Exhibit 10.1


AMENDMENT NUMBER NINE TO AMENDED AND RESTATED

CREDIT AGREEMENT


This AMENDMENT NUMBER NINE TO AMENDED AND RESTATED
CREDIT AGREEMENT (this “Amendment”),
dated as of June 4, 2007, is entered into among DECKERS OUTDOOR CORPORATION, a
Delaware corporation (“Borrower”), and
COMERICA BANK, a Michigan banking corporation, successor by merger to Comerica
Bank-California, a California banking corporation (“Bank”),
with reference to the following facts:


A.            Borrower
and UGG Holdings, Inc., a California corporation (“UGG”),
on the one hand, as co-borrowers, and Bank, on the other hand, previously
entered into that certain Amended and Restated Credit Agreement, dated as of
November 25, 2002, as amended from time to time (as so amended, the “Agreement”);


B.            UGG
has duly merged with and into Borrower and Borrower is the surviving entity;
and


C.            Borrower
and Bank desire to amend the Agreement in accordance with the terms of this
Amendment.


NOW, THEREFORE, in consideration of the foregoing, the
parties hereto hereby agree as follows:


1.             Defined
Terms.  All initially
capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Agreement.


2.             Amendment to
Section 1.1.


(a)          The definition of “Revolving
Loans Maturity Date” is hereby amended in its entirety as follows:  “‘Revolving Loans Maturity
Date’ means June 1, 2009.”


3.             Representations
and Warranties.  In order to
induce Bank to enter into this Amendment, Borrower hereby represents and
warrants to Bank that:


(a)          No Event of Default or
Unmatured Event of Default is continuing;


(b)          All of the
representations and warranties set forth in the Agreement and the Loan
Documents are true, complete and accurate in all respects (except for
representations and warranties which are expressly stated to be true and
correct as of the Closing Date); and


(c)          This Amendment has been
duly executed and delivered by Borrower, and after giving effect to this
Amendment, the Agreement and the Loan Documents continue to constitute the
legal, valid and binding agreements and obligations of Borrower, enforceable in
accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency, and similar laws and equitable principles affecting the
enforcement of creditors’ rights generally.











4.             Conditions
Precedent to Effectiveness of Amendment.  The effectiveness of this Amendment is
subject to and contingent upon the fulfillment of each and every one of the
following conditions:


(a)          Bank shall have received
this Amendment, duly executed by Borrower and Bank;


(b)          No Event of Default,
Unmatured Event of Default or Material Adverse Effect shall have occurred and
be continuing; and


(c)          All of the
representations and warranties set forth herein, in the Loan Documents and in
the Agreement shall be true, complete and accurate in all respects as of the
date hereof (except for representations and warranties which are expressly
stated to be true and correct as of the Closing Date).


5.             Counterparts;
Telefacsimile Execution.  This
Amendment may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered,
shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Amendment. 
Delivery of an executed counterpart of this Amendment by telefacsimile
shall be equally as effective as delivery of a manually executed counterpart of
this Amendment.  Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver a
manually executed counterpart of this Amendment but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability,
and binding effect of this Amendment.


6.             Integration.  The Agreement as amended by this Amendment
constitutes the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof and thereof, and supersedes any and
all prior agreements and understandings, oral or written, relating to the
subject matter hereof and thereof.


7.             Reaffirmation
of the Agreement.  The
Agreement as amended hereby and the other Loan Documents remain in full force
and effect.


[signatures
follow]



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IN WITNESS WHEREOF, the parties hereto have duly
executed and delivered this Amendment as of the date first hereinabove written.


	
  

  	
  DECKERS OUTDOOR CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Zohar Ziv

  	
   

  
	
   

  	
  Name:

  	
  Zohar Ziv

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA BANK,

  
	
   

  	
  a Michigan banking corporation, successor by

  merger to Comerica Bank-California, a California

  banking corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Geoffrey Matthews

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey Matthews

  
	
   

  	
  Title:

  	
  Vice President

  



 



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