Common use of Conditions of Loans Clause in Contracts

Conditions of Loans. The obligation of each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party (if applicable): (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party (including approvals by the board of directors or similar governing body of each Loan Party) and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) copies of each Loan Party’s Organization Documents and a certificate of good standing (where applicable, or such other customary functionally equivalent certificates or abstracts, to the extent available in the applicable jurisdiction) of such Loan Party’s jurisdiction of organization; (v) a favorable opinion of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (B) AMMC Law, special Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Luxembourg Pledge Agreement as the Administrative Agent may reasonably request, and (C) General Counsel of Quiksilver, Inc., as to (x) the due execution and authorization and enforceability of the Side Agreement and Services Fee Agreement and (y) the absence of a conflict with Material Indebtedness of the Loan Parties other than the Senior Notes Indenture, the ABL Credit Agreement and the Euro Term Loan Credit Agreement; (vi) a certificate signed by a Responsible Officer of the Borrower, certifying that, as of the Closing Date after giving effect to the transactions contemplated hereby, the Borrower and its Subsidiaries on a consolidated basis are Solvent; (vii) a payoff letter from the agent for the lenders under the Existing Credit Agreement in customary form, evidencing that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (viii) all Uniform Commercial Code financing statements required by Law to create or perfect the Liens intended to be created under the Loan Documents, in form for filing, and an executed copy of the shareholders’ register of the European Borrower evidencing the inscription of the pledge made pursuant to the Luxembourg Pledge Agreement; (ix) the Security Documents set forth on Schedule 4.01(a)(ix) hereto, and certificates (if applicable) evidencing any stock being pledged under the Pledge Agreements on the Closing Date, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (x) all other Loan Documents set forth on Schedule 4.01(a)(x) hereto, each duly executed by the applicable Loan Parties; (xi) certificate of Responsible Officers of the Borrower and the Parent confirming that borrowing, guaranteeing or securing, as appropriate, the Obligations in the manner contemplated by this Agreement and the other Loan Documents executed on the Closing Date does not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (xii) an executed copy of the Services Fee Agreements and the Side Agreement, in each case in form and substance reasonably acceptable to the Administrative Agent; and (xiii) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably close to the Closing Date) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases have been made. (b) [reserved] (c) The Borrower or any Subsidiary shall have entered into (i) the Euro Term Loan Agreement and received, or substantially simultaneously with the borrowing under this Agreement shall receive, gross proceeds of the Euro Term Loans in a minimum amount of €20,000,000, and (ii) the ABL Credit Agreement shall have been executed on terms and conditions substantially the same as those set forth in the term sheet attached to the Commitment Letter, dated as of June 8, 2009 and as amended as of June 24, 2009 (with such changes as the Administrative Agent shall reasonably agree), by and among Bank of America, N.A., Bank of America Securities LLC, General Electric Capital Corporation, GE Capital Markets, Inc., Parent and the Borrower and become effective substantially simultaneously with the borrowing under this Agreement. (d) The conditions precedent set forth on Part I of Schedule 2 of the French Credit Agreement shall have been satisfied (or waived by the Agent (as defined in the French Credit Agreement)). (e) (i) The Administrative Agent, the Euro Term Loan Agent, the Collateral Agent and the ABL Agent shall have entered into the ABL Intercreditor Agreement and (ii) the Administrative Agent, the Euro Term Loan Agent and the Collateral Agent shall have entered into the Term Loan Intercreditor Agreement, in each case on terms reasonably satisfactory to the Administrative Agent. (f) There shall exist no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrower or the Parent, threatened that (i) would reasonably be expected to (A) have a material adverse effect on the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its subsidiaries, taken as a whole, or of the Borrower and its subsidiaries, taken as a whole, (B) adversely affect the ability of the Loan Parties to perform their obligations under the Loan Documents in any material respect, or (C) adversely affect the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents in any material respect; or (ii) purports to adversely affect in any material respect the financing of the Loans or prevent the anticipated use of the proceeds thereof. (g) Since January 31, 2009, there shall not have been any event or occurrence that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its Subsidiaries, taken as a whole, or the Borrower and its Subsidiaries, taken as a whole. (h) The Administrative Agent shall have received a copy of the final legal and tax structure memorandum from Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP and shall have determined that any material differences between such final legal and tax structure memorandum as compared to the prior version delivered to the Administrative Agent, with respect to settlement of intercompany payables that have an impact on the liquidity of the Loan Parties, are reasonably acceptable to it, and, to the extent the memorandum contemplates such settlement prior to the Closing Date, the Parent and its Subsidiaries shall have taken such steps as are reasonably necessary to settle the intercompany payables (other than trade payables incurred in the ordinary course of business) to the extent, in the manner and on the timing set forth in such memorandum (and the Administrative Agent shall have received a certification as to such steps having been taken by a Responsible Officer of the Parent). (i) The Parent, pursuant to an agreement reasonably acceptable to the Administrative Agent, shall have assigned to the Borrower all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by the Parent in the United States and Mexico. (j) The Administrative Agent shall have received copies of all material documents and agreements executed by the Loan Parties pursuant to the Warrant Agreement with respect to the Warrants, each in form and substance reasonably acceptable to the Administrative Agent, and the Parent shall have (x) issued the Warrants to Xxxxxx Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P. and Triton Coinvestment SPV L.P., and (y) reserved authorized and unissued shares of common stock of Parent in an amount sufficient to satisfy the full exercise of the Warrants. (k) The board of directors of the Parent shall have granted all necessary approvals under the Parent’s Organization Documents and Delaware General Corporation Law with respect to the acquisition and exercise of the Warrants. (l) The number of directors on the Board of Directors of the Parent shall have been increased by two and the newly created directorships shall have been filled by nominees of each of Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P. (m) The board of directors of the Parent shall have adopted an equity incentive plan for members of current management and future hires, on terms reasonably acceptable to Administrative Agent. (n) All necessary governmental and material third party consents and approvals to the transactions contemplated by this Agreement to occur on the Closing Date shall have been obtained. (o) All fees and expenses required to be paid by the Borrower to any of the Administrative Agent or the Arranger on or before the Closing Date shall have been paid in full, and all fees and expenses required to be paid by the Borrower to the Lenders on or before the Closing Date shall have been paid in full. (p) The Administrative Agent shall have concluded any legally-required background checks and other investigations to ensure compliance with the Patriot Act and anti-money laundering laws. (q) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (r) No Default shall exist, or would result from the Loans or from the application of the proceeds thereof, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (s) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (t) Since June 8, 2009, there shall have been no material changes in governmental regulations or policies affecting Parent or its Subsidiaries, the Borrower and its Subsidiaries or the Credit Parties. (u) The Parent or its Subsidiaries shall not be a party to any binding agreement to dispose of Collateral (including the DC Shoes Business) outside of the ordinary course of business. (v) The Parent shall have, and shall have caused its applicable Subsidiaries to, (i) effectuate the creation of the European Borrower and 54th Street, (ii) cause the transfer of Equity Interests in QS Holdings to the European Borrower, (iii) cause the transfer of Equity Interests in Quiksilver Deluxe S.à x.x. previously held by QS Holdings to 54th Street, (iv) cause the transfer of Equity Interests previously held by QS Holdings in Quiksilver Brazil to 00xx Xxxxxx and (v) cause QS Holdings to assign to 00xx Xxxxxx all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by QS Holdings in Antigua, Xxxxxxxxx, Xxxxx, Xxxxxxx, Xxxxxxxx, Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, Canada, Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, Grenada, Guatemala, Guyana, Haiti, Honduras, Jamaica, Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, St. Kitts & Nevis, St. Lucia, Suriname, Trinidad, Uruguay, and Venezuela, in each case free and clear of all Liens other than Permitted Encumbrances. (w) On or prior to July 31, 2009, each of the lenders under the Pilot Facility Agreement (as defined in the French Credit Agreement) shall have executed an amendment to the Pilot Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, extending the maturity of the Pilot Facility Agreement to a date not earlier than September 29, 2009 and including a waiver permitting the pledge by QS Holdings of all of its shares of 00xx Xxxxxx in support of the obligations under the Euro Term Loan Credit Agreement. (x) On or prior to July 31, 2009, QS Holdings shall have been released from, and Biarritz Holdings S.à x.x shall have assumed, any and all indebtedness owed by QS Holdings to Pilot SAS and Q.S. Finance S.A.

Conditions of Loans. The obligation of each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party (if applicable): (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party (including approvals by the board of directors or similar governing body of each Loan Party) and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) copies of each Loan Party’s Organization Documents and a certificate of good standing (where applicable, or such other customary functionally equivalent certificates or abstracts, to the extent available in the applicable jurisdiction) of such Loan Party’s jurisdiction of organization; (v) a favorable opinion of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (B) AMMC Law, special Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Luxembourg Security Agreements and the Luxembourg Share Pledge Agreements as the Administrative Agent may reasonably request, (C) XxXxxxx Xxxxxx LLP, special Canadian counsels to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Canadian Pledge Agreement as the Administrative Agent may reasonably request, and (CD) General Counsel of Quiksilver, Inc., as to (x) the due execution and authorization and enforceability of the Side Agreement and Services Fee Agreement and (y) the absence of a conflict with Material Indebtedness of the Loan Parties other than the Senior Notes Indenture, the ABL Credit Agreement and the Euro Term Loan Credit Agreement; (vi) a certificate signed by a Responsible Officer of the Borrower, certifying that, as of the Closing Date after giving effect to the transactions contemplated hereby, the Borrower and its Subsidiaries on a consolidated basis are Solvent; (vii) a payoff letter from the agent for the lenders under the Existing Credit Agreement in customary form, evidencing that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (viii) all Uniform Commercial Code financing statements required by Law to create or perfect the Liens intended to be created under the Loan Documents, in form for filing, and an executed copy of the shareholders’ register of the European Borrower evidencing the inscription of the pledge made pursuant to the Luxembourg Pledge Agreement; (ix) the Security Documents set forth on Schedule 4.01(a)(ix) hereto, and certificates (if applicable) evidencing any stock being pledged under the Pledge Agreements on the Closing Date, together with undated stock powers executed in blankblank (if applicable), each duly executed by the applicable Loan Parties; (x) all other Loan Documents set forth on Schedule 4.01(a)(x) hereto, each duly executed by the applicable Loan Parties; (xi) certificate of Responsible Officers of the Borrower and the Parent confirming that borrowing, guaranteeing or securing, as appropriate, the Obligations in the manner contemplated by this Agreement and the other Loan Documents executed on the Closing Date does not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (xii) an executed copy of the Services Fee Agreements and the Side Agreement, in each case in form and substance reasonably acceptable to the Administrative Agent; and; (xiii) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably close to the Closing Date) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases have been made; and (i) executed copies of all documents necessary to perfect the Administrative Agent’s security interest under the Luxembourg Security Agreements and the Luxembourg Share Pledge Agreements, including, where applicable, copies of shareholders’ registers evidencing the inscription of applicable pledges of shares, notice and form of acknowledgements with respect to account pledge agreements and notice and form of acknowledgements of any applicable debtors with respect to receivables pledge agreements; (ii) executed copies of circular resolutions of the boards of managers of the Borrower, QS Holdings and 00xx Xxxxxx; and (iii) executed copies of documents evidencing completion of all of the transactions set forth in Section 4.01(v). (b) [reserved] (c) The Borrower or any Subsidiary shall have entered into (i) the Euro US Term Loan Agreement and received, or substantially simultaneously with the borrowing under this Agreement shall receive, gross proceeds of the Euro US Term Loans in a minimum amount of €20,000,000$125,000,000, and (ii) the ABL Credit Agreement shall have been executed on terms and conditions substantially the same as those set forth in the term sheet attached to the Commitment Letter, dated as of June 8, 2009 and as amended as of June 24, 2009 (with such changes as the Administrative Agent shall reasonably agree), by and among Bank of America, N.A., Bank of America Securities LLC, General Electric Capital Corporation, GE Capital Markets, Inc., Parent and the Borrower and become effective substantially simultaneously with the borrowing under this Agreement. (d) The conditions precedent set forth on Part I of Schedule 2 of the French Credit Agreement shall have been satisfied (or waived by the Agent (as defined in the French Credit Agreement)). (e) (i) The Administrative Agent, the Euro US Term Loan Agent, the Collateral Agent and the ABL Agent shall have entered into the ABL Intercreditor Agreement Agreement, and (ii) the Administrative Agent, the Euro US Term Loan Agent and the Collateral Agent shall have entered into the Term Loan Intercreditor Agreement, in each case on terms reasonably satisfactory to the Administrative Agent. (f) There shall exist no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrower or the Parent, threatened that (i) would reasonably be expected to (A) have a material adverse effect on the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its subsidiaries, taken as a whole, or of the Borrower and its subsidiaries, taken as a whole, (B) adversely affect the ability of the Loan Parties to perform their obligations under the Loan Documents in any material respect, or (C) adversely affect the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents in any material respect; or (ii) purports to adversely affect in any material respect the financing of the Loans or prevent the anticipated use of the proceeds thereof. (g) Since January 31, 2009, there shall not have been any event or occurrence that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its Subsidiaries, taken as a whole, or the Borrower and its Subsidiaries, taken as a whole. (h) The Administrative Agent shall have received a copy of the final legal and tax structure memorandum from Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP and shall have determined that any material differences between such final legal and tax structure memorandum as compared to the prior version delivered to the Administrative Agent, with respect to settlement of intercompany payables that have an impact on the liquidity of the Loan Parties, are reasonably acceptable to it, and, to the extent the memorandum contemplates such settlement prior to the Closing Date, the Parent and its Subsidiaries shall have taken such steps as are reasonably necessary to settle the intercompany payables (other than trade payables incurred in the ordinary course of business) to the extent, in the manner and on the timing set forth in such memorandum (and the Administrative Agent shall have received a certification as to such steps having been taken by a Responsible Officer of the Parent). (i) The Parent, pursuant to an agreement reasonably acceptable to the Administrative Agent, shall have assigned to the US Borrower all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by the Parent in the United States and Mexico. (j) The Administrative Agent shall have received copies of all material documents and agreements executed by the Loan Parties pursuant to the Warrant Agreement with respect to the Warrants, each in form and substance reasonably acceptable to the Administrative Agent, and the Parent shall have (x) issued the Warrants to Xxxxxx Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P. and Triton Coinvestment SPV L.P., and (y) reserved authorized and unissued shares of common stock of Parent in an amount sufficient to satisfy the full exercise of the Warrants. (k) The board of directors of the Parent shall have granted all necessary approvals under the Parent’s Organization Documents and Delaware General Corporation Law with respect to the acquisition and exercise of the Warrants. (l) The number of directors on the Board of Directors of the Parent shall have been increased by two and the newly created directorships shall have been filled by nominees of each of Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P. (m) The board of directors of the Parent shall have adopted an equity incentive plan for members of current management and future hires, on terms reasonably acceptable to Administrative Agent. (n) All necessary governmental and material third party consents and approvals to the transactions contemplated by this Agreement to occur on the Closing Date shall have been obtained. (o) All fees and expenses required to be paid by the Borrower to any of the Administrative Agent or the Arranger on or before the Closing Date shall have been paid in full, and all fees and expenses required to be paid by the Borrower to the Lenders on or before the Closing Date shall have been paid in full. (p) The Administrative Agent shall have concluded any legally-required background checks and other investigations to ensure compliance with the Patriot Act and anti-money laundering laws. (q) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (r) No Default shall exist, or would result from the Loans or from the application of the proceeds thereof, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (s) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (t) Since June 8, 2009, there shall have been no material changes in governmental regulations or policies affecting Parent or its Subsidiaries, the Borrower and its Subsidiaries or the Credit Parties. (u) The Parent or its Subsidiaries shall not be a party to any binding agreement to dispose of Collateral (including the DC Shoes Business) outside of the ordinary course of business. (v) The Parent shall have, and shall have caused its applicable Subsidiaries to, (i) effectuate the creation of the European Borrower and 54th Street, (ii) cause the transfer of Equity Interests in QS Holdings to the European Borrower, (iii) cause the transfer of Equity Interests in Quiksilver Deluxe S.à x.x. previously held by QS Holdings to 54th Street, (iv) cause the transfer of Equity Interests previously held by QS Holdings in Quiksilver Brazil to 00xx Xxxxxx and (v) cause QS Holdings to assign to 00xx Xxxxxx all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by QS Holdings in Antigua, Xxxxxxxxx, Xxxxx, Xxxxxxx, Xxxxxxxx, Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, Canada, Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, Grenada, Guatemala, Guyana, Haiti, Honduras, Jamaica, Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, St. Kitts & Nevis, St. Lucia, Suriname, Trinidad, Uruguay, and Venezuela, in each case free and clear of all Liens other than Permitted EncumbrancesEncumbrance. (w) On or prior to July 31, 2009, each of the lenders under the Pilot Facility Agreement (as defined in the French Credit Agreement) shall have executed an amendment to the Pilot Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, extending the maturity of the Pilot Facility Agreement to a date not earlier than September 29, 2009 and including a waiver permitting the pledge by QS Holdings of all of its shares of 00xx Xxxxxx in support of the obligations under the Euro Term Loan Credit AgreementObligations. (x) On or prior to July 31, 2009, QS Holdings shall have been released from, and Biarritz Holdings S.à x.x shall have assumed, any and all indebtedness owed by QS Holdings to Pilot SAS and Q.S. Finance S.A.

Conditions of Loans. The obligation of each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tiftif ” via e-mail) (followed promptly by originals) unless otherwise specified, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Agent: (i) counterparts of this Agreement each properly executed by a Responsible Officer of the signing Loan Party (if applicable): (i) executed counterparts of this Agreementand the Lenders sufficient in number for distribution to the Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender that has requested requesting a Note at least two (2) Business Days in advance of the Closing DateNote; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party (including approvals by the board of directors or similar governing body of each Loan Party) is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party; (iv) copies of each Loan Party’s Organization Documents and a certificate of such other documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing (where applicable, or such other customary functionally equivalent certificates or abstracts, to the extent available in the applicable jurisdiction) of such Loan Party’s its jurisdiction of organizationorganization or formation; (v) a favorable an opinion of (A) Skadden, Arps, Slate, Xxxxxxx White & Xxxx Case LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such customary matters relating to concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, (B) AMMC Law, special Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Luxembourg Pledge Agreement as the Administrative Agent may reasonably request, and (C) General Counsel of Quiksilver, Inc., as to (x) the due execution and authorization and enforceability of the Side Agreement and Services Fee Agreement and (y) the absence of a conflict with Material Indebtedness of the Loan Parties other than the Senior Notes Indenture, the ABL Credit Agreement and the Euro Term Loan Credit Agreement; (vi) a certificate signed by of a Responsible Officer of the BorrowerBorrower certifying (A) that the conditions specified in this Article IV have been satisfied, certifying that(B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are required in connection with the Borrower execution, delivery and its Subsidiaries on performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a consolidated basis party, or (2) that all such consents, licenses and approvals have been obtained and are Solventin full force and effect; (vii) a payoff letter from evidence that all insurance required to be maintained pursuant to the agent for the lenders under the Existing Credit Agreement Loan Documents has been obtained and is in customary form, evidencing that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, releasedeffect; (viii) all Uniform Commercial Code financing statements required by Law to create or perfect the Liens intended to be created under the Loan Documents, in form for filing, and an executed copy of the shareholders’ register of the European Borrower evidencing the inscription of the pledge made pursuant to the Luxembourg Pledge Agreement; (ix) the Security Documents set forth on Schedule 4.01(a)(ix) hereto, and certificates (if applicable) evidencing any stock being pledged under the Pledge Agreements on the Closing Datethereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (xix) all other Loan Documents set forth on Schedule 4.01(a)(x) heretoDocuments, each duly executed by the applicable Loan Parties; (xiA) certificate an appraisal (based on net liquidation value) by a third party appraiser acceptable to the Agent of Responsible Officers all Material Intellectual Property of the Borrower and the Parent confirming that borrowing, guaranteeing or securing, as appropriateLoan Parties, the Obligations in results of which are satisfactory to the manner contemplated by this Agreement Agent, and (B) a written report regarding the other results of a commercial finance examination of the Loan Documents executed on Parties, which shall be satisfactory to the Closing Date does not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceededAgent; (xii) an executed copy of the Services Fee Agreements and the Side Agreement, in each case in form and substance reasonably acceptable to the Administrative Agent; and (xiiixi) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably close satisfactory to the Closing DateAgent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases satisfactory to the Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases have been made; and (xii) all documents and instruments, including Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office, required by law or reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent. (b) [reserved] (c) The Borrower or any Subsidiary Agent and the Lenders shall have entered into received and be satisfied with the substance of (i) the Euro Term Loan Agreement and received, or substantially simultaneously with the borrowing under this Agreement shall receive, gross proceeds (x) audited annual financial statements of the Euro Term Loans in a minimum amount Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2011, (y) audited annual financial statements of €20,000,000the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2012 (or, if audited financial statements are not available, unaudited drafts thereof), and (z) interim financial statements of the Borrower and its Subsidiaries dated the end of the most recent Fiscal Quarter ended at least forty-five (45) days prior to the Closing Date for which such financial statements are available, and (ii) the ABL Credit Agreement shall have been executed on terms projections and conditions substantially the same as those set forth in the term sheet attached to the Commitment Letter, dated as of June 8, 2009 and as amended as of June 24, 2009 (with such changes as the Administrative Agent shall reasonably agree), by and among Bank of America, N.A., Bank of America Securities LLC, General Electric Capital Corporation, GE Capital Markets, Inc., Parent and the Borrower and become effective substantially simultaneously with the borrowing under this Agreement. (d) The conditions precedent set forth on Part I of Schedule 2 of the French Credit Agreement shall have been satisfied (or waived by the Agent (as defined in the French Credit Agreement)). (e) (i) The Administrative Agent, the Euro Term Loan Agent, the Collateral Agent and the ABL Agent shall have entered into the ABL Intercreditor Agreement and (ii) the Administrative Agent, the Euro Term Loan Agent and the Collateral Agent shall have entered into the Term Loan Intercreditor Agreement, in each case on terms reasonably satisfactory to the Administrative Agent. (f) There shall exist no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrower or the Parent, threatened that (i) would reasonably be expected to (A) have a material adverse effect on the business, assets, operations, properties, performance or condition other information (financial or otherwise) of the Parent and its subsidiaries, taken as a whole, or of the Borrower and its subsidiaries, taken as a whole, (B) adversely affect the ability of the Loan Parties to perform their obligations under the Loan Documents in any material respect, or (C) adversely affect the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents in any material respect; or (ii) purports to adversely affect in any material respect the financing of the Loans or prevent the anticipated use of the proceeds thereof. (g) Since January 31, 2009, there shall not have been any event or occurrence that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its Subsidiaries, taken as a whole, or the Borrower and its Subsidiaries, taken as a whole. (h) The Administrative Agent shall have received a copy of the final legal and tax structure memorandum from Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP and shall have determined that any material differences between such final legal and tax structure memorandum as compared to the prior version delivered to the Administrative Agent, with respect to settlement of intercompany payables that have an impact on the liquidity of the Loan Parties, are reasonably acceptable to it, and, to the extent the memorandum contemplates such settlement prior to the Closing Date, the Parent and its Subsidiaries shall have taken such steps as are reasonably necessary to settle the intercompany payables (other than trade payables incurred in the ordinary course of business) to the extent, in the manner and on the timing set forth in such memorandum (and the Administrative Agent shall have received a certification as to such steps having been taken by a Responsible Officer of the Parent). (i) The Parent, pursuant to an agreement reasonably acceptable to the Administrative Agent, shall have assigned to the Borrower all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned requested by the Parent in the United States and Mexico. (j) The Administrative Agent shall have received copies of all material documents and agreements executed by the Loan Parties pursuant to the Warrant Agreement with respect to the Warrants, each in form and substance reasonably acceptable to the Administrative Agent, and the Parent shall have (x) issued the Warrants to Xxxxxx Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P. and Triton Coinvestment SPV L.P., and (y) reserved authorized and unissued shares of common stock of Parent in an amount sufficient to satisfy the full exercise of the Warrants. (k) The board of directors of the Parent shall have granted all necessary approvals under the Parent’s Organization Documents and Delaware General Corporation Law with respect to the acquisition and exercise of the Warrants. (l) The number of directors on the Board of Directors of the Parent shall have been increased by two and the newly created directorships shall have been filled by nominees of each of Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P. (m) The board of directors of the Parent shall have adopted an equity incentive plan for members of current management and future hires, on terms reasonably acceptable to Administrative Agent. (n) All necessary governmental and material third party consents and approvals to the transactions contemplated by this Agreement to occur on the Closing Date shall have been obtained. (oc) All fees and expenses required to be paid by to the Borrower to any of the Administrative Agent or the Arranger on or before the Closing Date shall have been paid in full, and all fees and expenses required to be paid by the Borrower to the Lenders on or before the Closing Date shall have been paid in full. (pd) The Administrative Agent Borrower shall have concluded any legally-required background checks paid all fees, charges and disbursements of counsel to the Agent to the extent invoiced at least one (1) Business Day prior to the Closing Date. (e) The Agent and the Lenders shall have received all documentation and other investigations to ensure compliance with the Patriot Act information required by regulatory authorities under applicable “know your customer” and anti-money laundering lawsrules and regulations, including without limitation the USA PATRIOT Act. (qf) The Agent shall have received a certified copy of the Brand Matter Acquisition Agreement, duly executed by the parties thereto (together with all exhibits and schedules thereto), which shall be in full force and effect. (g) Prior to or contemporaneously with the initial funding of the Loans, the Borrower shall consummate the Brand Matter Acquisition in accordance with the terms and conditions set forth in the Brand Matter Acquisition Agreement; provided that, without the prior consent of the Agent, no provision of the Brand Matter Acquisition Agreement shall have been amended, supplemented or otherwise modified, and no provision thereof shall have been waived by the Borrower in a manner that is material and adverse to the interests of the Lenders (as reasonably determined by the Agent). (h) The Agent shall have received evidence satisfactory to it that all of the outstanding convertible notes of the Borrower in the aggregate principal amount of $14,500,000 shall have been converted into Equity Interests of the Borrower. (i) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (r) No Default shall exist, or would result from the Loans or from the application of the proceeds thereof, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (s) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (t) Since June 8, 2009, there shall have been no material changes in governmental regulations or policies affecting Parent or its Subsidiaries, the Borrower and its Subsidiaries or the Credit Parties. (u) The Parent or its Subsidiaries shall not be a party to any binding agreement to dispose of Collateral (including the DC Shoes Business) outside of the ordinary course of business. (v) The Parent shall have, and shall have caused its applicable Subsidiaries to, (i) effectuate the creation of the European Borrower and 54th Street, (ii) cause the transfer of Equity Interests in QS Holdings to the European Borrower, (iii) cause the transfer of Equity Interests in Quiksilver Deluxe S.à x.x. previously held by QS Holdings to 54th Street, (iv) cause the transfer of Equity Interests previously held by QS Holdings in Quiksilver Brazil to 00xx Xxxxxx and (v) cause QS Holdings to assign to 00xx Xxxxxx all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by QS Holdings in Antigua, Xxxxxxxxx, Xxxxx, Xxxxxxx, Xxxxxxxx, Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, Canada, Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, Grenada, Guatemala, Guyana, Haiti, Honduras, Jamaica, Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, St. Kitts & Nevis, St. Lucia, Suriname, Trinidad, Uruguay, and Venezuela, in each case free and clear of all Liens other than Permitted Encumbrances. (w) On or prior to July 31, 2009, each of the lenders under the Pilot Facility Agreement (as defined in the French Credit Agreement) case of any representation and warranty qualified by materiality, they shall have executed an amendment to the Pilot Facility Agreement, be true and correct in form and substance reasonably satisfactory to the Administrative Agent, extending the maturity of the Pilot Facility Agreement to a date not earlier than September 29, 2009 and including a waiver permitting the pledge by QS Holdings of all of its shares of 00xx Xxxxxx in support of the obligations under the Euro Term Loan Credit Agreementrespects. (x) On or prior to July 31, 2009, QS Holdings shall have been released from, and Biarritz Holdings S.à x.x shall have assumed, any and all indebtedness owed by QS Holdings to Pilot SAS and Q.S. Finance S.A.

Conditions of Loans. The obligation of each Lender to make its Loan Loans hereunder on the Closing Date is subject to satisfaction of the following conditions precedentprecedent except as otherwise agreed in writing between the Borrower and the Lenders: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, facsimiles or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) in ..pdf format (followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party Party, each in form and substance reasonably satisfactory to the Administrative Agent (if applicable):at the direction of the Requisite Lenders) and legal counsel to the Administrative Agent and the Lenders: (i) executed counterparts of this Agreement; (ii) a an original Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing DateNote; (iii) such certificates (including a certificate substantially in the form of Exhibit J) of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent (at the direction of the Requisite Lenders) may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party (including approvals by the board of directors or similar governing body of each Loan Party) and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyparty or is to be a party on the Closing Date; (iv) copies an opinion from Weil, Gotshal & Mxxxxx LLP, covering certain Florida and New York law matters, substantially in the form of each Loan Party’s Organization Documents Exhibit H-1; and a certificate of good standing (where applicablean opinion from Rxxxxxxx, or such other customary functionally equivalent certificates or abstractsXxxxxx & Finger, P.A., Delaware counsel to the extent available Loan parties, substantially in the applicable jurisdiction) form of such Loan Party’s jurisdiction of organizationExhibit H-2; (v) a favorable opinion of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (B) AMMC Law, special Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Luxembourg Pledge Agreement as the Administrative Agent may reasonably request, and (C) General Counsel of Quiksilver, Inc., as to (x) the due execution and authorization and enforceability of the Side Agreement and Services Fee Agreement and (y) the absence of a conflict with Material Indebtedness of the Loan Parties other than the Senior Notes Indenture, the ABL Credit Agreement and the Euro Term Loan Credit Agreement[Reserved]; (vi) a Committed Loan Notice relating to the Loans; (vii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that all existing Liens (other than in respect of Surviving Indebtedness or other Liens permitted under Section 7.01) have been terminated and all actions required to terminate and release such Liens have been satisfactorily taken or will be taken substantially simultaneously with the Closing Date; (viii) good standing certificates or certificates of status, as applicable and bring down certificates, for each Loan Party; (ix) a certificate signed by of a Responsible Officer of the BorrowerLoan Parties certifying that the Projections delivered to the Lenders on or about October 17, certifying that2011, as were prepared by the Loan Parties in good faith on the basis of the Closing Date after giving effect assumptions stated therein (which assumptions were believed to be reasonable at the time of preparation of such Projections), and reflect projections for the balance of Fiscal Year 2011 and Fiscal Year 2012 and shall attach thereto updates (if any), which updates shall be reasonably satisfactory to the transactions contemplated hereby, the Borrower and its Subsidiaries on a consolidated basis are Solvent; (vii) a payoff letter from the agent for the lenders under the Existing Credit Agreement in customary form, evidencing that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (viii) all Uniform Commercial Code financing statements required by Law to create or perfect the Liens intended to be created under the Loan Documents, in form for filing, and an executed copy of the shareholders’ register of the European Borrower evidencing the inscription of the pledge made pursuant to the Luxembourg Pledge Agreement; (ix) the Security Documents set forth on Schedule 4.01(a)(ix) hereto, and certificates (if applicable) evidencing any stock being pledged under the Pledge Agreements on the Closing Date, together with undated stock powers executed in blank, each duly executed by the applicable Loan PartiesRequisite Lenders; (x) all other Loan Documents set forth on Schedule 4.01(a)(x) hereto, each duly executed by the applicable Loan Parties; (xi) certificate of Responsible Officers 13-week cash flow forecast of the Borrower Loan Parties and the Parent confirming that borrowingtheir Subsidiaries, guaranteeing or securing, as appropriate, the Obligations in the manner contemplated by this Agreement and the other Loan Documents executed on the Closing Date does not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (xii) an executed copy of the Services Fee Agreements and the Side Agreement, in each case in form and substance reasonably acceptable to the Administrative Agent; and (xiii) results of searches or other evidence reasonably satisfactory to the Administrative Agent (at the direction of the Requisite Lenders), setting forth all forecasted receipts and disbursements for the succeeding 13 week period beginning as of the week of the Closing Date, broken down by week, including the anticipated weekly uses of the proceeds of the Loans for such period, which shall include, among other things, available cash, cash flow, trade payables and ordinary course expenses, total expenses and capital expenditures, fees and expenses relating to the Facility and working capital and other general corporate needs; (xi) each Collateral Document set forth on Schedule 1.01D (other than the WSI Pledge Documents), duly executed by each party thereto; (xii) the Third Amendment to First Lien Credit Agreement and such other amendments or waivers to the First Lien Loan Documents as the Requisite Lenders deem necessary or reasonably advisable, in each case dated as executed by all parties thereto, together with a certificate of a date reasonably close to the Closing Date) indicating the absence of Liens on the assets Responsible Officer of the Loan PartiesParties certifying that the Forbearance Agreement is in full force and effect; and (xiii) a certificate of a Responsible Officer of the Loan Parties certifying that the Senior Notes Forbearance Agreement is in full force and effect, except for Permitted Encumbrances and Liens for which termination statements attaching thereto a true and releases are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery correct copy of such termination statements duly executed and releases have been madeeffective agreement. (b) [reserved] (c) The Borrower or any Subsidiary shall have entered into (i) the Euro Term Loan Agreement and received, or substantially simultaneously with the borrowing under this Agreement shall receive, gross proceeds of the Euro Term Loans in a minimum amount of €20,000,000, and (ii) the ABL Credit Agreement shall have been executed on terms and conditions substantially the same as those set forth in the term sheet attached to the Commitment Letter, dated as of June 8, 2009 and as amended as of June 24, 2009 (with such changes as the Administrative Agent shall reasonably agree), by and among Bank of America, N.A., Bank of America Securities LLC, General Electric Capital Corporation, GE Capital Markets, Inc., Parent and the Borrower and become effective substantially simultaneously with the borrowing under this Agreement. (d) The conditions precedent set forth on Part I of Schedule 2 of the French Credit Agreement shall have been satisfied (or waived by the Agent (as defined in the French Credit Agreement)). (e) (i) The Administrative Agent, the Euro Term Loan Agent, the Collateral Agent and the ABL Agent shall have entered into the ABL Intercreditor Agreement and (ii) the Administrative Agent, the Euro Term Loan Agent and the Collateral Agent shall have entered into the Term Loan Intercreditor Agreement, in each case on terms reasonably satisfactory to the Administrative Agent. (f) There shall exist no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrower or the Parent, threatened that (i) would reasonably be expected to (A) have a material adverse effect on the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its subsidiaries, taken as a whole, or of the Borrower and its subsidiaries, taken as a whole, (B) adversely affect the ability of the Loan Parties to perform their obligations under the Loan Documents in any material respect, or (C) adversely affect the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents in any material respect; or (ii) purports to adversely affect in any material respect the financing of the Loans or prevent the anticipated use of the proceeds thereof. (g) Since January 31, 2009, there shall not have been any event or occurrence that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its Subsidiaries, taken as a whole, or the Borrower and its Subsidiaries, taken as a whole. (h) The Administrative Agent shall have received a copy of the final legal and tax structure memorandum from Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP and shall have determined that any material differences between such final legal and tax structure memorandum as compared to the prior version delivered to the Administrative Agent, with respect to settlement of intercompany payables that have an impact on the liquidity of the Loan Parties, are reasonably acceptable to it, and, to the extent the memorandum contemplates such settlement or prior to the Closing Date, the Parent all documentation and its Subsidiaries shall have taken such steps as are other information reasonably necessary to settle the intercompany payables requested by them in writing at least three (other than trade payables incurred in the ordinary course of business3) Business Days prior to the extentClosing Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, in including the manner and on the timing set forth in such memorandum (and the Administrative Agent shall have received a certification as to such steps having been taken by a Responsible Officer of the Parent)USA PATRIOT Act. (i) The Parent, pursuant to an agreement reasonably acceptable to the Administrative Agent, shall have assigned to the Borrower all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by the Parent in the United States and Mexico. (j) The Administrative Agent shall have received copies of all material documents and agreements executed by the Loan Parties pursuant to the Warrant Agreement with respect to the Warrants, each in form and substance reasonably acceptable to the Administrative Agent, and the Parent shall have (x) issued the Warrants to Xxxxxx Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P. and Triton Coinvestment SPV L.P., and (y) reserved authorized and unissued shares of common stock of Parent in an amount sufficient to satisfy the full exercise of the Warrants. (k) The board of directors of the Parent shall have granted all necessary approvals under the Parent’s Organization Documents and Delaware General Corporation Law with respect to the acquisition and exercise of the Warrants. (l) The number of directors on the Board of Directors of the Parent shall have been increased by two and the newly created directorships shall have been filled by nominees of each of Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P. (m) The board of directors of the Parent shall have adopted an equity incentive plan for members of current management and future hires, on terms reasonably acceptable to Administrative Agent. (n) All necessary governmental and material third party consents and approvals to the transactions contemplated by this Agreement to occur on the Closing Date shall have been obtained. (oc) All fees and expenses required to be paid by the Borrower hereunder and invoiced prior to any of the Administrative Agent or the Arranger on or before the Closing Date shall have been paid in full, and all fees and expenses required full in cash prior to be paid by the Borrower to the Lenders on or before the Closing Date shall have been or, will be paid in fullfrom proceeds of the Loans on the Closing Date. (pd) The Administrative Agent shall have concluded any legally-required background checks received the Audited Financial Statements and other investigations to ensure compliance with the Patriot Act audit report for such financial statements and anti-money laundering lawsthe Unaudited Financial Statements. (qe) [Reserved.] (f) The Administrative Agent (at the direction of the Requisite Lenders) shall be reasonably satisfied that all necessary governmental and third party consents and approvals have been obtained and be effective and all applicable waiting periods in respect thereof shall have expired without any adverse action being taken by any Governmental Authority other than the those which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or to result in criminal or civil sanctions against any party thereto and that the Borrower is in compliance with all applicable Laws in all material respects. (g) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided, except that, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (rh) No Default shall exist, or would result from the such proposed Loans or from the application of the proceeds thereof, therefrom. Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the Administrative Agent shall conditions specified in this Section 4.01 have received a certification thereof by a Responsible Officer been satisfied on and as of the Borrowermaking of Loans hereunder. (s) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (t) Since June 8, 2009, there shall have been no material changes in governmental regulations or policies affecting Parent or its Subsidiaries, the Borrower and its Subsidiaries or the Credit Parties. (u) The Parent or its Subsidiaries shall not be a party to any binding agreement to dispose of Collateral (including the DC Shoes Business) outside of the ordinary course of business. (v) The Parent shall have, and shall have caused its applicable Subsidiaries to, (i) effectuate the creation of the European Borrower and 54th Street, (ii) cause the transfer of Equity Interests in QS Holdings to the European Borrower, (iii) cause the transfer of Equity Interests in Quiksilver Deluxe S.à x.x. previously held by QS Holdings to 54th Street, (iv) cause the transfer of Equity Interests previously held by QS Holdings in Quiksilver Brazil to 00xx Xxxxxx and (v) cause QS Holdings to assign to 00xx Xxxxxx all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by QS Holdings in Antigua, Xxxxxxxxx, Xxxxx, Xxxxxxx, Xxxxxxxx, Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, Canada, Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, Grenada, Guatemala, Guyana, Haiti, Honduras, Jamaica, Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, St. Kitts & Nevis, St. Lucia, Suriname, Trinidad, Uruguay, and Venezuela, in each case free and clear of all Liens other than Permitted Encumbrances. (w) On or prior to July 31, 2009, each of the lenders under the Pilot Facility Agreement (as defined in the French Credit Agreement) shall have executed an amendment to the Pilot Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, extending the maturity of the Pilot Facility Agreement to a date not earlier than September 29, 2009 and including a waiver permitting the pledge by QS Holdings of all of its shares of 00xx Xxxxxx in support of the obligations under the Euro Term Loan Credit Agreement. (x) On or prior to July 31, 2009, QS Holdings shall have been released from, and Biarritz Holdings S.à x.x shall have assumed, any and all indebtedness owed by QS Holdings to Pilot SAS and Q.S. Finance S.A.

Conditions of Loans. The obligation of each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party (if applicable): (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party (including approvals by the board of directors or similar governing body of each Loan Party) and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) copies of each Loan Party’s Organization Documents and a certificate of good standing (where applicable, or such other customary functionally equivalent certificates or abstracts, to the extent available in the applicable jurisdiction) of such Loan Party’s jurisdiction of organization; (v) a favorable opinion of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (B) AMMC Law, special Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Luxembourg Pledge Agreement as the Administrative Agent may reasonably request, and (C) General Counsel of Quiksilver, Inc., as to (x) the due execution and authorization and enforceability of the Side Agreement and Services Fee Agreement and (y) the absence of a conflict with Material Indebtedness of the Loan Parties other than the Senior Notes Indenture, the ABL Credit Agreement and the Euro Term Loan Credit Agreement; (vi) a certificate signed by a Responsible Officer of the Borrower, certifying that, as of the Closing Date after giving effect to the transactions contemplated hereby, the Borrower and its Subsidiaries on a consolidated basis are Solvent; (vii) a payoff letter from the agent for the lenders under the Existing Domestic Credit Agreement in customary form, evidencing that the Existing Domestic Credit Agreement has been, or concurrently with the Closing Date is being, terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Domestic Credit Agreement have been, or concurrently with the Closing Date are being, released; (viii) a payoff letter from the agent for the lenders under the Euro Term Loan Credit Agreement in customary form, evidencing that the Euro Term Loan Credit Agreement has been, or concurrently with the Closing Date is being, terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Euro Term Loan Credit Agreement have been, or concurrently with the Closing Date are being, released; (ix) all Uniform Commercial Code financing statements required by Law to create or perfect the Liens intended to be created under the Loan Documents, which shall have been filed, or submitted to the Collateral Agent in a form for filing, and an executed copy of in the shareholders’ register of the European Borrower evidencing the inscription of the pledge made pursuant to the Luxembourg Pledge Agreementappropriate jurisdictions; (ixx) the Security Documents set forth on Schedule 4.01(a)(ix4.01(a)(x) hereto, and certificates (if applicable) evidencing any stock being pledged under the Pledge Agreements on the Closing Date, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (xxi) all other Loan Documents set forth on Schedule 4.01(a)(x4.01(a)(xi) hereto, each duly executed by the applicable Loan Parties; (xixii) certificate of a Responsible Officers Officer of the Borrower and the Parent confirming that borrowing, guaranteeing or securing, as appropriate, the Obligations in the manner contemplated by this Agreement and the other Loan Documents executed on the Closing Date does not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (xiixiii) an executed copy appraisal of the Services Fee Agreements tradename/brand of the Loan Parties from an appraiser and the Side Agreement, in each case in form and substance of a value reasonably acceptable satisfactory to the Administrative Agent; and (xiiixiv) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably close to the Closing Date) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases have been made. (b) [reserved] (c) The Borrower or any Subsidiary shall have entered into (i) the Euro Term Loan Agreement and received, or substantially simultaneously with the borrowing under this Agreement shall receive, gross proceeds of the Euro Term Loans in a minimum amount of €20,000,000, and (ii) the ABL Credit Agreement shall have been executed on terms and conditions substantially the same as those set forth in the term sheet attached to the Commitment Letter, dated as of June 8, 2009 and as amended as of June 24, 2009 (with such changes as the Administrative Agent shall reasonably agree), by and among Bank of America, N.A., Bank of America Securities LLC, General Electric Capital Corporation, GE Capital Markets, Inc., Parent and the Borrower and become effective substantially simultaneously with the borrowing under this Agreement. (d) The conditions precedent set forth on Part I of Schedule 2 of the French Credit Agreement shall have been satisfied (or waived by the Agent (as defined in the French Credit Agreement)). (e) (i) The Administrative Agent, the Euro Term Loan Agent, the Collateral Agent and the ABL Agent shall have entered into the ABL Intercreditor Agreement and (ii) the Administrative Agent, the Euro Term Loan Agent and the Collateral Agent shall have entered into become party to the Term Loan ABL Intercreditor Agreement, in each case on terms reasonably satisfactory to the Administrative Agent. (fc) There shall exist no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrower or the Parent, threatened that (i) would reasonably be expected to (A) have a material adverse effect on the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its subsidiaries, taken as a whole, or of the Borrower and its subsidiaries, taken as a whole, (B) adversely affect the ability of the Loan Parties to perform their obligations under the Loan Documents in any material respect, or (C) adversely affect the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents in any material respect; or (ii) purports to adversely affect in any material respect the financing of the Loans or prevent the anticipated use of the proceeds thereof. (gd) Since January 31April 30, 20092010, there shall not have been any event or occurrence that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its Subsidiaries, taken as a whole, or the Borrower and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (h) The Administrative Agent shall have received a copy of the final legal and tax structure memorandum from Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP and shall have determined that any material differences between such final legal and tax structure memorandum as compared to the prior version delivered to the Administrative Agent, with respect to settlement of intercompany payables that have an impact on the liquidity of the Loan Parties, are reasonably acceptable to it, and, to the extent the memorandum contemplates such settlement prior to the Closing Date, the Parent and its Subsidiaries shall have taken such steps as are reasonably necessary to settle the intercompany payables (other than trade payables incurred in the ordinary course of business) to the extent, in the manner and on the timing set forth in such memorandum (and the Administrative Agent shall have received a certification as to such steps having been taken by a Responsible Officer of the Parent). (i) The Parent, pursuant to an agreement reasonably acceptable to the Administrative Agent, shall have assigned to the Borrower all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by the Parent in the United States and Mexico. (j) The Administrative Agent shall have received copies of all material documents and agreements executed by the Loan Parties pursuant to the Warrant Agreement with respect to the Warrants, each in form and substance reasonably acceptable to the Administrative Agent, and the Parent shall have (x) issued the Warrants to Xxxxxx Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P. and Triton Coinvestment SPV L.P., and (y) reserved authorized and unissued shares of common stock of Parent in an amount sufficient to satisfy the full exercise of the Warrants. (k) The board of directors of the Parent shall have granted all necessary approvals under the Parent’s Organization Documents and Delaware General Corporation Law with respect to the acquisition and exercise of the Warrants. (l) The number of directors on the Board of Directors of the Parent shall have been increased by two and the newly created directorships shall have been filled by nominees of each of Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P. (m) The board of directors of the Parent shall have adopted an equity incentive plan for members of current management and future hires, on terms reasonably acceptable to Administrative Agent. (ne) All necessary governmental and material third party consents and approvals to the transactions contemplated by this Agreement to occur on the Closing Date shall have been obtained. (of) All fees and expenses required to be paid by the Borrower to any of the Administrative Agent or the Arranger on or before the Closing Date shall have been paid in full, and all fees and expenses required to be paid by the Borrower to the Lenders on or before the Closing Date shall have been paid in full, including reasonable and documented fees of counsel (provided that the charges of counsel shall be limited to the reasonable and documented fees of one primary counsel and one local counsel in each relevant jurisdiction) for the Administrative Agent (to the extent invoiced prior to the Closing Date). (pg) The Administrative Agent shall have concluded any legally-required background checks and other investigations to ensure compliance with the Patriot Act and anti-money laundering laws. (qh) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (ri) No Default shall exist, or would result from the Loans or from the application of the proceeds thereof, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (s) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (t) Since June 8, 2009, there shall have been no material changes in governmental regulations or policies affecting Parent or its Subsidiaries, the Borrower and its Subsidiaries or the Credit Parties. (uj) The Parent or its Subsidiaries shall not be a party to any binding agreement to dispose of IP Collateral (including or the DC Shoes Business) Business outside of the ordinary course of business. (vk) The Parent Administrative Agent shall havebe satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties and the Administrative Agent shall have caused its applicable Subsidiaries to, (i) effectuate the creation of the European Borrower and 54th Street, (ii) cause the transfer of Equity Interests in QS Holdings to the European Borrower, (iii) cause the transfer of Equity Interests in Quiksilver Deluxe S.à x.x. previously held by QS Holdings to 54th Street, (iv) cause the transfer of Equity Interests previously held by QS Holdings in Quiksilver Brazil to 00xx Xxxxxx and (v) cause QS Holdings to assign to 00xx Xxxxxx all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by QS Holdings in Antigua, Xxxxxxxxx, Xxxxx, Xxxxxxx, Xxxxxxxx, Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, Canada, Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, Grenada, Guatemala, Guyana, Haiti, Honduras, Jamaica, Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, St. Kitts & Nevis, St. Lucia, Suriname, Trinidad, Uruguay, and Venezuela, in each case free and clear of all Liens other than Permitted Encumbrances. (w) On or prior to July 31, 2009, each of the lenders under the Pilot Facility Agreement (as defined in the French Credit Agreement) shall have executed an amendment to the Pilot Facility Agreement, in form and substance reasonably satisfactory to received endorsements naming the Administrative Agent, extending the maturity on behalf of the Pilot Facility Agreement to a date not earlier than September 29Lenders, 2009 and including a waiver permitting as an additional insured or loss payee, as the pledge by QS Holdings of all of its shares of 00xx Xxxxxx in support of the obligations under the Euro Term Loan Credit Agreementcase may be. (x) On or prior to July 31, 2009, QS Holdings shall have been released from, and Biarritz Holdings S.à x.x shall have assumed, any and all indebtedness owed by QS Holdings to Pilot SAS and Q.S. Finance S.A.

Conditions of Loans. The obligation of each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party Party, each dated the Closing Date (if applicable):or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement by the Borrower and other party hereto and of the Guaranty by each Initial Guarantor other than COG LP sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender that has requested requesting a Note at least two (2) Business Days in advance of the Closing DateNote; (iii) such certificates of resolutions resolutions, consents or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party other than COG LP as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party (including approvals by the board of directors or similar governing body of each Loan Party) and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) , together with copies certified by a Responsible Officer of each Loan Party of each Loan Party’s Organization Documents Documents; (iv) such documents and a certificate of certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing (and qualified to engage in business in each jurisdiction where applicableits ownership, lease or operation of properties or the conduct of its business requires such other customary functionally equivalent certificates or abstractsqualification, except to the extent available in the applicable jurisdiction) of such Loan Party’s jurisdiction of organizationthat failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Skaddenthe Borrower’s general counsel, Arps, Slate, Xxxxxxx & Xxxx LLP, special as counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary such matters relating to concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a favorable opinion of Cotton, (B) AMMC LawBxxxxxx, Xxxxx & Dxxxxx, PC, special Luxembourg counsel to the Loan Parties, Parties in the State of New Mexico addressed to the Administrative Agent and each Lender, as to customary such matters relating to of New Mexico law concerning the Luxembourg Pledge Agreement Loan Documents as the Administrative Agent may reasonably request, and ; (Cvii) General Counsel of Quiksilver, Inc., as to (x) the due execution and authorization and enforceability of the Side Agreement and Services Fee Agreement and (y) the absence a certificate of a conflict Responsible Officer of each Loan Party other than COG LP either (A) attaching copies of all consents, licenses and approvals required in connection with Material Indebtedness the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Parties other than the Senior Notes IndentureDocuments to which it is a party, the ABL Credit Agreement and the Euro Term Loan Credit Agreementsuch consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viviii) a certificate signed by a Responsible Officer of the Borrower, Borrower certifying that, as of the Closing Date after giving effect to the transactions contemplated hereby, the Borrower and its Subsidiaries on a consolidated basis are Solvent; (vii) a payoff letter from the agent for the lenders under the Existing Credit Agreement in customary form, evidencing that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (viii) all Uniform Commercial Code financing statements required by Law to create or perfect the Liens intended to be created under the Loan Documents, in form for filing, and an executed copy of the shareholders’ register of the European Borrower evidencing the inscription of the pledge made pursuant to the Luxembourg Pledge Agreement; (ix) the Security Documents set forth on Schedule 4.01(a)(ix) hereto, and certificates (if applicable) evidencing any stock being pledged under the Pledge Agreements on the Closing Date, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (x) all other Loan Documents set forth on Schedule 4.01(a)(x) hereto, each duly executed by the applicable Loan Parties; (xi) certificate of Responsible Officers of the Borrower and the Parent confirming that borrowing, guaranteeing or securing, as appropriate, the Obligations in the manner contemplated by this Agreement and the other Loan Documents executed on the Closing Date does not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (xii) an executed copy of the Services Fee Agreements and the Side Agreement, in each case in form and substance reasonably acceptable to the Administrative Agent; and (xiii) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably close to the Closing Date) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases have been made. (b) [reserved] (c) The Borrower or any Subsidiary shall have entered into (i) the Euro Term Loan Agreement and received, or substantially simultaneously with the borrowing under this Agreement shall receive, gross proceeds of the Euro Term Loans in a minimum amount of €20,000,000, and (ii) the ABL Credit Agreement shall have been executed on terms and conditions substantially the same as those set forth in the term sheet attached to the Commitment Letter, dated as of June 8, 2009 and as amended as of June 24, 2009 (with such changes as the Administrative Agent shall reasonably agree), by and among Bank of America, N.A., Bank of America Securities LLC, General Electric Capital Corporation, GE Capital Markets, Inc., Parent and the Borrower and become effective substantially simultaneously with the borrowing under this Agreement. (d) The conditions precedent set forth on Part I of Schedule 2 of the French Credit Agreement shall have been satisfied (or waived by the Agent (as defined in the French Credit Agreement)). (e) (i) The Administrative Agent, the Euro Term Loan Agent, the Collateral Agent and the ABL Agent shall have entered into the ABL Intercreditor Agreement and (ii) the Administrative Agent, the Euro Term Loan Agent and the Collateral Agent shall have entered into the Term Loan Intercreditor Agreement, in each case on terms reasonably satisfactory to the Administrative Agent. (f) There shall exist no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrower or the Parent, threatened that (i) would reasonably be expected to (A) have a material adverse effect on that the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its subsidiaries, taken as a whole, or of the Borrower and its subsidiaries, taken as a whole, (B) adversely affect the ability of the Loan Parties to perform their obligations under the Loan Documents in any material respect, or (C) adversely affect the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents in any material respect; or (ii) purports to adversely affect in any material respect the financing of the Loans or prevent the anticipated use of the proceeds thereof. (g) Since January 31, 2009, there shall not have been any event or occurrence that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, operations, properties, performance or condition (financial or otherwise) of the Parent and its Subsidiaries, taken as a whole, or the Borrower and its Subsidiaries, taken as a whole. (h) The Administrative Agent shall have received a copy of the final legal and tax structure memorandum from Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP and shall have determined that any material differences between such final legal and tax structure memorandum as compared to the prior version delivered to the Administrative Agent, with respect to settlement of intercompany payables that have an impact on the liquidity of the Loan Parties, are reasonably acceptable to it, and, to the extent the memorandum contemplates such settlement prior to the Closing Date, the Parent and its Subsidiaries shall have taken such steps as are reasonably necessary to settle the intercompany payables (other than trade payables incurred in the ordinary course of business) to the extent, in the manner and on the timing set forth in such memorandum (and the Administrative Agent shall have received a certification as to such steps having been taken by a Responsible Officer of the Parent). (i) The Parent, pursuant to an agreement reasonably acceptable to the Administrative Agent, shall have assigned to the Borrower all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by the Parent in the United States and Mexico. (j) The Administrative Agent shall have received copies of all material documents and agreements executed by the Loan Parties pursuant to the Warrant Agreement with respect to the Warrants, each in form and substance reasonably acceptable to the Administrative Agent, and the Parent shall have (x) issued the Warrants to Xxxxxx Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P. and Triton Coinvestment SPV L.P., and (y) reserved authorized and unissued shares of common stock of Parent in an amount sufficient to satisfy the full exercise of the Warrants. (k) The board of directors of the Parent shall have granted all necessary approvals under the Parent’s Organization Documents and Delaware General Corporation Law with respect to the acquisition and exercise of the Warrants. (l) The number of directors on the Board of Directors of the Parent shall have been increased by two and the newly created directorships shall have been filled by nominees of each of Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P. (m) The board of directors of the Parent shall have adopted an equity incentive plan for members of current management and future hires, on terms reasonably acceptable to Administrative Agent. (n) All necessary governmental and material third party consents and approvals to the transactions contemplated by this Agreement to occur on the Closing Date shall have been obtained. (o) All fees and expenses required to be paid by the Borrower to any of the Administrative Agent or the Arranger on or before the Closing Date shall have been paid in full, and all fees and expenses required to be paid by the Borrower to the Lenders on or before the Closing Date shall have been paid in full. (p) The Administrative Agent shall have concluded any legally-required background checks and other investigations to ensure compliance with the Patriot Act and anti-money laundering laws. (q) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (r) No that no Default shall exist, or would result from the Loans or from the application of the proceeds thereof, and (B) that there has been no event or circumstance since December 31, 2006 (the date of the Initial Financial Statements) that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) [Reserved]; (x) a certificate as to insurance concerning the Borrowing Base Properties and other material assets of the Loan Parties, which certificate shall provide that the Administrative Agent is an additional insured thereunder; (xi) complete and original executed counterparts of the Mortgages and the other Security Instruments listed on Schedule 1.01 hereto, each duly executed by the appropriate Loan Party other than COG LP, together with evidence of arrangements by Administrative Agent’s counsel for the completion of all recordings and filings of such Mortgages and any financing statements with respect thereto or with respect to any other Security Instrument as may be necessary or, in the reasonable opinion of Administrative Agent, desirable effectively to create a valid, perfected and, subject to the Intercreditor Agreement, second priority Lien against Borrowing Base Properties representing at least 80% of the Engineered Value of all proved Borrowing Base Properties included in the Initial Engineering Report; (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require; and (xiii) the Initial Engineering Report. (b) The Borrower shall (i) be entering to an amendment to the First Lien Facility, which amendment shall, among other things, provide for a Borrowing Base (as defined in the First Lien Facility) after giving effect to the Transactions of not greater than $375,000,000 (subject to redetermination thereafter in accordance with the First Lien Facility) and permit the Borrower to enter into this Agreement and the Borrower and its Restricted Subsidiaries to consummate the Transactions without violating the terms of the First Lien Facility, (ii) have provided evidence or assurances satisfactory to the Administrative Agent that such amendment has become effective (or contemporaneously with the effectiveness of this Agreement will become effective) and (iii) have provided evidence or assurances satisfactory to the Administrative Agent that after giving effect to the Transactions, the Borrower will have (after application of the proceeds of the Loans) availability under the First Lien Credit Agreement of at least $50,000,000. (c) The Administrative Agent shall have received evidence or assurances satisfactory to it that after giving effect to the Transactions, the Borrower will have used a certification thereof portion of the proceeds of the Loans to repay in full all outstanding Indebtedness under that certain Second Lien Credit Agreement dated as of July 6, 2006, among Borrower, Bank of America, N.A., as administrative agent and the lenders party thereto, and that all Liens securing such Indebtedness have been terminated and released (provided that the foregoing condition shall not be construed to require the release of any such Liens as they relate to or secure the First Lien Facility). (d) a duly completed certificate signed by a Responsible Officer of the Borrower with respect to the financial statements referred to in Section 4.01(l) and Section 4.01(m) setting forth the Borrower’s pro forma compliance with the financial covenants set forth Section 7.11 as if such financial covenants applied to the periods covered by such financial statements, provided that the Borrower’s Consolidated EBITDAX for the period of four consecutive fiscal quarters ending December 31, 2006, shall be deemed to equal the Borrower’s Consolidated EBITDAX for the three consecutive fiscal quarter period ending December 31, 2006, multiplied by the fraction four-thirds. (se) [Reserved]. (f) Any fees required to be paid on or before the Closing Date shall have been paid. (g) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (h) No event or condition shall have occurred since December 31, 2006, that could reasonably be expected to result in a Material Adverse Effect. (i) Except as disclosed to the Lenders in Schedule 5.06, there shall be no pending or threatened litigation, action or proceeding against the Borrower or any of its Subsidiaries, or with respect to any Borrowing Base Properties, that, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (j) [Reserved]. (k) The Administrative Agent shall have received a Solvency Certificate in the form attached hereto as Exhibit E, dated the Closing Date, and signed by the chief financial officer of the Borrower. (l) The Administrative Agent shall have received from the Borrower an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2006, and the related unaudited consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and an unaudited consolidating balance sheet and income statement of the Borrower and its Subsidiaries to be certified by a Responsible Officer of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries. (m) The Administrative Agent shall have received from the Borrower a pro forma consolidated balance sheet of the Borrower and its Restricted Subsidiaries, reflecting the consummation of the Transactions, the related financings and other transactions contemplated by the Loan Notice Documents to occur on or prior to the Closing Date, which pro forma balance sheet shall be prepared consistent in all respects with the information previously provided by the Borrower to the Administrative Agent and the Lenders and otherwise in form and substance satisfactory to the Administrative Agent. (n) The Closing Date shall have occurred on or before March 31, 2007. (o) The Intercreditor Agreement shall have been duly executed by each of the parties thereto other than COG LP, and shall be in full force and effect. (p) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements hereof. (t) Since June 8. Without limiting the generality of the provisions of ARTICLE IX, 2009for purposes of determining compliance with the conditions specified in this Section 4.01, there each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have been no material changes in governmental regulations or policies affecting Parent or its Subsidiaries, the Borrower and its Subsidiaries or the Credit Parties. (u) The Parent or its Subsidiaries shall not be a party to any binding agreement to dispose of Collateral (including the DC Shoes Business) outside of the ordinary course of business. (v) The Parent shall have, and shall have caused its applicable Subsidiaries to, (i) effectuate the creation of the European Borrower and 54th Street, (ii) cause the transfer of Equity Interests in QS Holdings received notice from such Lender prior to the European Borrower, (iii) cause the transfer of Equity Interests in Quiksilver Deluxe S.à x.x. previously held by QS Holdings to 54th Street, (iv) cause the transfer of Equity Interests previously held by QS Holdings in Quiksilver Brazil to 00xx Xxxxxx and (v) cause QS Holdings to assign to 00xx Xxxxxx all trademarks, service marks, trade names and logos related to “QUIKSILVER” and “ROXY” (including the applications and registrations with respect thereto and all goodwill connected with the use thereof and symbolized thereby) owned by QS Holdings in Antigua, Xxxxxxxxx, Xxxxx, Xxxxxxx, Xxxxxxxx, Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, Canada, Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, Grenada, Guatemala, Guyana, Haiti, Honduras, Jamaica, Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, St. Kitts & Nevis, St. Lucia, Suriname, Trinidad, Uruguay, and Venezuela, in each case free and clear of all Liens other than Permitted Encumbrancesproposed Closing Date specifying its objection thereto. (w) On or prior to July 31, 2009, each of the lenders under the Pilot Facility Agreement (as defined in the French Credit Agreement) shall have executed an amendment to the Pilot Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, extending the maturity of the Pilot Facility Agreement to a date not earlier than September 29, 2009 and including a waiver permitting the pledge by QS Holdings of all of its shares of 00xx Xxxxxx in support of the obligations under the Euro Term Loan Credit Agreement. (x) On or prior to July 31, 2009, QS Holdings shall have been released from, and Biarritz Holdings S.à x.x shall have assumed, any and all indebtedness owed by QS Holdings to Pilot SAS and Q.S. Finance S.A.