AMENDMENT NO. 5 TO THE CREDIT FACILITY AGREEMENT

(1)

BNP PARIBAS , a corporation ( société anonyme ) with share capital of €  2,526,774,896, whose registered office is located 16, boulevard des Italiens, 75009 Paris, incorporated with the Paris Trade and Companies Register under the unique identification number 662 042 449,

(2)

CRÉDIT LYONNAIS , a corporation ( société anonyme ) whose registered office is located 18, rue de la République, 69002 Lyon and whose headquarters are located 19, boulevard des Italiens, 75002 Paris, incorporated with the Lyon Trade and Companies Register under the unique identification number 954 509 741,

(3)

SOCIÉTÉ GÉNÉRALE , a corporation ( société anonyme ) with share capital of €  799,478,491.25, whose registered office is located 29, boulevard Haussmann, 75009 Paris, incorporated with the Paris Trade and Companies Register under the unique identification number 552 120 222,

(parties (1) to (3) above being collectively designated as the “ Banks ”),

(4)

BNP PARIBAS , as designated above, in the capacity of Security Agent pursuant to the terms and conditions of the Credit Facility ( Convention de Credit ) (as defined below),

(5)

SOCIÉTÉ GÉNÉRALE , as designated above, in the capacity of Credit Agent pursuant to the terms and conditions of the Credit Facility,

(6)

PILOT SAS , simplified form joint stock company ( société par actions simplifiée ) with share capital of €  124,813,632, whose registered office is located 26/28, rue Danielle Casanova, 75002 Paris, incorporated with the Paris Trade and Companies Register under the unique identification number 070 501 374 (hereinafter, the “ Borrower ” or “ Pilot ”),

(7)

QUIKSILVER, INC. , a company incorporated in the State of Delaware, whose registered office is located 15202 Graham Street, Huntington Beach, California 92649, U.S.A. (hereinafter, “ Quiksilver, Inc. ”).

(A)

According to the terms and conditions of a facility agreement executed on March 14, 2008, as modified by an amendment dated August 14, 2008 (“ AMENDMENT NO. 1 ”), an amendment dated October 30, 2008 (“ AMENDMENT NO. 2 ”), an amendment dated March 9, 2009 (“ AMENDMENT NO. 3 ”) and an amendment dated June 30, 2009 (“ AMENDMENT NO. 4 ”) (this agreement, as modified, the “ Credit Facility ”), the Banks granted to the Borrower a renewable credit of a maximum principal amount of €  70,000,000.

(B)

According to the terms and conditions of Amendment No. 2, the Banks extended the term of the Facility (as defined in the Credit Facility), reduced to a maximum principal amount of €  55,000,000, until March 14, 2009.

(C)

According to the terms and conditions of Amendment No. 3, the Banks again extended the term of the Facility (as defined in the Credit Facility), until June 30, 2009.

(D)

According to the terms and conditions of Amendment No. 4, the Banks again extended the term of the Facility (as defined in the Credit Facility), until July 31, 2009.

(E)

Pursuant to a letter dated July 29, 2009, the Borrower and Quiksilver, Inc. have requested the Banks to agree to grant another extension of the term of the Facility, until September 29, 2009.

(F)

The purpose of this Agreement is to define the terms and conditions of the extension of the Credit requested by the Borrower and Quiksilver, Inc.

1.1.

Definitions

(a)

For the purposes of the Agreement, except where otherwise stipulated, the terms and expressions defined in the Preamble shall have the same meaning in the rest of the Agreement.

(b)

The terms and expressions used in the Agreement but not defined therein shall have the meaning ascribed to them in the Credit Facility.

(c)

The following terms and expressions used in the Agreement shall, unless a different interpretation is required by the context, have the following meaning:

“ Agreement ” means this amendment, the Preamble thereto and any potential amendments, which form an integral part thereof;

“ Effective Date ” means July 31, 2009, subject to all of the conditions precedent listed in Article 4 ( Conditions Precedent ) having been fulfilled, in accordance with the provisions of the said article, at that date;

“ Signing Date ” means the date of signature of this Agreement by the parties.

“ 2005 ABL Agreement ” means the credit facility dated June 3, 2005 (as amended) executed by and between Quiksilver, Inc., Quiksilver Americas, Inc.,

Bank of America, N.A., Union Bank of California, N.A., JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, J.P. Morgan Securities Inc. and certain financial establishments in the capacity of lenders.

“ 2009 ABL Agreement ” means that certain credit agreement dated as of July 31, 2009, among Quiksilver Americas, Inc, the other borrowers party thereto, Quiksilver, Inc., the lenders party thereto, the ABL agent, Bank of America, N.A. and General Electric Capital Corporation, as co-collateral agents, and the other agents party thereto, and any refinancings, refundings, renewals or extensions thereof permitted hereunder.

“ Rhône Europe Loan Agreement ” means the credit facility dated July 31, 2009 executed by and between Mountain and Wave S.à. r.l., Quiksilver, Inc., the lenders, parties to the said agreement, and Rhône Group L.L.C.

“ Rhône United States Loan Agreement ” means the credit facility dated July 31, 2009 executed by and between Quiksilver, Inc., Quiksilver Americas, the lenders, parties to the said agreement, and Rhône Group L.L.C.

“ Rhône Financing ” means the financing made available pursuant to the Rhône Europe Loan Agreement and the Rhône United States Loan Agreement.

(a)

Any reference, within the Agreement, to an “Article”, a “Paragraph”, to the “Preamble” or to a “Schedule” must, except where otherwise stipulated or when a different interpretation is required by the context, be interpreted as being a reference to an article, a paragraph, a preamble or a schedule to the Agreement.

(b)

Any reference, within the Agreement, to a document, a contract, a treaty (including the Agreement) or a deed must be understood as being a reference to this document, this contract, this treaty or this deed, as potentially modified or completed in accordance with the terms and conditions of the Agreement and including, if applicable, any document, contract, treaty or deed that may be substituted thereto via novation.

2.1.

Modification of article 1 of the Credit Facility

2.2.

Modification of article 2 of the Credit Facility

2.3.

Modification of article 7.2 ( Effective Global Rate ) of the Credit Facility