CROCS, INC. 6,864,545 Shares of Common Stock, Par Value $0.001 per Share Underwriting AgreementUnderwriting Agreement • November 4th, 2019 • Crocs, Inc. • Rubber & plastics footwear • New York
The stockholders of Crocs, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,864,545 shares (the “Shares”) of common stock, par value $0.001 per share (the “Stock”), of the Company. To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. In addition, to the extent that there is not more than one Selling Stockholder named in Schedule I, the term Selling Stockholders shall mean either the singular or plural as the context requires.
450,000,000 REVOLVING CREDIT FACILITY SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and amongCredit Agreement • August 1st, 2019 • Crocs, Inc. • Rubber & plastics footwear
EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITHSecurity Agreement • September 30th, 2009 • Crocs, Inc. • Rubber & plastics footwear • New York
Revolving Credit and Security Agreement dated as of September 25, 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., 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., corporation organized under the laws of the State of Colorado (“Bite”, together with Crocs, Retail, Online, Ocean, Jibbitz and each other Person joined hereto as a borrower from time to time, 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 ag
CROCS, INC. as Issuer The Guarantors party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 12, 2021 4.250% Senior Notes due 2029Supplemental Indenture • March 12th, 2021 • Crocs, Inc. • Rubber & plastics footwear • New York
INDENTURE, dated as of March 12, 2021, among CROCS, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
CROCS, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • March 9th, 2006 • Crocs, Inc. • Rubber & plastics footwear • Colorado
This Non-Statutory Stock Option Agreement (this “Agreement”) is made as of September 1, 2004 (the “Effective Date”), between Crocs, Inc. (the “Company”), and Michael E. Marks (“Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in Section II(15) of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2014 • Crocs, Inc. • Rubber & plastics footwear • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 27, 2014, is by and among Crocs, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto (collectively, the “Purchasers”). The Purchasers and any other Person who may become a party hereto pursuant to Section 11(c) are referred to individually as a “Shareholder” and collectively as the “Shareholders.”
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 1st, 2022 • Crocs, Inc. • Rubber & plastics footwear • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of July 26, 2019 (the “Effective Date”) and as amended on March 26, 2020, November 13, 2020, July 23, 2021, February 17, 2022 and November 30, 2022 and is made by and among CROCS, INC., a Delaware corporation (“Crocs”), CROCS RETAIL, LLC, a Colorado limited liability company (“Crocs Retail”), JIBBITZ, INC., a Colorado corporation (formerly known as 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 re
70,000,000 REVOLVING CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT by and among CROCS, INC. CROCS RETAIL, INC. OCEAN MINDED, INC. JIBBITZ LLC BITE, INC. and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent...Credit Agreement • December 19th, 2011 • Crocs, Inc. • Rubber & plastics footwear • New York
THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of December 16, 2011 and is made by and among CROCS, INC., a Delaware corporation (“Crocs”), CROCS RETAIL, INC., a Colorado corporation (“Crocs Retail”), OCEAN MINDED, INC., a Colorado corporation (“Ocean”), JIBBITZ LLC, a Colorado limited liability company (“Jibbitz”), BITE, INC., a Colorado corporation (“Bite”), together with Crocs, Crocs Retail, Ocean, Jibbitz 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 and sole lead arranger (“Lead Arranger”) 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”).
CREDIT AGREEMENT Dated as of April 8, 2005 between CROCS, INC. and BANK OF AMERICA, N.A.Credit Agreement • August 15th, 2005 • Crocs, Inc. • North Carolina
This CREDIT AGREEMENT ("Agreement") is entered into as of April 8, 2005 by and between CROCS, INC., a Colorado corporation (the "Borrower") and BANK OF AMERICA, N.A. (the "Lender").
CROCS, INC. as Issuer The Guarantors party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 10, 2021 4.125% Senior Notes due 2031Indenture • August 10th, 2021 • Crocs, Inc. • Rubber & plastics footwear • New York
INDENTURE, dated as of August 10, 2021, among CROCS, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 26, 2005 between CROCS, INC. and BANK OF AMERICA, N.A.Credit Agreement • January 9th, 2006 • Crocs, Inc. • Rubber & plastics footwear • North Carolina
This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of October 26, 2005 by and between CROCS, INC., a Delaware corporation (the "Borrower") and BANK OF AMERICA, N.A. (the "Lender").
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 29th, 2014 • Crocs, Inc. • Rubber & plastics footwear • New York
This Fifth Amendment to Amended and Restated Credit Agreement (the “Amendment”), is made this 26th day of September, 2014 among CROCS, INC., a corporation organized under the laws of the State of Delaware (“Crocs”), CROCS RETAIL, LLC, a limited liability company organized under the laws of the State of Colorado (“Retail”), 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, Ocean, Jibbitz and each other Person joined as a borrower from time to time to the Credit Agreement (as defined below), collectively “Borrowers” and each a “Borrower”), the financial institutions which are now party to the Credit Agreement as lenders and who execute this Amendment (collectively, the “Consenting Lenders” and each individually a “Consenting Len
CROCS, INC. 2007 EQUITY INCENTIVE PLAN Non-Statutory Stock Option AgreementCrocs, Inc. • November 14th, 2007 • Rubber & plastics footwear • Delaware
This is a Non-Statutory Stock Option Agreement ("Agreement") between Crocs, Inc., a Delaware corporation (the "Company"), and you, the Participant identified above, effective as of the Grant Date specified above.
Shares CROCS, INC. COMMON STOCK UNDERWRITING AGREEMENT Dated January [ • ], 2006Underwriting Agreement • February 2nd, 2006 • Crocs, Inc. • Rubber & plastics footwear • New York
TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 1st, 2017 • Crocs, Inc. • Rubber & plastics footwear • New York
This Tenth Amendment to Amended and Restated Credit Agreement (the “Amendment”), is made this 24th day of December, 2015 among CROCS, INC., a corporation organized under the laws of the State of Delaware (“Crocs”), CROCS RETAIL, LLC, a limited liability company organized under the laws of the State of Colorado (“Retail”), 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, Ocean, Jibbitz and each other Person joined as a borrower from time to time to the Credit Agreement (as defined below), collectively “Borrowers” and each a “Borrower”), the Lenders who have executed this Amendment and constitute Required Lenders (collectively, the “Consenting Lenders” and each individually a “Consenting Lender”) and PNC BANK, NATIONAL ASSOCIAT
QuickLinks -- Click here to rapidly navigate through this documentCrocs, Inc. • February 2nd, 2006 • Rubber & plastics footwear
[*****] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment made pursuant to Rule 406 under the Securities Act of 1933, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2010 • Crocs, Inc. • Rubber & plastics footwear • Colorado
This Employment Agreement (this “Agreement”) is entered into on May 18, 2009, by and between Crocs, Inc. a Delaware corporation (the “Company”), and Daniel Hart (the “Executive”).
AMENDMENT NO. 3 TO LOAN AGREEMENTLoan Agreement • May 12th, 2008 • Crocs, Inc. • Rubber & plastics footwear • California
THIS AMENDMENT NO. 3 TO LOAN AGREEMENT (this "Amendment"), dated as of March 4, 2008, is entered into by and among Union Bank of California, N.A., ("Bank"), and Crocs, Inc., a Delaware corporation ("Borrower"), with reference to the following facts:
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 9th, 2006 • Crocs, Inc. • Rubber & plastics footwear • North Carolina
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Security Agreement") is made and entered into as of October 26, 2005, by CROCS, INC., a Delaware corporation, successor by merger to Crocs, Inc., a Colorado corporation (the "Borrower" and the "Grantor") and BANK OF AMERICA, N.A., a national banking association, as Lender (the "Lender"). All capitalized terms used but not otherwise defined herein or pursuant to Section 1 hereof shall have the respective meanings assigned thereto in the Credit Agreement (as defined below).
SECOND AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • June 7th, 2017 • Crocs, Inc. • Rubber & plastics footwear • New York
This second amendment (this “Second Amendment”) to that certain Investment Agreement (the “Investment Agreement”), dated as of December 28, 2013, by and between Crocs, Inc., a Delaware corporation (the “Company”) and Blackstone Capital Partners VI L.P., a Delaware limited partnership (“Blackstone”) is made and entered into and effective as of this 6th day of June 2017 (the “Amendment Effective Date”). Blackstone and the Company are collectively and interchangeably referred to singularly as “Party” and collectively as “Parties”.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 2nd, 2006 • Crocs, Inc. • Rubber & plastics footwear
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of January 18, 2006, among CROCS, INC. ("Borrower") and CROCS RETAIL, INC., a Colorado corporation, WESTERN BRANDS HOLDING COMPANY, INC. a Colorado corporation, and CROCS ONLINE, INC., a Colorado corporation (collectively, "Guarantors" and individually, a "Guarantor"), and BANK OF AMERICA, N.A. ("Lender").
Crocs Letterhead]Confidential General Release • July 30th, 2014 • Crocs, Inc. • Rubber & plastics footwear
This letter agreement serves as written confirmation of the terms of your severance arrangement with Crocs, Inc. (the “Company”) and supersedes in its entirety the letter agreement dated [ ].
WAIVER AND AMENDMENT NO. 11 TO LOAN AGREEMENTLoan Agreement • August 6th, 2009 • Crocs, Inc. • Rubber & plastics footwear • California
THIS WAIVER AND AMENDMENT NO. 11 TO LOAN AGREEMENT (this "Amendment"), dated and effective as of April 10, 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:
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 11th, 2012 • Crocs, Inc. • Rubber & plastics footwear • New York
This First Amendment to Amended and Restated Credit Agreement (the “Amendment”), is made this 10th day of December, 2012 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”), 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, Ocean, Jibbitz and each other Person joined as a borrower from time to time to the Credit Agreement (as defined below), collectively “Borrowers” and each a “Borrower”), the financial institutions which are now or which hereafter become a party to the Credit Agreement (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”),
Crocs, Inc.Restricted Stock Unit Agreement • January 14th, 2021 • Crocs, Inc. • Rubber & plastics footwear • Delaware
This is a Restricted Stock Unit Agreement (this “Agreement”) effective as of the Date of Grant specified above, between Crocs, Inc., a Delaware corporation (the “Company”), and you, the Participant identified above.
QuickLinks -- Click here to rapidly navigate through this documentLease Agreement • October 18th, 2005 • Crocs, Inc. • Rubber & plastics footwear
LEASE AGREEMENT ENTERED INTO BY AND BETWEEN JOSE PABLO HERNANDEZ GONZALEZ, ON HIS ON RIGHT AND WHO WILL HEREAFTER BE DEFINED AS THE "THE LESSOR", AND THE MERCANTILE ENTITY NAMED CROCS MÉXICO, S. DE R.L. DE C.V.REPRESENTED HEREIN BY ITS LEGAL REPRESENTATIVE JOSE ANTONIO AGUIRRE MARQUEZ, WHO WILL HEREAFTER BE DEFINED AS "THE LESSEE", AGREEMENT FORMALIZED ACCORDING TO THE FOLLOWING RECITALS AND CLAUSES:
FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTAnd Security Agreement • October 15th, 2009 • Crocs, Inc. • Rubber & plastics footwear • New York
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,
CROCS, INC. 2007 EQUITY INCENTIVE PLAN Incentive Stock Option AgreementIncentive Stock Option Agreement • November 14th, 2007 • Crocs, Inc. • Rubber & plastics footwear • Delaware
This is an Incentive Stock Option Agreement ("Agreement") between Crocs, Inc., a Delaware corporation (the "Company"), and you, the Participant identified above, effective as of the Grant Date specified above.
INVESTMENT AGREEMENT dated as of December 28, 2013 by and between Crocs, Inc. and Blackstone Capital Partners VI L.P.Investment Agreement • December 30th, 2013 • Crocs, Inc. • Rubber & plastics footwear • Delaware
INVESTMENT AGREEMENT, dated as of December 28, 2013 (this “Agreement”), by and between Crocs, Inc., a Delaware corporation (the “Company”), and Blackstone Capital Partners VI L.P., a Delaware limited partnership (the “Purchaser”).
CROCS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 15th, 2005 • Crocs, Inc. • Delaware
the time subject to forfeiture restrictions, file a protective election under Code Section 83(b) which would limit Optionee's ordinary income upon a disqualifying disposition to the excess of the Fair Market Value of the Purchased Shares on the date the Option is exercised over the Exercise Price paid for the Purchased Shares. Accordingly, such election if properly filed will only be allowed to the extent the final Treasury Regulations permit such a protective election.
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 9th, 2015 • Crocs, Inc. • Rubber & plastics footwear • New York
This Eighth Amendment to Amended and Restated Credit Agreement (the “Amendment”), is made this 1st day of September, 2015 among CROCS, INC., a corporation organized under the laws of the State of Delaware (“Crocs”), CROCS RETAIL, LLC, a limited liability company organized under the laws of the State of Colorado (“Retail”), 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, Ocean, Jibbitz and each other Person joined as a borrower from time to time to the Credit Agreement (as defined below), collectively “Borrowers” and each a “Borrower”), the Lenders who have executed this Amendment and constitute Required Lenders (collectively, the “Consenting Lenders” and each individually a “Consenting Lender”) and PNC BANK, NATIONAL ASSOCIA
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 7th, 2015 • Crocs, Inc. • Rubber & plastics footwear • New York
This Sixth Amendment to Amended and Restated Credit Agreement (the “Amendment”), is made this 2nd day of April, 2015 among CROCS, INC., a corporation organized under the laws of the State of Delaware (“Crocs”), CROCS RETAIL, LLC, a limited liability company organized under the laws of the State of Colorado (“Retail”), 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, Ocean, Jibbitz and each other Person joined as a borrower from time to time to the Credit Agreement (as defined below), collectively “Borrowers” and each a “Borrower”), the Lenders who have executed this Amendment and constitute Required Lenders (collectively, the “Consenting Lenders” and each individually a “Consenting Lender”) and PNC BANK, NATIONAL ASSOCIATION
AMENDMENT NO. 4 TO LOAN AGREEMENTLoan Agreement • August 14th, 2008 • Crocs, Inc. • Rubber & plastics footwear • California
THIS AMENDMENT NO.4 TO LOAN AGREEMENT (this "Amendment"), dated as of August 7, 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:
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 15th, 2005 • Crocs, Inc.
This SEPARATION AND RELEASE AGREEMENT (the "Agreement") is made and entered into by and between Western Brands, LLC ("Western") and George Boedecker ("Mr. Boedecker") (collectively "parties") as of the Execution Date of this Agreement defined in paragraph 24 below.
SEPARATION AGREEMENTSeparation Agreement • July 2nd, 2009 • Crocs, Inc. • Rubber & plastics footwear • Colorado
This Separation Agreement (this “Agreement”), dated June 30, 2009, is entered into between Ronald R. Snyder (hereinafter “Snyder”) and Crocs, Inc. (hereinafter the “Company”), hereinafter collectively referred to as the “Parties.” As used in this Agreement, the “Company” shall include Crocs, Inc. and any of its affiliates, subsidiaries, or divisions.
