the effective date of such change in the Prime Rate, the Federal Funds EffectiveRate or the Adjusted LIBO Rate, respectively. “     (c) The definitions of “Applicable Margin”, “Availability Event”, “Commitment Fee Rate” and“Letter of Credit Rate” are hereby amended by deleting such terms in their entirety andsubstituting in lieu thereof the following:          “Applicable Margin”: (a) with respect to ABR Loans, Canadian ABR Loans and CanadianPrime Rate Loans, 2.00% per annum and (b) with respect to LIBOR Loans and the Acceptance Fee, 3.50%per annum.          “Availability Event”: the occurrence of any date if, on such date the average sum ofthe daily Suppressed Availability and the daily Availability was less than US$32,500,000 for thepreceding 3-day period.”          “Commitment Fee Rate”: 0.50% per annum.          “Letter of Credit Rate”: 3.50% per annum.     (d) The definition of “Collateral” is hereby amended by deleting the phrase “(a) IntellectualProperty Rights and (b)” from the parenthetical thereof.     (e) The following definitions are hereby inserted in appropriate alphabeticalorder:          “Ninth Amendment”: that certain ninth amendment to this Agreement dated as of November6, 2008.          “Ninth Amendment Effective Date”: as defined in the Ninth Amendment.     III. Amendment to Section 2.1(a). Section 2.1(a) is hereby amended by (i) deletingthe “and” at the end of clause (D) of the first proviso thereof and substituting in lieu thereof a”,” and (ii) deleting the “.” at the end of clause (E) thereof and substituting in lieu thereof thefollowing:“and (F) the sum of (1) the aggregate Letter of Credit Amount of all standby Lettersof Credit outstanding and (2) the aggregate amount of unreimbursed drawings underall standby Letters of Credit shall not exceed $30,000,000 at such time.”     IV. Amendment to Section 2.5(b). Section 2.5(b) is hereby amended by addingimmediately before the “,” at the end of clause (i) of the proviso thereof the following:“and the Letter of Credit Exposure with respect to standby Letters of Credit shallnot exceed $30,000,000”.     V. Amendment to Article V. Article V is hereby amended by inserting the following newSection 5.16:
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“Section 5.16. Financial Consultant. Within 10 days after the NinthAmendment Effective Date (or such longer period as may be approved in writing by theUS Administrative Agent in its sole discretion), Quiksilver shall engage a financialconsultant satisfactory to the US Administrative Agent on terms reasonablysatisfactory to the US Administrative Agent (including as to the scope of suchengagement) and, thereafter, Quiksilver shall (a) use reasonable efforts to keepsuch engagement in effect, (b) cooperate with such financial consultant in thedischarge of its duties under its engagement letter and (c) use reasonable effortsto implement the recommendations of such financial consultant promptly (it beingunderstood that if, for any reason, the engagement of such financial consultantshall cease to be in effect, Quiksilver shall, at the request of the AdministrativeAgent, promptly retain another financial consultant satisfying the requirements ofthis Section).”     VI. Amendment to Section 5.8. Section 5.8 is hereby amended by (i) inserting “(a)” atthe beginning of such Section, making the first paragraph of such Section clause (a), (ii) deletingthe parenthetical in such clause (a), (iii) deleting the proviso in such clause (a) and (iv)inserting the following new clause:“(b) At such times as the US Administrative Agent or the Canadian AdministrativeAgent, as applicable, requests, Quiksilver shall, and shall cause each other LoanParty to, at their sole expense, provide such Administrative Agent with appraisalsor updates thereof of their Intellectual Property Rights which constitute Collateralfrom an appraiser selected and engaged by such Administrative Agent or its legalcounsel, which appraisals shall be prepared on a basis satisfactory to suchAdministrative Agent and shall, together with any updates thereto, include, withoutlimitation, information required by applicable law and regulations and by theinternal policies of the Lenders.”     VII. Amendment to Section 6.2(l). Section 6.2(l) is hereby amended by deleting suchSection in its entirety and substituting in lieu thereof the following:“(l) Indebtedness of (i) any Loan Party owed to any other Loan Party, (ii)Quiksilver or any Borrower owed to any Subsidiary and (iii) any Subsidiary (otherthan any Loan Party) owed to any other Subsidiary (other than any Loan Party).”     VIII. Amendment to Section 6.3. Section 6.3 is hereby amended by (i) deleting the“and” at the end of clause (j), (ii) deleting the “.” at the end of clause (k) and substituting inlieu thereof the phrase “; and” and (iii) inserting the following:“(l) Liens on the “Roxy” and “DC Shoes” Trademarks to secure Indebtedness of ForeignSubsidiaries in France, provided, that the holders of such Indebtedness (ortheir authorized representatives) shall have entered into an intercreditor agreementwith the US Administrative Agent in form and substance reasonably satisfactory tothe US Administrative Agent.”
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     IX. Amendment to Section 6.7. Section 6.7 is hereby amended by (i) deleting the “and”at the end of clause (n), (ii) deleting the “.” at the end of clause (o) and substituting in lieuthereof the phrase “; and” and (iii) inserting the following:“(p) investments resulting from Indebtedness permitted by Section 6.2(a) or Section6.2(l).”     X. Amendment to Section 6.13. Section 6.13 is hereby amended by (i) deleting thephrase “Section 6.2(k)” and substituting in lieu thereof the phrase “6.2(g), 6.2(i), 6.2(j),6.2(k), 6.2(l)(ii) (in respect of any Indebtedness outstanding on the date hereof) or 6.2(m)” and(ii) deleting the proviso thereof and substituting in lieu thereof the following:“ provided, that the foregoing shall not restrict refinancings ofIndebtedness under Sections 6.2(g), 6.2(k) or 6.2(m) with the proceeds of additionalIndebtedness incurred under Sections 6.2(g), 6.2(k), or 6.2(m), as applicable.”     XI. Amendment to Availability Test.     (a) Section 6.2(k), clause (ii) to the proviso in Section 6.6 and the proviso to clause (B) ofSection 6.7(d) shall each be amended (i) to delete the reference to the amount “$25,000,000” andsubstitute in lieu thereof a reference to the amount “$32,500,000” and (ii) to delete the referenceto the number “30” and substitute in lieu thereof a reference to the number “3”.     (b) The last paragraph of Section 5.2 and Sections 5.10 and 6.1 shall each be amended todelete the reference to the amount “$30,000,000” and substitute in lieu thereof a reference to theamount “$37,500,000”.     XII. Additional Provisions. It is understood and agreed that (i) no investments byLoan Parties in Subsidiaries (other than Loan Parties) shall be permitted by Section 6.7(d) or6.7(k) and (ii) no Indebtedness of any Subsidiary (other than any Loan Party) owed to any LoanParty shall be permitted by Section 6.2(m). Notwithstanding any other provision in the CreditAgreement or this Amendment, Subsidiaries (other than Loan Parties) shall be permitted to incurIndebtedness owed to a Loan Party in an aggregate outstanding principal amount equal to the NetProceeds of any Equity Offering or Debt Offering after the Ninth Amendment Effective Date so longas (a) such Net Proceeds were initially applied to prepay Loans pursuant to Section 2.7 and (b)after giving pro forma effect thereto, the average sum of the daily Suppressed Availability and thedaily Availability was not less than $32,500,000 for any period of 3 consecutive days during thethree-month period ending on the date on which such Indebtedness is to be incurred.     XIII. Intellectual Property. The (i) US Loan Parties and the US Administrative Agentand (ii) Quiksilver, the Canadian Loan Parties, the Subsidiaries party to the Canadian SecurityAgreement and the Canadian Administrative Agent hereby agree to promptly (and in any event no laterthan 14 days after the Ninth Amendment Effective Date) amend the US Security Agreement and theCanadian Security Agreement, respectively, in form and substance reasonably satisfactory to the USAdministrative Agent and the Canadian Administrative Agent (including the description of theadditional Collateral to be pledged as described below), as
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applicable, to confirm that the “Quiksilver” and related Trademarks and Intellectual PropertyRights of the Loan Parties have been pledged as Collateral to the US Administrative Agent and theCanadian Administrative Agent, as applicable, for the benefit of the applicable Lenders under theUS Security Agreement and the Canadian Security Agreement, as applicable (it being understood thatfrom and after the Ninth Amendment Effective Date, all such Trademarks and Intellectual PropertyRights shall be deemed to constitute Collateral under the US Security Agreement and the CanadianSecurity Agreement and shall be subject to the provisions thereof as such). Promptly uponreasonable request by the US Administrative Agent or the Canadian Administrative Agent (but in noevent later than seven days after the Ninth Amendment Effective Date), Quiksilver shall execute anddeliver, or cause to be executed and delivered, such additional instruments, certificates ordocuments, and take such actions, as the US Administrative Agent or the Canadian AdministrativeAgent, as applicable, may request for the purposes of perfecting or confirming the rights of the USAdministrative Agent or the Canadian Administrative Agent, as applicable, and the applicableLenders with respect to the Collateral.     XIV. Effective Date. This Amendment shall become effective on the date (the“Ninth Amendment Effective Date”) on which the (i) Borrowers and the requisite Lendersunder the Credit Agreement shall have duly executed and delivered to the US Administrative Agentthis Amendment and (ii) the US Administrative Agent shall have received, for the account of eachConsenting Lender, the Amendment Fee.     XV. Representations and Warranties. The Borrowers hereby represent and warrants 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 andas of the Effective Date (unless such representations and warranties are stated to relate to aspecific earlier date, in which case such representations and warranties shall be true and correctin all material respects as of such earlier date) and (b) after giving effect to this Amendment, noDefault or Event of Default shall have occurred and be continuing.     XVI. Amendment Fee. In consideration of the agreements of the Lenders contained inthis Amendment, Quiksilver agrees to pay to the US Administrative Agent, for the account of eachLender that delivers an executed counterpart of this Amendment prior to 5:00 p.m., New York Citytime, on November 6, 2008 (each such Lender, a “Consenting Lender”), by wire transfer ofimmediately available funds, an irrevocable and non-refundable amendment fee in an amount equal to0.50% of such Lender’s US Revolving Loan Commitments and Canadian Revolving Loan Commitments (the“Amendment Fee”), which Amendment Fee shall be fully earned, due and payable on the NinthAmendment Effective Date.     XVII. No Other Amendments; Confirmation. Except as expressly amended hereby, theprovisions of the Credit Agreement, as amended and restated, are and shall remain in full force andeffect.     XVIII. Governing Law. This Amendment and the rights and obligations of the partieshereto shall be governed by, and construed and interpreted in accordance with, the laws of theState of New York.
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     XIX. Counterparts. This Amendment may be executed by one or more of the partieshereto on any number of separate counterparts, and all of said counterparts taken together shall bedeemed to constitute one and the same instrument. This Amendment may be delivered by facsimiletransmission of the relevant signature pages hereof.*[signature pages follow]*
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     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered bytheir duly authorized officers as of the date first above written.         QUIKSILVER, INC.           By:             Name:             Title:              QUIKSILVER AMERICAS, INC.           By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         JPMORGAN CHASE BANK, N.A., as US Administrative Agent and as a Lender           By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         BANK OF AMERICA, N.A.,as Documentation Agent and as a Lender           By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         UNION BANK OF CALIFORNIA, N.A., as Syndication Agent and as a Lender           By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         NATIXIS (F/K/A NATEXIS BANQUES POPULAIRES)           By:             Name:             Title:                    By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         ALLIED IRISH BANK     By:             Name:             Title:                    By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         GENERAL ELECTRIC CAPITAL CORP.           By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         HSBC BANK USA, NATIONALASSOCIATION           By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         ISRAEL DISCOUNT BANK OFNEW YORK           By:             Name:             Title:                    By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         BNP-PARIBAS           By:             Name:             Title:                    By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         SOCIETE GENERALE           By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         SUMITOMO MITSUI BANKINGCORPORATION           By:             Name:             Title:           Ninth Amendment Signature Page
 

 
     The US Guarantors hereby consent and agree to this Amendment as of the date hereof andreaffirm their obligations under the US Security Agreement, the US Guarantee and the other LoanDocuments 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 COMPANYINCORPORATED           By:             Name:             Title:           Ninth Amendment Signature Page
 

 
         SKIS DYNASTAR, INC.           By:             Name:             Title:           Ninth Amendment Signature Page