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  Exhibit 10.39    
    


AMENDMENT
NO. 6 TO LOAN AGREEMENT 


        THIS
AMENDMENT NO. 6 TO LOAN AGREEMENT (this "Amendment"), dated and effective as of December 1, 2008, is entered into by and between 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.     Section 1.1.1
of the Loan Agreement hereby is amended and restated in its entirety to read as follows: 


         "1.1.1 The Committed Loan.    Bank has loaned to Borrower the principal amount of Twenty Two Million Four Hundred Twenty One Thousand Five
Hundred
Dollars ($22,421,500). The foregoing loan hereafter is referred to as the 'Committed Loan.' The proceeds of the Committed Loan have been used for Borrower's general working capital purposes and for
the issuance of letters of credit. Borrower may not request and Bank shall not make additional advances or issue additional letters of credit hereunder. Borrower may repay, but not reborrow, all or a
part of the Committed Loan in amounts of not less than Five Hundred Thousand Dollars ($500,000) in accordance with the terms of the Committed Note (defined below). The Committed Loan shall be repaid
on or before December 31, 2008, at which time all unpaid principal and interest on the Committed Loan shall be due and payable. The Committed Loan shall be evidenced by Bank's standard form of
commercial promissory note (the 'Committed Note'). Bank shall enter each amount borrowed and repaid in Bank's records and such entries shall be deemed correct. Omission of Bank to make any such
entries shall not discharge Borrower of its obligation to repay in full with interest all amounts borrowed." 


        3.     References
in the Loan Agreement and/or other Loan Documents to the "Revolving Loan" shall mean and refer to the "Committed Loan." 


        4.     If
the amount outstanding under the Committed Loan shall at any time exceed the sum of (A) 70% of the gross domestic accounts receivable of Borrower, and
(B) 40% of the gross domestic inventory of Borrower, Borrower shall immediately pay down the principal amount outstanding under the Revolving Loan in cash, in the amount of such excess. 


        5.     Bank
hereby waives Borrower's failure to deliver to Bank, by November 26, 2008, Borrower's projected weekly cash flow statement for January and February 2009.
Borrower shall deliver to Bank, by December 9, 2008, Borrower's projected weekly cash flow statement for the first quarter of 2009. Such projections shall be in form and content reasonably
acceptable to Bank. 


        6.     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; and 








 

        (b)   Borrower
shall have executed and delivered to Bank the Committed Note and such other documents and instruments as Bank may reasonably request; and 



        (c)   Borrower
shall have paid Bank all legal fees and expenses incurred in connection with this Amendment, estimated not to exceed $5,000, which may be debited from any of
Borrower's accounts with Bank. 




        7.     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. 



        8.     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. 


        9.     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. 


        10.   The
Loan Agreement and the other Loan Documents remain in full force and effect and Borrower herby 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. 


        11.   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. 



        12.   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. 


        13.   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. 



        14.   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. 


        15.   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]


2








        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:	 	Chief Financial Officer & SVP







 	 	 
	
 	
 	

 	
 	

 	
 	

 
	UNION BANK OF CALIFORNIA, N.A.	 	 
	
 	
 	

 	
 	

 	
 	

 
	By:	 	/s/ JON STRAYER







 	 	 
	Printed Name:	 	Jon Strayer







 	 	 
	Title:	 	SVP







 	 	 




[Signature Page to Amendment No. 6 to Loan Agreement]











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Exhibit 10.39