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EXHIBIT 10.1
FOURTH AMENDMENT TO
LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "Fourth Amendment") dated as of
April 1, 1997, is made and entered into by and between QUIKSILVER, INC., a
Delaware Corporation ("Borrower"), and UNION BANK OF CALIFORNIA, N.A.
("Bank").
RECITALS:
A. Borrower and Bank are parties to that certain Loan Agreement dated April
30, 1996 (the "Agreement"), pursuant to which Bank agreed to extend credit to
Borrower and amendments thereto dated September 5, 1996, October 22, 1996 and
November 29, 1996.
B. Borrower and Bank desire to amend the Agreement subject to the terms and
conditions of this Fourth Amendment.
AGREEMENT:
In consideration of the above recitals and of the mutual covenants and
conditions contained herein, Borrower and Bank agree as follows:
1. DEFINED TERMS. Initially capitalized terms used herein which are not
otherwise defined shall have the meanings assigned thereto in the Agreement.
2. AMENDMENTS TO THE AGREEMENT.
(a) Section 1.1.2 of the Agreement is hereby added in its entirety as
follows:
"1.1.2 THE REVOLVING LOAN B. Bank will loan to Borrower an amount not to exceed
Four Million Dollars ($4,000,000) outstanding in the aggregate at any one time
(the "Revolving Loan B"). Borrower may borrow, repay and reborrow all or part of
the Revolving Loan B in amounts of not less than Fifty Thousand Dollars
($50,000) in accordance with the terms of the Revolving Note B. All borrowings
of the revolving Loan B must be made before July 1, 1997 at which time all
unpaid principal and interest of the Revolving Loan B shall be due and payable.
The Revolving Loan B shall be evidenced by a promissory note (the "Revolving
Note B") on the standard form used by Bank for commercial loans. Bank shall
enter each amount borrowed and repaid in Bank's records and such entries shall
be deemed to be the amount of the Revolving Loan B outstanding. Omission of Bank
to make any such entries shall not discharge Borrower of its obligation to repay
in full with interest all amounts borrowed."
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3. EFFECTIVENESS OF THE FOURTH AMENDMENT. This Fourth Amendment shall become
effective as of the date hereof when, and only when, Bank shall have received
all of the following, in form and substance satisfactory to Bank:
(a) This Fourth Amendment, duly executed by Borrower;
(b) The Promissory Note, duly executed by Borrower;
(c) Such other documents, instruments or agreements as Bank may
reasonably deem necessary.
4. RATIFICATION. Except as specifically amended herein above, the Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
5. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants as follows:
(a) Each of the representations and warranties contained in the
Agreement, as may be amended hereby, is hereby reaffirmed as of the date hereof,
each as if set forth herein;
(b) The execution, delivery and performance of the Fourth Amendment and
any other instruments or documents in connection herewith are within Borrower's
power, have been duly authorized, are legal, valid and binding obligations of
Borrower, and are not in conflict with the terms of any charter, bylaw, or other
organization papers of Borrower or with any law, indenture, agreement or
undertaking to which Borrower is a party or by which Borrower is bound or
affected;
(c) No event has occurred and is continuing or would result from this
Fourth Amendment which constitutes or would constitute an Event of Default under
the Agreement.
6. GOVERNING LAW. This Fourth Amendment and all other instruments or documents
in connection herewith shall be governed by and construed according to the laws
of the State of California.
7. COUNTERPARTS. This Fourth Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
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WITNESS the due execution hereof as of the date first above written.
QUIKSILVER, INC. UNION BANK OF CALIFORNIA, N.A.
/s/ Xxxxxx X. XxXxxxxx, Xx. /s/ Xxxx Xxxxxx
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Xxxxxx X. XxXxxxxx, Xx. Xxxx Xxxxxx
Chief Executive Officer Vice President
/s/ Xxxxxx X. Xxxxx s/s Xxxx X. Xxx
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Xxxxxx X. Xxxxx Xxxx X. Xxx
Chief Financial Officer Assistant Vice President
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