2.1. Modification of article 1 of the Credit Facility
	 	 	4	 
	 
	2.2. Modification of article 2 of the Credit Facility
	 	 	5	 
	 
	2.3. 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 — WAIVER
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 6 — CONDITION SUBSEQUENT
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 7 — INTERDEPENDENCE OF THE UNDERTAKINGS MADE BY EACH PARTY
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 8 — MODIFICATIONS — AMENDMENTS
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 9 — PARTIAL INVALIDITY
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 10 — APPLICABLE LEGAL REGIME
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 11 — COMPETENT JURISDICTION – DOMICILE
	 	 	9	 
	 
	 	 	 	 
	11.1. Competent jurisdiction
	 	 	9	 
	 
	11.2. Domicile
	 	 	9	 
	 
	 	 	 	 
	SCHEDULE A CONDITIONS PRECEDENT
	 	 	11	 







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