exv10w6






Exhibit 10.6




TENTH AMENDMENT




     TENTH AMENDMENT (this “Amendment”), dated as of March 6, 2009, to the Amended and
Restated Credit Agreement dated as of June 3, 2005 (the “Credit Agreement”), among
Quiksilver, Inc., a Delaware corporation, Quiksilver Americas, Inc., a California corporation, the
several banks and other institutions from time to time parties thereto (the “Lenders”),
Bank of America, N.A., as documentation agent, Union Bank of California, N.A., as syndication
agent, JPMorgan Chase Bank, N.A., as US administrative agent for the US Lenders thereunder (in such
capacity, the “US Administrative Agent”), JPMorgan Chase Bank, N.A., London Branch, as an
alternate currency fronting lender, J.P. Morgan Europe Limited, as alternate currency fronting
agent (in such capacity, the “Alternate Currency Fronting Agent”), and JPMorgan Chase Bank,
N.A., Toronto Branch, as Canadian administrative agent for the Canadian Lenders (in such capacity,
the “Canadian Administrative Agent”).



WITNESSETH:




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



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



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



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



     (a) Amendment to Section 1.1. The definition of “Pilot SAS Facility” is hereby
amended and restated in its entirety as follows:




“Pilot SAS Facility”: that certain unsecured credit agreement dated as of
March 14, 2008 among Pilot SAS, Crédit Lyonnais SA, BNP Paribas SA and Société
Générale SA, as amended from time to time, with a maturity date of not later than
June 30, 2009; provided, that the aggregate principal amount of Indebtedness
permitted under such credit agreement shall in no event exceed the US Dollar
Equivalent of €55,000,000.



          Amendment to Section 6.2(o). Section 6.2(o) is hereby amended and restated in its
entirety to read as follows:





"(o) Guarantee Obligations of Quiksilver in connection with the Pilot SAS Facility
so long as (x) the aggregate principal amount of such Guarantee Obligations does not
exceed the US Dollar Equivalent of €55,000,000, (y) the
terms and conditions of the related Guarantee dated March 17, 2008 made by
Quiksilver in favor of BNP Paribas, as agent, as in effect on March 17, 2008 are not
amended or otherwise modified (it being understood that an acknowledgment of such
terms and conditions will not be deemed to be an amendment or



 









 







modification thereof) and (z) copies of all amendments or other modifications to the Pilot SAS Facility
are delivered to the US Administrative Agent promptly after the execution thereof.”



          Amendment to Section 6.7. Section 6.7 is hereby amended by (i) deleting the word
“and” at the end of clause (o) thereof, (ii) replacing the period at the end of clause (p) thereof
with “; and” and (iii) adding the following new clause (q) at the end thereof:





"(q) investments consisting of the Guarantee Obligations permitted by Section
6.2(o)”.



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



     III. Trademark License Agreement. The US Administrative Agent shall have received on
or before March 20, 2009, a duly authorized and fully executed copy of a Trademark License
Agreement, in form and substance satisfactory to the US Administrative Agent, by and among QS
Holdings SARL, Quiksilver International Pty Ltd. (collectively, the “Licensors”) and
Quiksilver, Inc., as licensee, with respect to certain trademarks owned by the Licensors, including
“Quiksilver” and all related trademarks, trade names and trade designs.



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



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



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



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



[signature pages follow]




2









 








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



	 	 	 	 	 
	 	QUIKSILVER, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 
	 	QUIKSILVER AMERICAS, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 



Tenth Amendment Signature Page





 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NA, as US
 Administrative Agent
and as a Lender

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 



Tenth Amendment Signature Page





 









 








	 	 	 	 	 
	 	BANK OF AMERICA, NA., as

Documentation Agent and as a Lender

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 



Tenth Amendment Signature Page




 









 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, NA., as

Syndication Agent and as a Lender

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 



Tenth Amendment Signature Page




 









 








	 	 	 	 	 
	 	NATIXIS (F/K/A NATEXIS BANQUES
 POPULAIRES)

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



Tenth Amendment Signature Page




 









 








	 	 	 	 	 
	 	ALLIED IRISH BANK

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



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	 	GENERAL ELECTRIC CAPITAL CORP.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 



Tenth Amendment Signature Page




 









 








	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL

ASSOCIATION

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 



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	 	ISRAEL DISCOUNT BANK OF NEW

YORK

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



Tenth Amendment Signature Page




 









 








	 	 	 	 	 
	 	BNP PARIBAS

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



Tenth Amendment Signature Page




 









 








	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING 
CORPORATION

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 



Tenth Amendment Signature Page




 









 








	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 



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



	 	 	 	 	 
	 	QS RETAIL, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 
	 	QS WHOLESALE, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 
	 	DC SHOES, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 
	 	HAWK DESIGNS, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 
	 	MERVIN MANUFACTURING, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 
	 	FIDRA, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 
	 	ROSSIGNOL SKI COMPANY

INCORPORATED

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 



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	 	SKIS DYNASTAR, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 	 	Title:  	 	 
	 



Tenth Amendment Signature Page