2. this Amendment and the Euro Credit Agreement, as amended hereby, constitute legal,valid and binding obligations, enforceable against it in accordance with its terms, exceptas such enforceability may be limited by (i) bankruptcy, insolvency, reorganization,moratorium or similar laws of general applicability affecting the enforcement of creditors’rights and (ii) the application of general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law); and     3. execution, delivery and performance of this Amendment and the Euro Credit Agreement,as amended hereby, will not conflict with or result in a breach of, or require any consentunder, the charter or by-laws or other constitutive document of it, or any applicable law orregulation, or any order, writ, injunction, or decree of any Governmental Authority orarbitral panel, or any agreement or instrument to which the Borrower, Parent or any of theirSubsidiaries is a party or by which any of them or any of their property is bound or towhich any of them is subject, or constitute a default under any such agreement orinstrument, or (except for Liens created in accordance with the Security Documents and theother Loan Documents) result in the creation or imposition of any Lien upon any property ofthe Borrower, Parent or any of their Subsidiaries pursuant to the terms of any suchagreement or instrument.**SECTION 3. MISCELLANEOUS**     1. Reference to and Effect on the Existing Euro Credit Agreement and the Other LoanDocuments.               (a) Except as specifically amended by this Amendment, the Euro Credit Agreement and theother Loan Documents relating thereto shall remain in full force and effect and are herebyratified and confirmed.               (b) The execution, delivery and performance of this Amendment shall not, except as expresslyprovided herein, constitute a waiver of any provision of, or operate as a waiver of any right,power or remedy of the Administrative Agent or the Lenders under, the Euro Credit Agreement orany of the other Loan Documents relating thereto.     2. Headings.     Section and subsection headings in this Amendment are included herein for convenience ofreference only and shall not constitute a part of this Amendment for any other purpose or be givenany substantive effect.     3. Applicable Law.     THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OFNEW YORK.     4. Counterparts.     This Amendment may be executed in any number of counterparts and by different parties heretoin separate counterparts, each of which when so executed and delivered shall be deemed an original,but all such counterparts together shall constitute but one and the same instrument; signaturepages may be detached from multiple separate counterparts and attached to a single counterpart sothat all signature pages are physically attached to the same document.
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          **IN WITNESS WHEREOF**, the parties hereto have caused this Amendment to be duly executed anddelivered by their respective officers thereunto duly authorized as of the date first writtenabove.                **MOUNTAIN & WAVE S.À R.L.,**as the Borrower         By:             Name:      Title:             **QUIKSILVER, INC**.,as a Guarantor         By:             Name:      Title:    
 

 
         **RHÔNE GROUP L.L.C.**, as Administrative Agent         By:             Name:      Title:    
 

 
         **ROMOLO HOLDINGS C.V.**, as Lender         By:             Name:      Title:             **TRITON SPV L.P.**, as Lender         By: Triton GP SPV LLC, as General Partner         By:             Name:      Title:             **TRITON ONSHORE SPV L.P.**, as Lender         By: Triton GP SPV LLC, as General Partner         By:             Name:      Title:             **TRITON OFFSHORE SPV L.P.**, as Lender         By: Triton GP SPV LLC, as General Partner         By:             Name:      Title:             **TRITON COINVESTMENT SPV L.P.**, as Lender         By: Triton GP SPV LLC         By:             Name:      Title: