8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
August 27, 2010

Quiksilver, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-14229 (Commission File Number)	33-0199426 (IRS Employer Identification Number)
15202 Graham Street, Huntington Beach, CA		92649
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:
(714) 889-2200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On August 27, 2010, Quiksilver, Inc. (“Quiksilver”), as a guarantor, Quiksilver Americas, Inc., as lead borrower, and certain other U.S. and Canadian subsidiaries of Quiksilver, Inc., as borrowers (collectively, the “Borrower”) or guarantors, entered into the First Amendment to Credit Agreement (the “First Amendment”) by and among the Borrower, the guarantors party thereto, Bank of America, N.A. (“Bank of America”), as administrative agent and co-collateral agent, General Electric Capital Corporation (“GECC”), as co-collateral agent, and the lenders party thereto. The First Amendment amends the credit agreement, dated as of July 31, 2009 (the “Revolving Facility”), by and among Quiksilver, as a guarantor, the Borrower, Bank of America, as administrative agent and co-collateral agent, GECC, as co-collateral agent, and the guarantors and lenders party thereto.

     The First Amendment amends certain provisions of the Revolving Facility to, among other things, extend the maturity date of the Revolving Facility from July 31, 2012 to August 27, 2014, reduce commitment fees payable on unused commitment amounts, ease certain covenants, eliminate the financial covenant that required U.S. availability under the Revolving Facility to at all times exceed 7.5% of the lesser of total commitments under the Revolving Facility and the total borrowing base and reduce the aggregate commitments under the Revolving Facility from $200 million to $150 million (with a Borrower option to expand the aggregate commitments to $250 million on certain conditions).

     In addition, the First Amendment reduces the interest rate margins applicable to borrowings under the Revolving Facility. Under the First Amendment, in the case of U.S. borrowers, the interest rate applicable to loans issued under the Revolving Facility will be, at the Borrower’s option, either (i) an adjusted London Inter-Bank Offer (“LIBO”) rate plus a spread of 2.5% to 3.0%, or (ii) a Base Rate (as defined below) plus a spread of 1.5% to 2.0%. The Base Rate is the highest of (A) the U.S. prime rate, (B) the federal funds effective rate plus 0.5%, or (C) an adjusted LIBO rate for an interest period of one month plus 1% per annum. In the case of the Canadian borrower, the interest rate applicable to loans issued under the Revolving Facility will be, at the Borrower’s option, any of: (i) an adjusted LIBO rate plus a spread of 2.5% to 3.0% (if U.S. Dollar loans); or (ii) a Canadian Base Rate (as defined below) plus a spread of 2.0% to 2.5% (if Canadian Dollar loans); or (iii) a bankers’ acceptance equivalent rate plus a spread of 2.5% to 3.0% (if Canadian Dollar loans). The Canadian Base Rate is the highest of (A) the Canadian prime rate, (B) the Bank of Canada overnight rate plus 0.5%, or (C) a bankers’ acceptance equivalent rate for an interest period of one month plus 1% per annum. The applicable spreads are based upon the average daily excess availability under the Revolving Facility.

     The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

This Current Report on Form 8-K also furnishes the press release issued by Quiksilver on September 2, 2010 to announce its financial results for the quarter ended July 31, 2010. The press release is attached hereto as Exhibit 99.1.

In addition to Quiksilver’s GAAP financial information, the press release furnished with this report as Exhibit 99.1 reports pro forma income from continuing operations and pro forma diluted income per share from continuing operations, each excluding restructuring and asset impairment charges which are considered non-GAAP financial measures. Quiksilver believes that this non-GAAP information provides consistency and comparability with its past financial reports. Quiksilver has chosen to provide this information to investors to enable them to perform additional analyses of past, present and future operating performance and as a supplemental means to evaluate Quiksilver’s operations.

The non-GAAP information should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from non-GAAP or other pro forma measures used by other companies.

The information in this Item 2.02 and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities

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Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	First Amendment to Credit Agreement.
99.1	Press Release dated September 2, 2010, issued by Quiksilver, Inc

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	QUIKSILVER, INC.
Date: September 2, 2010	By:	/s/ Joseph Scirocco
		Joseph Scirocco
		Chief Financial Officer and Chief Operating Officer

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

     This First Amendment to Credit Agreement (this “First Amendment”) dated as of August 27, 2010 is entered into among:

     QUIKSILVER AMERICAS, INC., a California corporation (the “Lead Borrower”);

     QUIKSILVER CANADA CORP., a Nova Scotia unlimited liability company (the “Canadian Borrower”),

     the Persons named on Schedule 1.01 hereto (collectively, with the Lead Borrower, the “Domestic Borrowers”);

     QUIKSILVER, INC., a Delaware corporation (the “Parent”);

     the Persons named on Schedule 1.02 hereto (collectively, the “Guarantors”);

     the Lenders party hereto;

     BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;

     BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent, Swing Line Lender and L/C Issuer; and

     BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agents;

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

WITNESSETH:

     Reference is made to that certain Credit Agreement dated as of July 31, 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i) Quiksilver Americas, Inc., as the Lead Borrower for itself and the other Borrowers party thereto, (ii) such other Borrowers, (iii) Quiksilver Canada Corp., as the Canadian Borrower, (iv) the Guarantors party thereto, (v) the Administrative Agent, (vi) the Co-Collateral Agents and (vii) the Lenders party thereto.

     The Borrowers have requested that certain modifications be made to the Credit Agreement to, among other things, reduce the Aggregate Total Commitments and pricing. The Lenders have agreed to such modifications on the terms set forth herein.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained and benefits to be derived herefrom, the parties hereto agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

2. Amendment to Title Page. The reference to Joint Lead Arrangers and Joint Bookrunners on the title page of the Credit Agreement shall mean and refer solely to Banc of America Securities LLC as Sole Lead Arranger and Sole Bookrunner.

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3. Amendments to Article I. The provisions of Article I of the Credit Agreement are hereby amended as follows:

a.	The following definitions are hereby added to Article I in appropriate alphabetical order:
	“Additional Borrowing Base Reserve” means a Reserve with respect to the Domestic Borrowing Base in the amount of the then outstanding principal amount of term loans under the US Term Loan Credit Agreement to the extent such term loan has not been repaid, refinanced or otherwise satisfied 90 days prior to its scheduled maturity date.
	“First Amendment Effective Date” means August 27, 2010.
b.	The definition of “Accelerated Borrowing Base Delivery Event” is hereby deleted in its entirety and the following substituted in its stead:
	“Accelerated Borrowing Base Delivery Event” means either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain Domestic Availability at least equal to the greater of (x) fifteen percent (15%) of the Total Loan Cap or (y) $15,000,000. For purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing (i) so long as such Event of Default is continuing, and/or (ii) if the Accelerated Borrowing Base Delivery Event arises as a result of the Domestic Borrowers’ failure to maintain Domestic Availability as required in clause (ii) of the immediately preceding sentence, until Domestic Availability has equaled or exceeded the greater of (x) fifteen percent (15%) of the Total Loan Cap or (y) $15,000,000, for sixty (60) consecutive calendar days, in which case an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement.
c.	The definition of “Adjustment Date” is hereby amended by the addition of the following at the end thereof:
	The first Adjustment Date after the First Amendment Effective Date shall be February 1, 2011.
d.	The definition of “Aggregate Domestic Commitments” is hereby amended by deleting the last sentence of such definition and substituting the following in its stead:
	As of the First Amendment Effective Date, the Aggregate Domestic Commitments are $135,000,000.
e.	The definition of “Aggregate Total Commitments” is hereby amended by deleting the last sentence of such definition and substituting the following in its stead:
	As of the First Amendment Effective Date, the Aggregate Total Commitments are $150,000,000.
f.	The definition of “Applicable Margin” is hereby deleted in its entirety and the following substituted in its stead:
	“Applicable Margin” means:

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          From and after the First Amendment Effective Date until the first Adjustment Date after the First Amendment Effective Date, the percentages set forth in Level II of the pricing grid below, unless the Average Daily Domestic Availability requirements for Level II (or lower) have not been satisfied, in which event the Applicable Margin shall be set at Level III. In no event shall the Applicable Margin be set at Level I prior to the first Adjustment Date (even if the Average Daily Domestic Availability requirements for Level I have been satisfied); and

          From and after the first Adjustment Date, the Applicable Margin shall be determined from the following pricing grid based upon the Average Daily Domestic Availability for the most recent Fiscal Quarter ended immediately preceding such Adjustment Date; provided however, that notwithstanding anything to the contrary set forth herein, upon the occurrence of an Event of Default, any Agent may, and the Administrative Agent shall at the direction of the Required Lenders, immediately increase the Applicable Margin to the percentage set forth in Level III which shall apply for so long as such Event of Default is continuing (even if the Average Daily Domestic Availability requirements for a different Level have been met and without limiting the right of the Administrative Agent or the Required Lenders to charge interest at the Default Rate as provided in Section 2.08(b)); provided further that, if any Borrowing Base Certificate is at any time restated or otherwise revised (including as a result of an audit) or if the information set forth in any such Borrowing Base Certificate otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately and retroactively recalculated at such higher rate for any applicable periods and shall be due and payable (to the extent not already paid) on demand.

	Average Daily Domestic	LIBOR			Domestic Prime			Canadian Prime			BA Rate
Level	Availability	Margin			Rate Margin			Rate Margin			Margin
I	Equal to or greater than 66% of the Total Loan Cap		2.50	%		1.50	%		2.00	%		2.50	%
II	Less than 66%, but equal to or greater than 33%, of the Total Loan Cap		2.75	%		1.75	%		2.25	%		2.75	%
III	Less than 33% of the Total Loan Cap		3.00	%		2.00	%		2.50	%		3.00	%

g.	The definition of “Applicable Rate” is hereby deleted in its entirety and the following substituted in its stead:
	“Applicable Rate” means, (i) with respect to Commercial Letters of Credit, at any time of calculation, a per annum rate equal to the Applicable Margin for Loans which are LIBO Rate Loans minus 0.50%, and (ii) with respect to Standby Letters of Credit, at any time of calculation, a per annum rate equal to the Applicable Margin for Loans which are LIBO Rate Loans.

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h.	The definition of “Appraisal Percentage” is hereby deleted in its entirety and the following substituted in its stead:
	“Appraisal Percentage” means ninety percent (90%).
i.	The definition of “Arrangers” is hereby deleted in its entirety and the following substituted in its stead:
	“Arrangers” means Banc of America Securities LLC, in its capacity as sole lead arranger. All references to the “Arrangers” shall mean and refer to the “Arranger”.
j.	The definition of “Availability Condition” is hereby deleted in its entirety and the following substituted in its stead:
	“Availability Condition” means at the time of determination with respect to any specified transaction or payment, Domestic Availability immediately preceding, and on a pro forma basis on the date thereof and a projected basis for the twelve (12) months immediately following, such transaction or payment was, and is projected to be, equal to or greater than the greater of (a) twenty percent (20%) of the Total Loan Cap and (b) $20,000,000.
k.	The definition of “Availability Reserves” is hereby amended by the addition of the following text in the fifth to last line, immediately after the text “(x) Dilution Reserves”:
	and (xi) Additional Borrowing Base Reserve.
l.	The definition of “Cash Dominion Event” is hereby deleted in its entirety and the following substituted in its stead:
	“Cash Dominion Event” means either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain Domestic Availability for three (3) consecutive Business Days at least equal to the greater of (x) fifteen percent (15%) of the Total Loan Cap or (y) $15,000,000. For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing (i) so long as such Event of Default is continuing, and/or (ii) if such Cash Dominion Event arises as a result of the Borrowers’ failure to maintain Domestic Availability as required under clause (ii) of the immediately preceding sentence, until Domestic Availability is at least equal to the greater of (x) fifteen percent (15%) of the Total Loan Cap or (y) $15,000,000 for sixty (60) consecutive calendar days; in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event shall be deemed continuing (even if an Event of Default is no longer continuing and/or Domestic Availability exceeds the required amount for sixty (60) consecutive calendar days) at all times after a Cash Dominion Event has occurred and been discontinued on three (3) occasions after the Closing Date.
m.	The definition of “Change in Law” is hereby amended by the addition of the following text at the end thereof:
	A Change in Law shall not include the application or effect of any regulations promulgated and any interpretation or other guidance issued in connection with Sections 1471 or 1472 of the Code.

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n.	The definition of “Covenant Compliance Event” is hereby deleted in its entirety and the following substituted in its stead:
	“Covenant Compliance Event” means, as of any date, Domestic Availability at any time is less than the greater of (x) fifteen percent (15%) of the Total Loan Cap or (y) $15,000,000. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until Domestic Availability is at least equal to the greater of (x) fifteen percent (15%) of the Total Loan Cap or (y) $15,000,000 for sixty (60) consecutive calendar days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement.
o.	The definition of “Credit Card Advance Rate” is hereby deleted in its entirety and the following substituted in its stead:
	“Credit Card Advance Rate” means ninety percent (90%).
p.	The following text contained in the definition of “Eligible Assignee” is hereby deleted in its entirety:
	provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Parent or any of its Subsidiaries or other Affiliates, or the US Term Loan Agent or the Euro Term Loan Agent, or any of their respective Lender Affiliates or Subsidiaries except in connection with the exercise of the purchase right, as set forth in Section 5.4 of the Intercreditor Agreement
	and the following substituted in its stead:
	provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Parent or any of its Subsidiaries or other Affiliates, or the US Term Loan Agent or the Euro Term Loan Agent, or any of their respective Lender Affiliates or Subsidiaries (except to the extent that the US Term Loan Agent or the Euro Term Loan Agent is Bank of America, N.A. in connection with any Permitted Amendment/Refinancing and except in connection with the exercise of the purchase right, as set forth in Section 5.4 of the Intercreditor Agreement)
q.	The definition of “Excluded Taxes” is hereby amended by deleting the “.” at the end of such definition and inserting the following in its stead:
	, and (e) any tax that is attributable to any Lender’s failure or inability to take any action (including entering into an agreement with the IRS), comply with any information gathering or reporting requirements, or to provide the Lead Borrower (with a copy to the Administrative Agent) with appropriate certification, in each case, if such compliance or certificate is required to obtain exemption from any United States federal withholding taxes under Sections 1471 or 1472 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith.
r.	The definition of “Fee Letter” is hereby amended by the addition of the following text at the end thereof:

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	As of the First Amendment Effective Date, “Fee Letter” means the letter agreement, dated August 11, 2010, among the Lead Borrower, the Parent, the Administrative Agent and the Arranger.
s.	The definition of “LIBO Rate” is hereby amended by the deletion of the following text contained in such definition:
	, provided that there shall be a two percent (2%) floor on the LIBO Rate for LIBO Rate Loans with a one (1) or two (2) month Interest Period, and provided further that LIBO Rate Loans may be requested by the Lead Borrower or the Canadian Borrower at the three (3) month LIBO Rate for one (1) or two (2) month Interest Periods
t.	The definition of “Maturity Date” is hereby deleted in its entirety and the following substituted in its stead:
	“Maturity Date” means August 27, 2014.
u.	The definition of “Payment Conditions” is hereby deleted in its entirety and the following substituted in its stead:
	“Payment Conditions” means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making such payment, and (b) the Availability Condition has been satisfied, and (c) the Consolidated Fixed Charge Coverage Ratio, calculated for the Measurement Period most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 6.01 is (x) with respect to any Restricted Payment, equal to or greater than 1.15:1.0, immediately preceding, and on a pro forma basis on the date thereof, after giving effect to such dividend or repurchase and (y) with respect to any Investments or Acquisitions or any voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness), equal to or greater than 1.1:1.0, in each case, immediately preceding, and on a pro forma basis on the date thereof, after giving effect to such transaction or payment. Prior to undertaking any transaction or payment which is subject to the Payment Conditions, the Lead Borrower shall deliver to the Administrative Agent evidence of satisfaction of the conditions contained in clauses (b) and (c) in the preceding sentence on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Agents. For all calculations of the Consolidated Fixed Charge Coverage Ratio during the first year following the First Amendment Effective Date, Consolidated Interest Charges relating to the Term Loans shall be calculated based on the amount of cash interest that would have been expended had the Term Loans been at a $30,000,000 principal balance for the applicable Measurement Period or, if less, the actual principal amount of Term Loans outstanding during such Measurement Period or any portion thereof.
v.	The definition of “Permitted Amendment/Refinancing” is hereby deleted in its entirety and the following substituted in its stead:
	“Permitted Amendment/Refinancing” means, in respect of any Indebtedness, any amendments, restatements, refinancings, refundings, renewals, extensions or replacements of such Indebtedness; provided that (i) the principal amount of such Indebtedness is not increased at the time of such amendment, restatement, refinancing,

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	refunding, renewal, extension or replacement except by an amount equal to any premium or other amount paid, interest then due, and fees and expenses incurred, in connection with such amendment, restatement, refinancing, refunding, renewal, extension or replacement and by an amount equal to any existing commitments unutilized thereunder, (ii) the result of such amendment, restatement, refinancing, refunding, renewal, extension or replacement shall not be an earlier maturity date or decreased weighted average life of such Indebtedness, and (iii) the terms relating to collateral (if any) and subordination (if any), financial covenants, mandatory prepayments, events of default, and interest, fees and other amounts payable, of any such amended, restated, refinanced, refunded, renewed, extended or replacement Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable, when taken as a whole, to the Loan Parties or the Lenders than the terms of the agreements and instruments governing the Indebtedness being so amended, restated, refinanced, refunded, renewed, extended or replaced; provided that (A) the interest rates in effect on the Term Loans may be increased by a spread of no more than four percent (4%) per annum in the aggregate above the interest rates applicable to the Term Loans in effect as of the Closing Date (excluding fluctuations in underlying rate indices and increases resulting from the accrual of interest at the default rate), of which no more than two percent (2%) per annum shall be cash pay, and the balance (to the extent applicable) shall be capitalized and paid at or after the initial maturity of the Term Loans, and (B) the foregoing shall not prevent any payment in the form of equity securities (not constituting Indebtedness) in consideration of any such amendment, restatement, refinancing, refunding, renewal, extension or replacement. Notwithstanding anything to the contrary contained herein, Indebtedness under a credit agreement to be entered into among Bank of America, N.A., as administrative agent on behalf of certain lenders, certain lenders party thereto and certain of the Loan Parties, substantially in accordance with the terms of a certain Summary of Indicative Terms and Conditions dated as of August 12, 2010, the net proceeds of which are used, directly or indirectly, to repay in full the outstanding Term Loans, shall be deemed a Permitted Amendment/Refinancing for all purposes hereunder.
w.	The definition of “Permitted Investment” is hereby amended by inserting the following immediately after clause (v) contained therein and immediately prior to the proviso at the end of such definition:
	(w) subject to the restrictions set forth in Section 7.07, the payment or other satisfaction by the Loan Parties of Indebtedness owing by Mountain & Wave S.à r.l. under the Euro Term Loan Credit Agreement and any Investment by any Loan Party made to effect the payment or other satisfaction of Indebtedness owing by Mountain & Wave S.à r.l. under the Euro Term Loan Credit Agreement;

4. Amendments to Article II. The provisions of Article II of the Credit Agreement are hereby amended as follows:

a. As of the First Amendment Effective Date the grid in Section 2.09(a)(i) is hereby deleted in its entirety and the following substituted in its stead:

Average Daily Total Domestic
Outstandings	Domestic Commitment Fee
Less than 50% of Aggregate Domestic Commitments		0.50	%

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Average Daily Total Domestic
Outstandings	Domestic Commitment Fee
Greater than or equal to 50% of Aggregate Domestic Commitments		0.375	%

b. As of the First Amendment Effective Date the grid in Section 2.09(a)(ii) is hereby deleted in its entirety and the following substituted in its stead:

Average Daily Total Canadian
Outstandings	Canadian Commitment Fee
Less than 50% of Aggregate Canadian Commitments		0.50	%
Greater than or equal to 50% of Aggregate Canadian Commitments		0.375	%

c. The provisions of Section 2.15 are hereby amended as follows:

i.	The provisions of Section 2.15(a) of the Credit Agreement are hereby amended by deleting the number “$50,000,000” appearing therein and substituting the number “$100,000,000” in its stead and by deleting the number “$10,000,000” appearing therein and substituting the number “$15,000,000” in its stead.
ii.	Section 2.15(b) of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

          (b)Lender Elections to Increase. Each Lender agreeing to increase its Commitment is defined herein as an “Existing Increasing Lender.

iii. Section 2.15(c) of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

          (c) Notification by Administrative Agent; Additional Commitment Lenders. The Administrative Agent, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for Eligible Assignees to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the increase in the Aggregate Total Commitments requested by the Lead Borrower (each such Eligible Assignee issuing a commitment and becoming a Lender, an “Additional Commitment Lender”), provided, however, that without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Commitment Lender be less than $10,000,000.

5. Amendments to Article III. The provisions of Article III of the Credit Agreement are hereby amended as follows:

a.	The provisions of Section 3.01 of the Credit Agreement are hereby amended by inserting the following at the end of such Section:
	Each Lender shall promptly provide, upon reasonable request from the Lead Borrower or the Administrative Agent, any additional information that the Lead Borrower or the Administrative Agent needs in order for the Lead Borrower or the Administrative Agent

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to determine the amount of any applicable withholding taxes, including information relating to compliance with Sections 1471 or 1472 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith.

6. Amendments to Article VI. The provisions of Article VI of the Credit Agreement are hereby amended as follows:

a.	The provisions of Section 6.02(c) of the Credit Agreement are hereby amended by deleting the text “tenth (10th)” appearing therein and substituting the text “fifteenth (15th)” in its stead.
b.	The provisions of Section 6.10(b) of the Credit Agreement are hereby amended by deleting the text “thirty percent (30%)” appearing therein and substituting the text “twenty-five percent (25%)” in its stead and by deleting the number “$45,000,000” appearing therein and substituting the number “$25,000,000” in its stead.
c.	Section 6.13(f) of the Credit Agreement is hereby deleted in its entirety.

7. Amendments to Article VII. The provisions of Article VII of the Credit Agreement are hereby amended as follows:

a.	Section 7.07 of the Credit Agreement is hereby amended by deleting the “.” at the end of such Section and inserting the following in its stead:
	, and (f) the Loan Parties may prepay (and may make Investments in any Subsidiary to effect prepayment of) up to an aggregate amount of $30,000,000 of the principal amount outstanding under the Term Loans (together with accrued interest thereon) with the use of cash on hand (but not, for the avoidance of doubt, with the proceeds of a Borrowing), regardless of whether the Payment Conditions have been satisfied; provided that at the time of determination with respect to any such prepayment of the Term Loans (i) no Default or Event of Default then exists or would arise as a result of the making of any such payment and (ii) the Availability Condition is satisfied and evidence thereof reasonably satisfactory to the Agents has been delivered to the Administrative Agent.
b.	Section 7.15(a) of the Credit Agreement is hereby amended by the addition of the following text at the end thereof:
	For all calculations of the Consolidated Fixed Charge Coverage Ratio during the first year following the First Amendment Effective Date, Consolidated Interest Charges relating to the Term Loans shall be calculated based on the amount of cash interest that would have been expended had the Term Loans been at a $30,000,000 principal balance for the applicable Measurement Period or, if less, the actual principal amount of Term Loans outstanding during such Measurement Period or any portion thereof.
c.	Section 7.15(b) of the Credit Agreement is hereby deleted in its entirety.

8. Amendment to Schedules. Schedule 2.01 to the Credit Agreement is hereby deleted in its entirety and a new Schedule 2.01 in the form annexed hereto substituted in its stead.

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9. Commitment Reduction. On the First Amendment Effective Date, in accordance with Section 2.06 of the Credit Agreement, the Aggregate Domestic Commitments shall be reduced to $135,000,000 and any payments required to be made to the Domestic Lenders under such Section 2.06 shall be paid by the Domestic Borrowers. The Lenders waive the requirement contained in said Section 2.06 that at least three Business Days prior written notice of such reduction be furnished to the Administrative Agent.

10. Conditions to Effectiveness. This First Amendment shall become effective upon satisfaction of each of the following conditions precedent:

a.	This First Amendment shall have been duly executed and delivered by the Loan Parties, the Agents and all of the Lenders, and the Administrative Agent shall have received a fully executed copy hereof.
b.	The Administrative Agent shall have received reasonable and customary opinions of counsel to the Borrowers and Guarantors, and evidence that all requisite corporate and other action necessary for the valid execution, delivery and performance by the Loan Parties of this First Amendment has been taken.
c.	The Borrowers shall have paid to the Administrative Agent fees in accordance with the terms of the Fee Letter.
d.	As of the First Amendment Effective Date combined Domestic Availability and Canadian Availability shall be equal to or greater than $40,000,000.

11. Confirmation of Representations and Warranties. Each Loan Party hereby represents and warrants to the Agents and the Lenders that (a) the representations and warranties of such Loan Party contained in Article III of the Credit Agreement, and in each other Loan Document (after giving effect to the amendments set forth herein) to which it is a party are true and correct in all material respects on and as of such date as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in all material respects on and as of such date); (b) no Default or Event of Default has occurred and is continuing or would result from the effectiveness of this First Amendment; and (c) no event has occurred after July 30, 2010 that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, or assets of the Borrower and Guarantors, taken as a whole.

12. Miscellaneous.

a.

All terms and conditions of the Credit Agreement and the other Loan Documents, as amended hereby, remain in full force and effect.

b.

The Borrowers shall pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agents incurred in connection with the preparation, negotiation, execution and delivery of this First Amendment, including, without limitation, reasonable and documented fees of their counsel (limited to (i) not more than one primary counsel and necessary local counsel (limited to one local counsel per jurisdiction) in the case of Bank of America, N.A., and (ii) not more than $10,000 to be paid to counsel to GECC, inclusive of the fees, charges and disbursements).

10

c.	This First Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered, shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page hereto by telecopy or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) shall be as effective as delivery of a manually executed counterpart hereof.
d.	This First Amendment expresses the entire understanding of the parties with respect to the matters set forth herein and supersedes all prior discussions or negotiations hereon.
e.	Any determination that any provision of this First Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this First Amendment.
f.	THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIATIONS LAW).

[SIGNATURE PAGES FOLLOW]

11

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as the date first above written.

QUIKSILVER AMERICAS, INC., as the Lead Borrower
By:
	Name:
	Title:

DC SHOES, INC., as a Domestic Borrower
By:
	Name:
	Title:

HAWK DESIGNS, INC., as a Domestic Borrower
By:
	Name:
	Title:

MERVIN MANUFACTURING, INC., as a Domestic Borrower
By:
	Name:
	Title:

QS WHOLESALE, INC., as a Domestic Borrower
By:
	Name:
	Title:

QS RETAIL, INC., as a Domestic Borrower
By:
	Name:
	Title:

QUIKSILVER, INC., as a Guarantor
By:
	Name:
	Title:

QUIKSILVER CANADA CORP., as the Canadian Borrower
By:
	Name:
	Title:

QS RETAIL CANADA CORP., as a Guarantor
By:
	Name:
	Title:

BANK OF AMERICA, N.A., as Administrative Agent and as a Co-Collateral Agent
By:
	Name:
	Title:

BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent
By:
	Name:
	Title:

BANK OF AMERICA, N.A., as a Domestic Lender, L/C Issuer and Swing Line Lender
By:
	Name:
	Title:

BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender, L/C Issuer and Swing Line Lender
By:
	Name:
	Title:

GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent
By:
	Name:
	Title:

GENERAL ELECTRIC CAPITAL CORPORATION, as a Domestic Lender
By:
	Name:
	Title:

GENERAL ELECTRIC CAPITAL CORPORATION, as a Canadian Lender
By:
	Name:
	Title:

Schedule 1.01

DOMESTIC BORROWERS

1. Quiksilver Americas, Inc.

2. DC Shoes, Inc.

3. Hawk Designs, Inc.

4. Mervin Manufacturing, Inc.

5. QS Wholesale, Inc.

6. QS Retail, Inc.

Schedule 1.02

GUARANTORS OF OBLIGATIONS

1. Quiksilver, Inc.

GUARANTORS OF CANADIAN LIABILITIES

2. QS Retail Canada Corp.

Schedule 2.01

Domestic Commitments and Applicable Percentages

Domestic Lender	Commitment		Applicable Percentage
Bank of America, N.A.	$	67,500,000.00		50	%
General Electric Capital Corporation	$	67,500,000.00		50	%
TOTAL	$	135,000,000.00		100	%

Canadian Commitments and Applicable Percentages

Canadian Lender	Commitment		Applicable Percentage
Bank of America, N.A. (acting through its Canada branch)	$	7,500,000.00		50	%
General Electric Capital Corporation	$	7,500,000.00		50	%
TOTAL	$	15,000,000.00		100	%

EX-99.1

Exhibit 99.1

Company Contact:	Bruce Thomas
	Vice President, Investor Relations
	Quiksilver, Inc.
	+1(714)889-2200

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results

• Net Revenues of $441 million versus $501 million in prior year

• Pro-Forma Income from Continuing Operations of $0.08 per share versus $0.03 per share in prior year

• Income from Continuing Operations of $0.05 per share versus $0.03 per share in prior year

Huntington Beach, California, September 2, 2010—Quiksilver, Inc. (NYSE:ZQK) today announced operating results for the third fiscal quarter ended July 31, 2010. Consolidated net revenues from continuing operations for the third quarter of fiscal 2010 were $441.5 million compared to $501.4 million in the third quarter of fiscal 2009. Pro-forma consolidated income from continuing operations for the third quarter of fiscal 2010 was $12.5 million, or $0.08 per share, compared to $3.7 million, or $0.03 per share, for the third quarter of fiscal 2009. Pro-forma income for the third quarter of fiscal 2010 excludes $2.6 million of asset impairment charges and $1.8 million in restructuring charges, consisting primarily of lease loss accruals. Including these amounts, income from continuing operations was $8.2 million, or $0.05 per share, compared to $3.4 million, or $0.03 per share, for the third quarter of fiscal 2009. A reconciliation of GAAP results to pro-forma results is included in the accompanying tables. Net revenues and income from continuing operations for all periods exclude the results of the Rossignol wintersports business, which was sold in November 2008 and is reported as discontinued operations.

Robert B. McKnight, Jr., Chairman of the Board, Chief Executive Officer and President of Quiksilver, Inc., commented, “We’re very pleased to again deliver financial results that exceeded our prior expectations. Our team executed well in an economic environment that continues to present significant challenges around the world. We’re also delighted to report substantial continued improvement to our capital structure, especially after completing the debt-for-equity exchange with Rhône in early August.”

Third Quarter Financial Highlights:

• Pro-forma Adjusted EBITDA increased 22% to $53.5 million compared to $44.0 million in the third quarter of fiscal 2009 despite a 12% revenue decline.

• Gross margin improved 560 basis points to 52.3% compared to 46.7% in the third quarter of fiscal 2009.

• Operating income in the Americas region was 11.8% of revenues as gross margin improved 900 basis points to 46.7% from 37.7% in the third quarter of fiscal 2009.

• Net debt at July 31, 2010, was $687 million, reduced by $183 million compared to $870 million at July 31, 2009.

Net revenues in the Americas decreased 9% during the third quarter of fiscal 2010 to $234.6 million from $256.8 million in the third quarter of fiscal 2009. As measured in U.S. dollars and reported in the financial statements, European net revenues decreased 20% during the third quarter of fiscal 2010 to $151.7 million from $189.0 million in the third quarter of fiscal 2009. In constant currency, European segment net revenues decreased 11% compared to the prior year. As measured in U.S. dollars and reported in the financial statements, Asia/Pacific net revenues decreased 1% to $54.5 million in the third quarter of fiscal 2010 from $55.1 million in the third quarter of fiscal 2009. In constant currency, Asia/Pacific segment net revenues decreased 10% compared to the prior year. Please refer

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results
September 2, 2010
Page 2 of 11

to the accompanying tables in order to better understand the impact of foreign currency exchange rates on revenue trends in our Europe and Asia/Pacific segments.

Consolidated inventories decreased 19% to $270.9 million at July 31, 2010 from $334.2 million at July 31, 2009. Consolidated trade accounts receivable decreased 20% to $340.9 million at July 31, 2010 from $424.2 million at July 31, 2009.

The Company reduced its total debt to approximately $843 million and had approximately $167 million of availability under its credit lines in addition to approximately $156 million of unrestricted cash at the end of the third quarter.

Shortly after the end of the third quarter the Company completed a debt-for-equity exchange with its investment partner Rhône Capital after receiving overwhelming support from stockholders in a special meeting vote. As a result of the transaction, the Company further reduced its quarter-end debt level by $140 million in exchange for approximately 31.1 million shares of Quiksilver common stock priced at $4.50 per share.

In a separate announcement today, the Company disclosed that it had amended and extended its asset-based line of credit in the Americas with Bank of America Merrill Lynch and GE Capital under substantially better terms.

Addressing its outlook for continuing operations, the Company stated that based on current trends, fourth quarter revenues are expected to be down in the mid-teens on a percentage basis compared to the same quarter a year ago and that it expects to generate earnings per share on a diluted basis in the mid-single-digit cents range.

About Quiksilver:

Quiksilver, Inc. (NYSE:ZQK) is the world’s leading outdoor sports lifestyle company, which designs, produces and distributes a diversified mix of branded apparel, footwear, accessories, snowboards and related products. The Company’s apparel and footwear brands represent a casual lifestyle for young-minded people that connect with its boardriding culture and heritage.

The reputation of Quiksilver’s brands is based on outdoor action sports. The Company’s Quiksilver, Roxy, DC, Lib Tech and Hawk brands are synonymous with the heritage and culture of surfing, skateboarding and snowboarding.

The Company’s products are sold in over 90 countries in a wide range of distribution, including surf shops, skate shops, snow shops, its proprietary Boardriders Club shops and other company-owned retail stores, other specialty stores and select department stores. Quiksilver’s corporate and Americas’ headquarters are in Huntington Beach, California, while its European headquarters are in St. Jean de Luz, France, and its Asia/Pacific headquarters are in Torquay, Australia.

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results
September 2, 2010
Page 3 of 11

Forward looking statements:

This press release contains forward-looking statements including but not limited to statements regarding the Company’s revenue guidance, diluted earnings per share guidance and other future activities. These forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. Please refer to Quiksilver’s SEC filings for more information on the risk factors that could cause actual results to differ materially from expectations, specifically the sections titled “Risk Factors” and “Forward-Looking Statements” in Quiksilver’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

* * * * *

NOTE: For further information about Quiksilver, Inc., you are invited to take a look at our world at
www.quiksilver.com, www.roxy.com, www.dcshoes.com, www.lib-tech.com and www.hawkclothing.com.

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results
September 2, 2010
Page 4 of 11

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended July 31,
In thousands, except per share amounts	2010			2009
Revenues, net	$	441,475		$	501,394
Cost of goods sold		210,742			267,030
Gross profit		230,733			234,364
Selling, general and administrative expense		193,155			211,771
Asset impairment		3,225			—
Operating income		34,353			22,593
Interest expense		20,630			15,347
Foreign currency loss		213			3,473
Income before provision for income taxes		13,510			3,773
Provision for income taxes		5,096			396
Income from continuing operations		8,414			3,377
Income (loss) from discontinued operations		143			(2,067	)
Net income		8,557			1,310
Less: net (income) loss attributable to non-controlling interest		(251	)		36
Net income attributable to Quiksilver, Inc.	$	8,306		$	1,346
Income per share from continuing operations attributable to Quiksilver, Inc.	$	0.06		$	0.03
Income (loss) per share from discontinued operations attributable to Quiksilver, Inc.	$	0.00		$	(0.02	)
Net income per share attributable to Quiksilver, Inc.	$	0.06		$	0.01
Income per share from continuing operations attributable to Quiksilver, Inc., assuming dilution	$	0.05		$	0.03
Income (loss) per share from discontinued operations attributable to Quiksilver, Inc., assuming dilution	$	0.00		$	(0.02	)
Net income per share attributable to Quiksilver, Inc., assuming dilution	$	0.06		$	0.01
Weighted average common shares outstanding		129,756			127,467
Weighted average common shares outstanding, assuming dilution		150,188			128,238
Amounts attributable to Quiksilver, Inc.:
Income from continuing operations	$	8,163		$	3,413
Income (loss) from discontinued operations		143			(2,067	)
Net income	$	8,306		$	1,346

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results
September 2, 2010
Page 5 of 11

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Nine Months Ended July 31,
In thousands, except per share amounts	2010			2009
Revenues, net	$	1,342,501		$	1,438,845
Cost of goods sold		640,332			764,200
Gross profit		702,169			674,645
Selling, general and administrative expense		609,731			621,178
Asset impairment		3,225			—
Operating income		89,213			53,467
Interest expense		63,542			43,053
Foreign currency (gain) loss		(6,380	)		6,829
Other income		—			(402	)
Income before provision for income taxes		32,051			3,987
Provision for income taxes		18,189			60,505
Income (loss) from continuing operations	$	13,862		$	(56,518	)
Income (loss) from discontinued operations		821			(132,763	)
Net income (loss)		14,683			(189,281	)
Less: net income attributable to non-controlling interest		(2,307	)		(986	)
Net income (loss) attributable to Quiksilver, Inc.	$	12,376		$	(190,267	)
Income (loss) per share from continuing operations attributable to Quiksilver, Inc.	$	0.09		$	(0.45	)
Income (loss) per share from discontinued operations attributable to Quiksilver, Inc.	$	0.01		$	(1.04	)
Net income (loss) per share attributable to Quiksilver, Inc.	$	0.10		$	(1.49	)
Income (loss) per share from continuing operations attributable to Quiksilver, Inc., assuming dilution	$	0.08		$	(0.45	)
Income (loss) per share from discontinued operations attributable to Quiksilver, Inc., assuming dilution	$	0.01		$	(1.04	)
Net income (loss) per share attributable to Quiksilver, Inc., assuming dilution	$	0.09		$	(1.49	)
Weighted average common shares outstanding		128,000			127,286
Weighted average common shares outstanding, assuming dilution		143,623			127,286
Amounts attributable to Quiksilver, Inc.:
Income (loss) from continuing operations	$	11,555		$	(57,504	)
Income (loss) from discontinued operations		821			(132,763	)
Net income (loss)	$	12,376		$	(190,267	)

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results
September 2, 2010
Page 6 of 11

CONSOLIDATED BALANCE SHEETS (Unaudited)

	July 31,			July 31,
In thousands	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	155,653		$	116,830
Restricted cash		—			50,054
Trade accounts receivable, less allowance for doubtful accounts of $49,292 (2010) and $43,386 (2009)		340,921			424,191
Other receivables		26,933			19,459
Income taxes receivable		5,249			—
Inventories		270,854			334,233
Deferred income taxes — short-term		39,871			101,807
Prepaid expenses and other current assets		41,968			39,874
Current assets held for sale		—			2,282
Total current assets		881,449			1,088,730
Fixed assets, net		217,528			237,069
Intangible assets, net		140,762			142,954
Goodwill		318,418			321,451
Other assets		67,568			62,271
Deferred income taxes — long-term		53,514			23,659
Total assets	$	1,679,239		$	1,876,134
LIABILITIES & EQUITY
Current liabilities:
Lines of credit	$	24,651		$	221,024
Accounts payable		208,515			219,536
Accrued liabilities		96,628			107,025
Current portion of long-term debt		59,089			82,363
Income taxes payable		—			28,313
Current liabilities of assets held for sale		799			579
Total current liabilities		389,682			658,840
Long-term debt, net of current portion		759,339			733,622
Other long-term liabilities		43,066			37,571
Total liabilities		1,192,087			1,430,033
Equity:
Common stock		1,357			1,312
Additional paid-in capital		379,538			366,852
Treasury stock		(6,778	)		(6,778	)
Retained earnings		10,753			152
Accumulated other comprehensive income		92,620			79,065
Total Quiksilver, Inc. stockholders’ equity		477,490			440,603
Non-controlling interest		9,662			5,498
Total equity		487,152			446,101
Total liabilities & equity	$	1,679,239		$	1,876,134

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results
September 2, 2010
Page 7 of 11

Information related to operating segments is as follows (unaudited):

	Three Months Ended July 31,
In thousands	2010			2009
Revenues, net:
Americas	$	234,630		$	256,778
Europe		151,675			189,027
Asia/Pacific		54,504			55,090
Corporate operations		666			499
	$	441,475		$	501,394
Gross Profit:
Americas	$	109,594		$	96,735
Europe		91,939			108,720
Asia/Pacific		28,728			29,603
Corporate operations		472			(694	)
	$	230,733		$	234,364
SG&A Expense:
Americas	$	79,964		$	92,273
Europe		76,215			83,732
Asia/Pacific		29,168			27,271
Corporate operations		7,808			8,495
	$	193,155		$	211,771
Asset Impairment:
Americas	$	1,939		$	—
Europe		100			—
Asia/Pacific		1,186			—
Corporate operations		—			—
	$	3,225		$	—
Operating Income (Loss):
Americas	$	27,691		$	4,462
Europe		15,624			24,988
Asia/Pacific		(1,626	)		2,332
Corporate operations		(7,336	)		(9,189	)
	$	34,353		$	22,593

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results
September 2, 2010
Page 8 of 11

	Nine Months Ended July 31,
In thousands	2010			2009
Revenues, net:
Americas	$	621,324		$	690,181
Europe		538,260			581,223
Asia/Pacific		180,201			164,979
Corporate operations		2,716			2,462
	$	1,342,501		$	1,438,845
Gross Profit:
Americas	$	283,606		$	257,296
Europe		321,300			328,933
Asia/Pacific		97,171			89,142
Corporate operations		92			(726	)
	$	702,169		$	674,645
SG&A Expense:
Americas	$	237,516		$	273,300
Europe		247,979			241,557
Asia/Pacific		92,804			80,504
Corporate operations		31,432			25,817
	$	609,731		$	621,178
Asset Impairment:
Americas	$	1,939		$	—
Europe		100			—
Asia/Pacific		1,186			—
Corporate operations		—			—
	$	3,225		$	—
Operating Income (Loss):
Americas	$	44,151		$	(16,004	)
Europe		73,221			87,376
Asia/Pacific		3,181			8,638
Corporate operations		(31,340	)		(26,543	)
	$	89,213		$	53,467

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results
September 2, 2010
Page 9 of 11

GAAP TO PRO-FORMA RECONCILIATION (Unaudited)

	Three Months Ended
	July 31,
In thousands, except per share amounts	2010		2009
Income from continuing operations attributable to Quiksilver, Inc.	$	8,163	$	3,413
Restructuring charges, net of tax of $164 (2010) and $857 (2009)		1,765		7,333
Asset impairment, net of tax of $616 (2010) and $0 (2009)		2,609		—
Tax adjustment		—		(7,003	)
Pro-forma income from continuing operations	$	12,537	$	3,743
Pro-forma income per share from continuing operations	$	0.10	$	0.03
Pro-forma income per share from continuing operations, assuming dilution	$	0.08	$	0.03
Weighted average common shares outstanding		129,756		127,467
Weighted average common shares outstanding, assuming dilution		150,188		128,238

	Nine Months Ended
	July 31,
In thousands, except per share amounts	2010			2009
Income (loss) from continuing operations attributable to Quiksilver, Inc.	$	11,555		$	(57,504	)
Restructuring charges, net of tax of $271 (2010) and $1,416 (2009)		7,612			15,105
Asset impairment, net of tax of $616 (2010) and $0 (2009)		2,609			—
Stock compensation expense		5,240			—
Gain from sale of Raisins trademarks		(1,252	)		—
Tax adjustment		—			(7,003	)
Effect of U.S. tax valuation allowance		—			50,778
Pro-forma income from continuing operations	$	25,764		$	1,376
Pro-forma income per share from continuing operations	$	0.20		$	0.01
Pro-forma income per share from continuing operations, assuming dilution	$	0.18		$	0.01
Weighted average common shares outstanding		128,000			127,286
Weighted average common shares outstanding, assuming dilution		143,623			128,008

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results
September 2, 2010
Page 10 of 11

ADJUSTED EBITDA and PRO-FORMA ADJUSTED EBITDA RECONCILIATION
(Unaudited)

	Three Months Ended
	July 31,
In thousands	2010		2009
Income from continuing operations attributable to Quiksilver, Inc.	$	8,163	$	3,413
Provision for income taxes		5,096		396
Interest expense		20,630		15,347
Depreciation and amortization		13,192		13,650
Non-cash stock-based compensation expense		1,279		3,047
Non-cash asset impairment		3,225		—
Adjusted EBITDA	$	51,585	$	35,853
Restructuring and other special charges		1,929		8,190
Pro-forma Adjusted EBITDA	$	53,514	$	44,043

	Nine Months Ended
	July 31,
In thousands	2010		2009
Income (loss) from continuing operations attributable to Quiksilver, Inc.	$	11,555	$	(57,504	)
Provision for income taxes		18,189		60,505
Interest expense		63,542		43,053
Depreciation and amortization		40,215		40,388
Non-cash stock-based compensation expense		11,414		7,419
Non-cash asset impairment		3,225		—
Adjusted EBITDA	$	148,140	$	93,861
Restructuring and other special charges		6,631		16,521
Pro-forma Adjusted EBITDA	$	154,771	$	110,382

Definition of Adjusted EBITDA:

Adjusted EBITDA is defined as income from continuing operations attributable to Quiksilver, Inc. before (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) non-cash stock-based compensation expense and (v) asset impairments. Adjusted EBITDA is not defined under generally accepted accounting principles (“GAAP”), and it may not be comparable to similarly titled measures reported by other companies. We use Adjusted EBITDA, along with other GAAP measures, as a measure of profitability because Adjusted EBITDA helps us to compare our performance on a consistent basis by removing from our operating results the impact of our capital structure, the effect of operating in different tax jurisdictions, the impact of our asset base, which can differ depending on the book value of assets, the accounting methods used to compute depreciation and amortization, the existence or timing of asset impairments and the effect of non-cash stock-based compensation expense. We believe EBITDA is useful to investors as it is a widely used measure of performance and the adjustments we make to EBITDA provide further clarity on our profitability. We remove the effect of non-cash stock-based compensation from our earnings which can vary based on share price, share price volatility and expected life of the equity instruments we grant. In addition, this stock-based compensation expense does not result in cash payments by us. We remove the effect of asset impairments from

Quiksilver, Inc. Reports Fiscal 2010 Third Quarter Financial Results
September 2, 2010
Page 11 of 11

Adjusted EBITDA for the same reason that we remove depreciation and amortization as it is part of the impact of our asset base. Adjusted EBITDA has limitations as a profitability measure in that it does not include the interest expense on our debts, our provisions for income taxes, the effect of our expenditures for capital assets and certain intangible assets, the effect of non-cash stock-based compensation expense and the effect of asset impairments.

SUPPLEMENTAL EXCHANGE RATE INFORMATION
(Unaudited)

In order to better understand growth rates in our foreign operating segments, we make reference to constant currency. Constant currency reporting improves visibility into actual growth rates as it adjusts for the effect of changing foreign currency exchange rates from period to period. Constant currency is calculated by taking the ending foreign currency exchange rate (for balance sheet items) or the average foreign currency exchange rate (for income statement items) used in translation for the current period and applying that same rate to the prior period. Our European segment is translated into constant currency using euros and our Asia/Pacific segment is translated into constant currency using Australian dollars as these are the primary functional currencies of each reporting segment. As such, this methodology does not account for movements in individual currencies within an operating segment (for example, non-euro currencies within our European segment). A constant currency translation methodology that accounts for movements in each individual currency could yield a different result compared to using only euros and Australian dollars. The following table presents revenues by segment in both historical currency and constant currency for the three months ended July 31, 2009 and 2010 (in thousands):

Historical currency (as reported)	Americas			Europe			Asia/Pacific			Corporate		Total
July 31, 2009	$	256,778		$	189,027		$	55,090		$	499	$	501,394
July 31, 2010		234,630			151,675			54,504			666		441,475
Percentage decrease		(9	%)		(20	%)		(1	%)				(12	%)
Constant currency (current year exchange rates)
July 31, 2009		256,778			170,342			60,588			499		488,207
July 31, 2010		234,630			151,675			54,504			666		441,475
Percentage decrease		(9	%)		(11	%)		(10	%)				(10	%)