any Supported QFC's
118
vi
Customer CUSIP 22704NAA0
Facility CUSIP 22704NAB8
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(C)
-
EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 6.1.1
-
QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2
-
SUBSIDIARIES
SCHEDULE 6.1.5
-
LITIGATION SCHEDULE
SCHEDULE 6.1.10
-
INTELLECTUAL PROPERTY
SCHEDULE 6.1.13
-
ERISA COMPLIANCE
SCHEDULE 6.1.14
-
ENVIRONMENTAL DISCLOSURES
SCHEDULE 8.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 8.2.4
-
LOANS AND INVESTMENTS
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(N)(1)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
-
SWING LOAN NOTE
EXHIBIT 2.4.2
-
SWING LOAN REQUEST
EXHIBIT 5.9.7(A)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(B)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(C)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 8.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
EXHIBIT 11.2.6
-
RELEASE OF TRADEMARKS, PATENTS AND OTHER INTELLECTUAL PROPERTY
vii
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the
"Agreement") is dated as of July 26, 2019 (the "Effective Date") and is made by
and among CROCS, INC., a Delaware corporation ("Crocs"), CROCS RETAIL, LLC, a
Colorado limited liability company ("Crocs Retail"), JIBBITZ, LLC, a Colorado
limited liability company ("Jibbitz"), COLORADO FOOTWEAR C.V., a limited
partnership (commanditaire vennootschap) established under the laws of the
Netherlands and registered with the Dutch trade register under number 27302818
("Colorado Footwear"), CROCS EUROPE B.V., a private limited company (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the
Netherlands and registered with the Dutch trade register under number 27276812
("Crocs Europe", together with Crocs, Crocs Retail, Jibbitz, Colorado Footwear
and each Person joined hereto as a borrower from time to time, collectively
referred to herein as, the "Borrowers" or "Borrower"), the Lenders (as
hereinafter defined), PNC CAPITAL MARKETS LLC, in its capacity as sole book
runner, co-syndication agent and joint lead arranger ("PNCCM"), CITIBANK, N.A.,
BANK OF AMERICA, N.A., and KEY BANK NATIONAL ASSOCIATION, each as joint lead
arranger (together with PNCCM, the "Joint Lead Arrangers") and PNC BANK,
NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders
under this Agreement (hereinafter referred to in such capacity as the
"Administrative Agent"), Swing Loan Lender (as hereinafter defined) and Issuing
Lender (as hereinafter defined).
Certain Borrowers, Administrative Agent and certain financial institutions as
lenders have entered into that certain Revolving Credit and Security Agreement
dated as of September 25, 2009 (as amended, the "Original Credit Agreement")
pursuant to which Administrative Agent and such financial institutions made
loans and other advances to certain of the Borrowers. Certain Borrowers,
Administrative Agent and certain financial institutions as lenders have entered
into that