Translation from the
French
SUPPLEMENTARY AGREEMENT NO.
1
MODIFYING THE BOND ARRANGEMENTS
AND THE TERMS AND CONDITIONS OF
THE GUARANTEE ATTACHED TO THE
SUBSCRIPTION AGREEMENT
SKIS
ROSSIGNOL FINANCE LUXEMBOURG S.A., société anonyme
governed by the laws of Luxembourg
with share capital of EUR 31,000, whose registered office is
located 11, avenue Emile Reuter, L-2420 Luxembourg, incorporated
with the Luxembourg Trade and Companies Register under the number B
109.345 (the “ Issuer ”);
SKIS
ROSSIGNOL S.A. – CLUB ROSSIGNOL S.A.,
société
anonyme with share
capital of EUR 30,159,286, whose registered office is located
220 rue du Pommarin – 38430 Moirans, incorporated with the
Grenoble Trade and Companies Register under the number B 056 502
958 (the “ Former Guarantor ”);
QUIKSILVER
INC., a corporation
governed by the laws of the State of Delaware, United States of
America (the “ New Guarantor ”);
SOCIETE
GENERALE BANK & TRUST , société anonyme governed by
the laws of Luxembourg, whose registered office is located 11,
avenue Emile Reuter, L-2420 Luxembourg, incorporated with the
Luxembourg Trade and Companies Register under the number B. 6061
(the “ Initial Subscriber ”).
Each being a
“ Party ” and, collectively, the “
Parties ”.
It having
first been stated that:
On
July 11, 2005, the Issuer, the Former Guarantor and the
Initial Subscriber signed a Subscription Agreement (the “
Agreement ”) by which the Issuer made an undertaking
to issue, and the Initial Subscriber made an undertaking to
subscribe to, the Bonds (defined below) for a total nominal value
of 50 million (50,000,000) euros, issued on July 11,
2005, generating interest at the rate of 3.231 percent per annum
and maturing on July 13, 2010 (the “ Bonds
”). The following identifier was allocated to the Bonds: ISIN
FR0010199893.
As of the date
hereof, the Initial Subscriber is the sole and only holder of the
Bonds.
The Parties
wish, by means of this present supplementary agreement
(hereinafter, the “ Supplementary Agreement ”),
and after having obtained the agreement of the Initial Subscriber
to the Bonds during the general meeting of bondholders or bearers
dated July 25, 2008, to modify the arrangements relating to
the Bonds featured in Schedule 1 to the Agreement (“
Arrangements ”) as well as the terms and conditions of
the guarantee featured in Schedule 2 to the Agreement (the
“ Former Guarantee ”).
Translation from the
French
The
following has therefore been agreed:
1.1. Within
Schedule 1 to the Agreement, paragraph (c) of article
2. Ranking of the Bonds and of the Guarantee and preservation
of the ranking of the loan shall be deleted and replaced in
its entirety by the following:
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“2.
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Ranking of the Bonds and of the
Guarantee and preservation of the ranking of the
loan
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(c)
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Preservation of the ranking of the
loan.
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(i)
For as long as Bonds remain in circulation (as defined below), the
Issuer undertakes not to grant and not to allow the preservation of
any mortgage, privilege, pledge, security or any other surety over
any one of its assets or earnings, present or future, for the
purpose of guaranteeing any Relevant Borrowing (as defined below),
or any guarantee or indemnity relating to any Relevant Borrowing
other than an Authorized Surety (as defined below) without
(a) agreeing to the same mortgage, privilege, pledge, security
or any other surety in guarantee of the Bonds or (b) granting
any other surety to the Bonds following the prior agreement of the
Pool (as defined at Condition 8 below).
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In
the context of these present Arrangements:
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Bonds in circulation means all Bonds
other than (i) those repaid in accordance with the
Arrangements, (ii) those in respect of which claims have been
stipulated by virtue of Arrangement 10, and (iii) those which
have been purchased and cancelled, as stipulated in Arrangement
5;
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Relevant Borrowing means any
borrowing debt, present or future, represented by any type of debt
security (including bonds and transferable debt securities), listed
or liable to
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