OF
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH
DEFENSE.
11.12.4
SERVICE OF PROCESS.
EACH PARTY HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 11.6 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION].
NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.
11.12.5
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
11.13
USA Patriot Act Notice.
Each Lender that is subject to
the USA Patriot Act and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies Loan Parties that pursuant to the requirements of
the USA Patriot Act, it is required to obtain, verify and record information
that identifies the Loan Parties, which information includes the name and
address of Loan Parties and other information that will allow such Lender or
Administrative Agent, as applicable, to identify the Loan Parties in accordance
with the USA Patriot Act.
94
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.
ATTEST:
CROCS, INC.
By:
Name:
Title:
CROCS RETAIL, INC.
By:
Name:
Title:
OCEAN MINDED, INC.
By:
Name:
Title:
JIBBITZ LLC
By:
Name:
Title:
[SIGNTURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]
BITE, INC.
By:
Name:
Title:
[SIGNTURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]
PNC BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent
By:
Name:
Title:
JPMORGAN CHASE BANK, as Lender
By:
Name:
Title:
HSBC BANK USA, N.A., as Lender(52)
By:
Name:
Title:
(52)
5th Amendment
[SIGNTURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]
SCHEDULE 1.1(A)(53)
PRICING GRID-
VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO
Level
[Leverage Ratio]
Letter of
Credit Fee
Revolving Credit Base
Rate Spread
Revolving Credit
LIBOR Rate Spread
I
Less than 1.0 to 1.0
1.25
%
0.25
%
1.25
%
II
Greater than or equal to 1.0 to 1.0 but less than 1.50 to 1.0
1.50
%
0.50
%
1.50
%
III
Greater than or equal to 1.50 to 1.0 but less than 2.00 to 1.0
1.75
%
0.75
%
1.75
%
IV
Greater than or equal to 2.0 to