AMENDMENT TO EURO CREDIT AGREEMENT
Exhibit 10.54
Execution Version
AMENDMENT TO EURO CREDIT AGREEMENT
This AMENDMENT (this “Amendment”), dated as of January 11, 2010 (the “Effective
Date”), is entered into by and among MOUNTAIN & WAVE S.à X.X., a Luxembourg private limited
liability company (the “Borrower”); QUIKSILVER, INC., a Delaware corporation (the
“Parent”); each lender from time to time a party hereto (collectively, the
“Lenders” and individually, a “Lender”) and RHÔNE GROUP L.L.C., as administrative
agent (the “Administrative Agent”) under that certain Credit Agreement dated as of July 31,
2009 (as otherwise amended, amended and restated, supplemented or otherwise modified from time to
time, the “Euro Credit Agreement”) among the Borrower, the Parent, the Lenders and the
Administrative Agent. Capitalized terms used herein not otherwise defined herein or otherwise
amended hereby shall have the meanings ascribed thereto in the Euro Credit Agreement.
WITNESSETH:
WHEREAS the parties hereto desire to amend the Euro Credit Agreement on the terms, and subject
to the conditions, set forth herein; and
WHEREAS pursuant to Section 10.01 of the Euro Credit Agreement, no amendment or waiver
of any provision of the Euro Credit Agreement, nor Consent to any departure by any Loan Party
therefrom, shall be effective unless in writing signed by the Required Lenders (or the
Administrative Agent, with the Consent of the Required Lenders), and the Borrower or the applicable
Loan Party, as the case may be; and
WHEREAS the Borrower has requested that the Administrative Agent and the Lenders approve the
amendment set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO EURO CREDIT AGREEMENT
Upon the Effective Date, the Euro Credit Agreement shall be amended as follows:
The definition of “Americas Consolidated EBITDA” set forth in Section 1.01 of the Euro Credit
Agreement shall be amended by adding at the end of clause (b) thereof the phrase “,
provided that, in measuring Americas Consolidated EBITDA under Section 7.14(a) for
the Measurement Period ending January 31, 2010 (and, for the avoidance of doubt, not for purposes
of measuring Americas Consolidated EBITDA with respect to any other Measurement Period), Americas
Consolidated EBITDA shall be reduced by such cash payments only to the extent they exceed $3
million”.
SECTION 2. REPRESENTATIONS AND WARRANTIES
Each of the parties hereto hereby represents and warrants that as of the Effective Date:
1. this Amendment has been duly authorized, executed and delivered by it;
2. this Amendment and the Euro Credit Agreement, as amended hereby, constitute legal,
valid and binding obligations, enforceable against it in accordance with its terms, except
as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of creditors’
rights and (ii) the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and
3. execution, delivery and performance of this Amendment and the Euro Credit Agreement,
as amended hereby, will not conflict with or result in a breach of, or require any consent
under, the charter or by-laws or other constitutive document of it, or any applicable law or
regulation, or any order, writ, injunction, or decree of any Governmental Authority or
arbitral panel, or any agreement or instrument to which the Borrower, Parent or any of their
Subsidiaries is a party or by which any of them or any of their property is bound or to
which any of them is subject, or constitute a default under any such agreement or
instrument, or (except for Liens created in accordance with the Security Documents and the
other Loan Documents) result in the creation or imposition of any Lien upon any property of
the Borrower, Parent or any of their Subsidiaries pursuant to the terms of any such
agreement or instrument.
SECTION 3. MISCELLANEOUS
1. Reference to and Effect on the Existing Euro Credit Agreement and the Other Loan
Documents.
(a) Except as specifically amended by this Amendment, the Euro Credit Agreement and the
other Loan Documents relating thereto shall remain in full force and effect and are hereby
ratified and confirmed.
(b) The execution, delivery and performance of this Amendment shall not, except as expressly
provided herein, constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of the Administrative Agent or the Lenders under, the Euro Credit Agreement or
any of the other Loan Documents relating thereto.
2. Headings.
Section and subsection headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose or be given
any substantive effect.
3. Applicable Law.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
4. Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument; signature
pages may be detached from multiple separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.
| MOUNTAIN & WAVE S.À X.X., as the Borrower | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| QUIKSILVER, INC., as a Guarantor | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| RHÔNE GROUP L.L.C., as Administrative Agent | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| XXXXXX HOLDINGS C.V., as Lender | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| TRITON SPV L.P., as Lender | ||||||
| By: Triton GP SPV LLC, as General Partner | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| TRITON ONSHORE SPV L.P., as Lender | ||||||
| By: Triton GP SPV LLC, as General Partner | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| TRITON OFFSHORE SPV L.P., as Lender | ||||||
| By: Triton GP SPV LLC, as General Partner | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| TRITON COINVESTMENT SPV L.P., as Lender | ||||||
| By: Triton GP SPV LLC | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
