EXECUTION COPY**Exhibit 10.9****FIFTH AMENDMENT**     FIFTH AMENDMENT (this “Amendment”), dated as of December 5, 2007, to the Amended andRestated Credit Agreement dated as of June 3, 2005 (the “Credit Agreement”), amongQuiksilver, Inc., a Delaware corporation, Quiksilver Americas, Inc., a California corporation, theseveral banks and other institutions from time to time parties thereto (the “Lenders”),Bank of America, N.A., as documentation agent, Union Bank of California, N.A., as syndicationagent, JPMorgan Chase Bank, N.A., as US administrative agent for the US Lenders thereunder (in suchcapacity, the “US Administrative Agent”), JPMorgan Chase Bank, N.A., London Branch, as analternate currency fronting lender, J.P. Morgan Europe Limited, as alternate currency frontingagent (in such capacity, the “Alternate Currency Fronting Agent”), and JPMorgan Chase Bank,N.A., Toronto Branch, as Canadian administrative agent for the Canadian Lenders (in such capacity,the “Canadian Administrative Agent”).W I T N E S S E T H:     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made,certain loans and other extensions of credit to the Borrowers;     WHEREAS, the Borrowers have requested that certain provisions of the Credit Agreement beamended as set forth herein; and     WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein;     NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, theundersigned hereby agree as follows:     I. Defined Terms. Terms defined in the Credit Agreement and used herein shall havethe meanings given to them in the Credit Agreement.     II. Amendments to Section 1.1. The following definitions are hereby inserted inappropriate alphabetical order:     “Cleveland Golf Sale”: the sale by Rossignol Ski Company, Inc. of 100% of the capitalstock owned by it of Cleveland Golf, Riviera SNC, Cleveland Golf Canada Corp. and Cleveland GolfAsia YK (collectively, the “Cleveland Golf Entities”) in accordance with the terms of theCleveland Golf Sale SPA.     “Cleveland Golf Sale SPA”: that certain Stock Purchase Agreement, effective October30, 2007, as amended by that certain Amendment No. 1, by and among Quiksilver, Rossignol SkiCompany, Inc., Cleveland Golf and SRI Sports Limited.     III. Amendment to Section 6.4. Section 6.4 is hereby amended by inserting the phrase“and Quiksilver and its Subsidiaries may consummate the Cleveland Golf Sale” immediately prior tothe “.” at the end of said Section.
 

 
     IV. Amendment to Section 6.5. Section 6.5 is hereby amended by (1) inserting thephrase “(A)” prior to the word “unless” and (2) adding the phrase “and (B) except for the ClevelandGolf Sale” prior to the “.” at the end of said Section.     V. Amendment to Section 6.7. Section 6.7 is hereby amended by (1) deleting the “and”at the end of clause (k), (2) deleting the “.” at the end of clause (l) and substituting in lieuthereof the phrase “; and” and (3) inserting a new clause (m) to read as follows:“(m) investments by Quiksilver or the US Borrower in Foreign Subsidiaries made withthe Net Proceeds of the Cleveland Golf Sale and in an aggregate amount not to exceedthe Net Proceeds of the Cleveland Golf Sale minus the amount of thereduction in the Borrowing Base attributable to the Cleveland Golf Sale.”     VI. Amendment to Section 6.8. Section 6.8 is hereby amended by inserting theparenthetical “(it being agreed that the restructuring of the Cleveland Golf Entities pursuant tothe terms of the Cleveland Golf SPA is allowed pursuant to the terms of this Section 6.8)”immediately prior to the “.” at the end of said Section.     VII. Effective Date. This Amendment shall become effective on the date (the“Effective Date”) on which the Borrowers and the requisite Lenders under the CreditAgreement shall have duly executed and delivered to the US Administrative Agent this Amendment.     VIII. Representations and Warranties. The Borrowers hereby represent and warrantsthat (a) each of the representations and warranties in Article III of the Credit Agreement shallbe, after giving effect to this Amendment, true and correct in all material respects as if made onand as of the Effective Date (unless such representations and warranties are stated to relate to aspecific earlier date, in which case such representations and warranties shall be true and correctin all material respects as of such earlier date) and (b) after giving effect to this Amendment, noDefault or Event of Default shall have occurred and be continuing.     IX. Releases. The Lenders hereby agree that upon the consummation of the ClevelandGolf Sale (the “Cleveland Golf Sale Effective Date”), Cleveland Golf shall be released fromany liability under the US Guarantee and the other Loan Documents to which it is a party. Also,the Lenders acknowledge that on the Cleveland Golf Sale Effective Date, the assets sold pursuant tothe Cleveland Golf Sale and the assets of Cleveland Golf shall be released free and clear of theLien and security interest under the Security Agreement. The Administrative Agent will, from andafter the Cleveland Golf Sale Effective Date, deliver any collateral (including any chattel paper,certificated securities or instruments) then in its possession and any termination statements ordocuments as the US Borrower may from time to time reasonably request to effectuate, or reflect ofpublic record, the release and discharge of the security interests pursuant to the terms of theSecurity Agreement. The US Borrower is, from and after the Cleveland Golf Sale Effective Date,authorized to file UCC-3 termination statements for each of the UCC financing statements namingCleveland Golf as debtor relating to the liens securing the Obligations under the Credit Agreementand the other Loan Documents. All of the foregoing deliveries shall be at the expense of the USBorrower, with no liability to the Administrative Agent or any Lender, and with no representationor warranty by, or recourse to, the Administrative Agent or any Lender.
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     X. No Other Amendments; Confirmation. Except as expressly amended hereby, theprovisions of the Credit Agreement, as amended and restated, are and shall remain in full force andeffect.     XI. Governing Law. This Amendment and the rights and obligations of the partieshereto shall be governed by, and construed and interpreted in accordance with, the laws of theState of New York.     XII. Counterparts. This Amendment may be executed by one or more of the partieshereto on any number of separate counterparts, and all of said counterparts taken together shall bedeemed to constitute one and the same instrument. This Amendment may be delivered by facsimiletransmission of the relevant signature pages hereof.*[signature pages follow]*
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     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered bytheir duly authorized officers as of the date first above written.         QUIKSILVER, INC.           By:      Name:             Title:                    QUIKSILVER AMERICAS, INC.           By:      Name:             Title:           Fifth Amendment Signature Page
 

 
         JPMORGAN CHASE BANK, N.A., as US    Administrative Agent and as a Lender           By:      Name:             Title:           Fifth Amendment Signature Page
 

 
         BANK OF AMERICA, N.A., as    Documentation Agent and as a Lender           By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         UNION BANK OF CALIFORNIA, N.A., as    Syndication Agent and as a Lender           By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         ALLIED IRISH BANK           By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         GENERAL ELECTRIC CAPITAL CORP.           By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         HSBC BANK USA, NATIONAL    ASSOCIATION           By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         ISRAEL DISCOUNT BANK OF NEW    YORK           By:      Name:      Title:                    By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         CALYON NEW YORK BRANCH           By:      Name:      Title:                    By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         NATIXIS (F/K/A NATEXIS BANQUES    POPULAIRES)           By:      Name:      Title:                    By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         BNP-PARIBAS           By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         SOCIETE GENERALE           By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         SUMITOMO MITSUI BANKING    CORPORATION           By:      Name:      Title:           Fifth Amendment Signature Page
 

 
     The US Guarantors hereby consent and agree to this Amendment as of the date hereof andreaffirm their obligations under the US Security Agreement, the US Guarantee and the other LoanDocuments to which they are party.         QS RETAIL, INC.           By:      Name:      Title:                    QS WHOLESALE, INC.           By:      Name:      Title:                    DC SHOES, INC.           By:      Name:      Title:                    HAWK DESIGNS, INC.           By:      Name:      Title:                    MERVIN MANUFACTURING, INC.           By:      Name:      Title:                    FIDRA, INC.           By:      Name:      Title:                    ROSSIGNOL SKI COMPANY    INCORPORATED           By:      Name:      Title:           Fifth Amendment Signature Page
 

 
         SKIS DYNASTAR, INC.           By:      Name:      Title:                    ROGER CLEVELAND GOLF COMPANY,    INC.           By:      Name:      Title:           Fifth Amendment Signature Page