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): October 14, 2009

CROCS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-51754	20-2164234
(State or other	(Commission	(I.R.S. Employer
jurisdiction	File Number)	Identification No.)
of incorporation)
6328 Monarch Park Place Niwot, Colorado		80503
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 848-7000

Not Applicable

(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:

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

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

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

oPre-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 October 14, 2009, Crocs, Inc. (the “Company”) its subsidiaries, Crocs Retail, Inc., Crocs Online, Inc., Ocean Minded, Inc., Jibbitz, LLC and Bite, Inc. (collectively with the Company, the “Borrowers”), and PNC Bank, National Association (“Bank”), entered into First Amendment to Revolving Credit and Security Agreement (the “Amendment”) to clarify the intentions and understandings of the parties with respect to the tangible net worth financial covenant contained in the Revolving Credit and Security Agreement dated September 25, 2009 (the “Credit Agreement”).  The Amendment decreases the Borrowers’ minimum tangible net worth requirement from $266 million to $205 million, measured at the end of each fiscal quarter, commencing with the fiscal quarter ending December 31, 2009.

Item 9.01.              Financial Statements and Exhibits.

(d) Exhibits.

10.1First Amendment to Revolving Credit and Security Agreement, dated October 14, 2009, by and among Crocs, Inc., Crocs Retail, Inc., Crocs Online, Inc., Ocean Minded, Inc., Jibbitz LLC, Bite, Inc. and PNC Bank, National Association.

SIGNATURES

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

	CROCS, INC.
Date: October 15, 2009	By:	/s/ Russell C. Hammer
		Russell C. Hammer,
		Chief Financial Officer, Senior Vice President - Finance and Treasurer

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO REVOLVING CREDIT

AND SECURITY AGREEMENT

This First Amendment to Revolving Credit and Security Agreement (the “First Amendment”), is made this 14th day of October, 2009 among CROCS, INC., a corporation organized under the laws of the State of Delaware (“Crocs”), CROCS RETAIL, INC., a corporation organized under the laws of the State of Colorado (“Retail”), CROCS ONLINE, INC., a corporation organized under the laws of the State of Colorado (“Online”), OCEAN MINDED, INC., a corporation organized under the laws of the State of Colorado (“Ocean”), JIBBITZ, LLC, a limited liability company organized under the laws of the State of Colorado (“Jibbitz”), BITE, INC., a corporation organized under the laws of the State of Colorado (“Bite”, together with Crocs, Retail, Online, Ocean, Jibbitz and each other Person joined as a borrower from time to time to the Loan Agreement (as defined below), collectively “Borrowers” and each a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

BACKGROUND

A.On September 25, 2009, Borrowers, Lenders and Agent entered into, inter alia, that certain Revolving Credit and Security Agreement (as same has been or may hereafter be amended, modified, renewed, extended, restated or supplemented from time to time, the “Loan Agreement”) to reflect certain financing arrangements among the parties thereto.  The Loan Agreement and all other documents executed in connection therewith to the date hereof are collectively referred to as the “Existing Financing Agreements”.  All capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement, as amended hereby.

B.Borrowers have requested and Agent and Lenders have agreed to modify certain terms and provisions of the Loan Agreement on the terms and subject to the conditions contained in this First Amendment.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.Amendment to Section 6.5(a) of the Loan Agreement.Upon the Effective Date (as defined below), Section 6.5(a) of the Loan Agreement shall be amended and restated in its entirety as follows:

(a)Net Worth.  Maintain at all times a Tangible Net Worth in an amount not less than $205,000,000, measured at the end of each fiscal quarter, commencing with the fiscal quarter ending December 31, 2009.

Section 2.Condition Precedent.  This First Amendment shall be effective upon Agent’s receipt of this First Amendment fully executed by the Borrowers (the “Effective Date”).

Section 3.Representations and Warranties.  Each Borrower:

(a)reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date);

(b)reaffirms all of the covenants contained in the Loan Agreement, covenants to abide thereby until satisfaction in full of the Obligations and termination of the Loan Agreement;

(c)represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements;

(d)represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this First Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this First Amendment on its behalf were similarly authorized and empowered, and that this First Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and

(e)represents and warrants that this First Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Section 4.General Provisions.

(a)Payment of Expenses.  Borrowers shall pay or reimburse Agent and Lenders for its reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this First Amendment and the documents provided for herein or related hereto.

(b)Reaffirmation of Loan Agreement.  Except as modified by the terms hereof, all of the terms and conditions of the Loan Agreement, as amended, and all of the other Existing Financing Agreements are hereby reaffirmed and shall continue in full force and effect as therein written.

(c)Third Party Rights.  No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary.

(d)Headings.  The headings of any paragraph of this First Amendment are for convenience only and shall not be used to interpret any provision hereof.

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(e)Modifications.  No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(f)Governing Law.  This First Amendment shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York.

(g)Counterparts.  This First Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement.  Any signature delivered by a party by facsimile transmission or PDF shall be deemed to be an original signature hereto.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

BORROWERS:
CROCS, INC.
By:	/s/ Russell C. Hammer
Name:	Russell C. Hammer
Title:	Chief Financial Officer
CROCS RETAIL, INC.
By:	/s/ Russell C. Hammer
Name:	Russell C. Hammer
Title:	Chief Financial Officer
CROCS ONLINE, INC.
By:	/s/ Russell C. Hammer
Name:	Russell C. Hammer
Title:	Chief Financial Officer
OCEAN MINDED, INC.
By:	/s/ Russell C. Hammer
Name:	Russell C. Hammer
Title:	Chief Financial Officer
JIBBITZ, LLC
By:	/s/ Ken Chaplin
Name:	Ken Chaplin
Title:	Manager

BITE, INC.
By:	/s/ Russell C. Hammer
Name:	Russell C. Hammer
Title:	Chief Financial Officer
PNC BANK, NATIONAL ASSOCIATION, As Lender and as Agent
By:	/s/ Steve C. Roberts
Name:	Steve C. Roberts
Title:	Vice President