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  Exhibit 10.42    
    


 
 

  AMENDMENT NO. 9 TO LOAN AGREEMENT    
    


        THIS AMENDMENT NO. 9 TO LOAN AGREEMENT (this "Amendment"), dated and effective as of February 13, 2009, is entered into by and
between Union Bank, N.A. (formerly known as Union Bank of California, N.A.; "Bank") and Crocs, Inc., a Delaware corporation ("Borrower"), with reference to the following facts: 


 
 

RECITALS


        A.    Borrower
and Bank are parties to that certain Loan Agreement, dated as of May 8, 2007 (as heretofore amended, the "Loan Agreement"), pursuant to which Bank has
provided Borrower with certain credit facilities. 


        B.    Borrower
has requested that Bank amend the Loan Agreement as set forth below. 


        C.    Bank
is willing to grant such amendment on the terms and conditions set forth below. 



        NOW
THEREFORE, in consideration of the amendment and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as
follows: 



        1.     Initially
capitalized terms used in this Amendment (including without limitation in the recitals hereto) without definition shall have the respective meanings given
thereto in the Loan Agreement. 


        2.     The
sentence in Section 1.1.1 of the Loan Agreement which reads as follows: "The Committed Loan shall be repaid on or before February 16, 2009, at which
time all unpaid principal and interest on the Committed Loan shall be due and payable," hereby is amended and restated in its entirety to read as follows: "The Committed Loan shall be repaid on or
before April 2, 2009, at which time all unpaid principal and interest on the Committed Loan shall be due and payable." 


        3.     Section (v)
paragraph 4 of that certain Amendment No. 5 to Loan Agreement by and between Borrower and Bank dated as of September 30, 2008,
hereby is amended and restated in its entirety to read as follows: 



       "(v)  Intentionally
Omitted," 




        4.     Section (vi)
paragraph 4 of that certain Amendment No. 5 to Loan Agreement by and between Borrower and Bank dated as of September 30, 2008,
hereby is amended and restated in its entirety to read as follows: 



      "(vi)  to
provide Bank, by Wednesday of each week for the preceding week, with a weekly borrowing base certificate based upon the advance rates disclosed in
section (iv), above, together with a rolling thirteen (13) week projected cash flow forecast in form and content reasonably acceptable to Bank, and" 




        5.     The
reference to "section (v)"in Section (vii) paragraph 4 of that certain Amendment No. 5 to Loan Agreement by and between Borrower and Bank
dated as of September 30, 2008, shall hereby mean and refer to "section (vi)." 


        6.     Notwithstanding
anything in the Loan Agreement to the contrary, Borrower agrees to make principal payments on the Committed Loan, of Two Hundred Thousand Dollars
($200,000) each, on February 27, March 6, March 13, March 20 and March 27, 2009. 



        7.     The
effectiveness of this Amendment shall be subject to the prior satisfaction of each of the following conditions: 



         (a)  Bank
shall have received an original of this Amendment, duly executed by Borrower; 









 


         (b)  Bank
shall have received reports from Great American and CRG, in form and content acceptable to Bank; and 



         (c)  Borrower
shall have paid Bank all legal fees and expenses incurred in connection with this Amendment, which may be debited from any of Borrower's accounts with Bank. 




        8.     All
representations and warranties made in the Loan Agreement or in any other documents or instruments relating thereto, including without limitation any Loan Documents
furnished in connection with this Amendment, after giving effect to this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and nothing shall affect
the representations and warranties or the right of Bank to rely thereon. 



        9.     Borrower
is not aware of any events which now constitute, or with the passage of time or the giving of notice, or both, would constitute, an Event of Default under the
Loan Agreement as amended by this Amendment. 


        10.   The
Loan Agreement, each of the other Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the
terms of this Amendment, or pursuant to the terms of the Loan Agreement as amended hereby, are hereby
amended so that any reference therein to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby. 



        11.   The
Loan Agreement and the other Loan Documents remain in full force and effect and Borrower hereby ratifies and confirms its agreements and covenants contained therein.
Borrower hereby confirms that, after giving effect to this Amendment, no Event of Default exists as of the date hereof. 


        12.   Any
provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement
and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 



        13.   THIS
AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OF CALIFORNIA AND SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. 


        14.   This
Amendment is binding upon and shall inure to the benefit of Bank and Borrower and their respective successors and assigns; provided that Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written consent of the Bank. 



        15.   This
Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall
constitute one and the same instrument. 


        16.   THIS
AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN BANK AND BORROWER AS TO THE SUBJECT MATTER HEREOF AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN BANK AND BORROWER. 



[Balance of Page Intentionally Left Blank]


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        IN WITNESS WHEREOF, the parties hereto have entered into this Amendment by their respective duly authorized officers as of the date first above written. 



					
	

CROCS, INC.	
 	

 
	
 By:	
 	
/s/ RUSS HAMMER








 	
 	

 
	Printed Name:	 	Russ Hammer







 	 	 
	Title:	 	 CFO








 	 	 
	

UNION BANK, N.A.	
 	

 
	
 By:	
 	
/s/ MICHAEL J. CAMPBELL







 	
 	

 
	Printed Name:	 	Michael J. Campbell







 	 	 
	Title:	 	Vice President







 	 	 




[Signature Page to Amendment No. 9 to Loan
Agreement]









					
	Acknowledged and Agreed:	 	 
	

JPMORGAN CHASE BANK, NA	
 	

 
	
 By:	
 	
/s/ BRIAN MCDOUGAL







 	
 	

 
	Printed Name:	 	Brian McDougal







 	 	 
	Title:	 	Vice President







 	 	 




[Acknowledgement Page to Amendment No. 9 to Loan
Agreement]




















































[LOGO] 


 
    COMMERCIAL PROMISSORY NOTE
  (REFERENCE RATE)    
    





					
	

Debtor Name	
 	

 	
 	

 
	 	 	 	 	 
	Crocs, Inc., a Delaware Corporation	 	 
	 	 	 	 	 
	Debtor Address	 	Office

40061	 	Loan Number

163-151-024-2
	6328 Monarch Park Place

Niwot, CO 80503	 	Maturity Date

April 2, 2009	 	Amount

$22,421,500.00
	

$22,421,500.00	
 	
 	
 	
Date February 13, 2009







        FOR VALUE RECEIVED, the undersigned ("Debtor") promises to pay to the order of UNION BANK OF CALIFORNIA,
N.A. ("Bank"), as indicated below, the principal sum of TWENTY TWO MILLION FOUR HUNDRED TWENTY ONE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($22,421,500.00), together with
interest on the balance of such principal from time to time outstanding at the per annum rate or rates and at the times set forth below. 


        At
any time prior to the maturity of this note, subject to the provisions of paragraph 5, below, Debtor may repay but not reborrow hereunder so long as the total outstanding at
any one time does not exceed the maximum amount then available to be borrowed hereunder as set forth above or in paragraph 1, below. 


        1.    PAYMENTS.    Debtor shall pay (x) accrued but unpaid
interest on the first day of each month (commencing March 1, 2009), and (y) principal payments of Two Hundred Thousand Dollars ($200,000) on each of February 27, March 6,
March 13, March 20 and March 27, 2009. Debtor shall pay all remaining principal and accrued but unpaid interest on April 2, 2009 (the "Termination Date"). Should interest
not be paid when due it shall become part of the principal and bear interest as herein provided. If any interest rate defined in this note ceases to be available for any reason, then said interest
rate shall be replaced by the rate then offered by Bank which, in the sole discretion of Bank, most closely approximates the unavailable rate. 


        Debtor
shall pay all amounts due under this note in lawful money of the United States to Bank at P.O. Box 30115, Los Angeles, CA 90030-0115, or at such other
office as may be designated by Bank from time to time. 


        2.    INTEREST RATE.    



        (a)    VARIABLE INTEREST RATE.    All principal outstanding hereunder
shall bear interest at a rate per annum equal to nine percent (9.0%) in excess of the Reference Rate, which rate shall vary as and when the Reference Rate changes. 


        (b)    INTEREST RATE COMPUTATIONS.    All computations of interest
under this note shall be made on the basis of a year of 360 days for actual days elapsed. 




        3.    LATE PAYMENTS.    If any payment required by the terms of this note shall remain unpaid ten days after same is
due, at the option of Bank, Debtor shall pay a fee of $100 to Bank. 


        4.    INTEREST RATE FOLLOWING DEFAULT.    In the event of default, at the option of Bank, and, to the extent permitted
by law. interest shall be payable on the outstanding principal under this note at a per annum rate equal to five percent (5%) in excess of the interest rate specified in paragraph 2(b), above,
calculated from the date of default until all amounts payable under this note are paid in full. 







 

        5.    PREPAYMENT.    



        (a)   Amounts outstanding under this note bearing interest at a rate based on the Reference Rate may be prepaid in whole or in
part at any time, without penalty or premium. 


        (b)   All prepayments shall include payment of accrued interest on the principal amount so prepaid and shall be applied to
payment of interest before application to principal. A determination by Bank as to the prepayment fee amount, if any, shall be conclusive. 


        (c)   Bank shall provide Debtor a statement of the amount payable on account of prepayment. 



DEBTOR INITIAL HERE:    RH 





        6.    DEFAULT AND ACCELERATION OF TIME FOR PAYMENT.    Default shall include, but not be limited to, any of the
following: (a) the failure of Debtor to make any payment required under this note when due; (b)any breach, misrepresentation or other default by Debtor, any guarantor,
co-maker, endorser, or any person or entity other than Debtor providing security for this note (hereinafter individually and collectively referred to as the "Obligor") under any security
agreement, guaranty or other agreement between Bank and any Obligor; (c) the insolvency of any Obligor or the failure of any Obligor generally to pay such Obligor's debts as such debts become
due; (d) the commencement as to any Obligor of any voluntary or involuntary proceeding under any laws relating to bankruptcy, insolvency, reorganization, arrangement, debt adjustment or debtor
relief; (e) the assignment by any Obligor for the benefit of such Obligor's creditors; (f) the appointment, or commencement of any proceeding for the appointment of a receiver, trustee,
custodian or similar official for all or substantially all of any Obligor's property; (g) the commencement of any proceeding for the dissolution or liquidation of any Obligor; (h) the
termination of existence or death of any Obligor; (i) the revocation of any guaranty or subordination agreement given in connection with this note; (j) the failure of any Obligor to
comply with any order, judgment, injunction, decree, writ or demand of any court or other public authority; (k) the filing or recording against any Obligor, or the property of any Obligor, of
any notice of levy, notice to withhold, or other legal process for taxes other than property taxes; (1) the default by any Obligor personally liable for amounts owed hereunder on any obligation
concerning the borrowing of money; (m) the issuance against any Obligor, or the property of any Obligor, of any writ of attachment, execution, or other judicial lien; or (n) the
deterioration of the financial condition of any Obligor which results in Bank deeming itself, in good faith, insecure. Upon the occurrence of any such default, Bank, in its discretion, may cease to
advance funds hereunder and may declare all obligations under this note immediately due and payable; however, upon the occurrence of an event of default under d, e, f, or g, all principal and interest
shall automatically become immediately due and payable. 



        7.    ADDITIONAL AGREEMENTS OF DEBTOR.    If any amounts owing under this note are not paid when due, Debtor promises
to pay all costs and expenses, including reasonable attorneys' fees (including the allocated costs of Bank's in-house counsel and legal staff) incurred by Bank in the negotiation,
documentation and modification of this note and all related documents and in the collection or enforcement of any amount outstanding hereunder. Debtor and any Obligor, for the maximum period of time
and the full extent permitted by law, (a) waive diligence, presentment, demand, notice of nonpayment, protest, notice of protest, and notice of every kind; (b) waive the right to assert
the defense of any statute of limitations to any debt or obligation hereunder; and (c) consent to renewals and extensions of time for the payment of any amounts due under this note. If this
note is signed by more than one party, the term "Debtor" includes each of the undersigned and any successors in interest thereof; all of whose liability shall be joint and several. Any married person
who signs this note agrees that recourse may be had against the separate property of that person for any obligations hereunder. The receipt of any check or other item of payment by Bank, at its
option, shall not be considered a payment on account until such check or other item of payment is honored when presented for payment at the drawee bank. Bank may delay the credit of such payment based
upon 


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Bank's
schedule of funds availability, and interest under this note shall accrue until the funds are deemed collected. In any action brought under or arising out of this note, Debtor and any Obligor,
including their successors and assigns, hereby consent to the jurisdiction of any competent court within the State of California, as provided in any alternative dispute resolution agreement executed
between Debtor and Bank, and consent to service of process by any means authorized by said state's law. The term "Bank" includes, without limitation, any holder of this note. This note shall be
construed in accordance with and governed by the laws of the State of California. This note hereby incorporates any alternative dispute resolution agreement previously, concurrently or hereafter
executed between Debtor and Bank. 


        8.    DEFINITIONS.    As used herein, the following terms shall have the meanings respectively set forth below:  "Business Day"
means a day on which Bank is open for business for the funding of corporate loans. "Reference
Rate" means the rate announced by Bank from time to time at its corporate headquarters as its Reference Rate. The Reference Rate is an index rate determined by Bank from time
to time as a means of pricing certain extensions of credit and is neither directly tied to any external rate of interest or index nor necessarily the lowest rate of interest charged by Bank at any
given time. 


        9.    SUPERSESSION OF PRIOR NOTE.    This note supersedes and replaces that certain Commercial Promissory Note (Base
Rate) in a principal amount not to exceed $22,421,500.00, dated December 19, 2008, executed by Debtor to the order of Bank. 



					
	 DEBTOR:	 	 
	 	 	 	 	 
	Crocs, Inc., a Delaware corporation	 	 
	 	 	 	 	 
	By:	 	/s/ RUSS HAMMER







 	 	 
	Title:	 	 CFO







 	 	 




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QuickLinks



Exhibit 10.42


AMENDMENT NO. 9 TO LOAN AGREEMENT

RECITALS


COMMERCIAL PROMISSORY NOTE (REFERENCE RATE)