AMENDMENT NO. 5 TO LOAN AGREEMENT

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Exhibit 10.38

AMENDMENT NO. 5 TO LOAN AGREEMENT

        THIS AMENDMENT NO. 5 TO LOAN AGREEMENT (this "Amendment"), dated and effective as of September 30, 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 and waive compliance with the Loan Agreement as set forth below.

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

        NOW THEREFORE, in consideration of the amendment and waiver herein granted 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.     Bank hereby waives compliance by Borrower for the fiscal quarter ended September 30, 2008 with the covenants set forth in Sections 4.6, 4.7 and 4.8 of the Loan Agreement, and agrees that noncompliance therewith and any related event such as any failure to report any such purported noncompliance, shall not in any event constitute an Event of Default under the Loan Agreement.

        3.     Effective as of the date written above, each of Sections 4.6, 4.7 and 4.8 of the Loan Agreement is hereby deleted in its entirety and replaced with "[Intentionally Omitted]".

        4.     In consideration of the amendment and waiver provided for above, Borrower hereby agrees:

          (i)  that availability under Borrower's Revolving Loan shall immediately be reduced to the sum of Nineteen Million Eight Hundred Thousand Dollars ($19,800,000) (representing the principal amount outstanding under the Revolving Note as of on or about November 14, 2008), plus Two Million Six Hundred Twenty One Thousand Five Hundred Dollars ($2,621,500) (representing the amount available to be drawn under the one standby letter of credit (the "Standby L/C") issued under the Standby L/C Line,

         (ii)  that the Standby L/C will not be renewed or extended upon its current maturity or expiry date,

        (iii)  that Borrower will no longer be able to request advances or the issuance of letters of credit under the Loan Agreement,

        (iv)  that if the amount outstanding under the Revolving Loan plus the amount available to be drawn under the Standby L/C 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 (x) pay down the principal amount outstanding under the Revolving Loan (plus the amount available to be drawn under the Standby L/C) in cash, in the amount of such excess or, (y) if the full principal amount outstanding under the Revolving Loan has already been paid in full, provide cash collateral with respect to the full amount available to be drawn under the Standby L/C,

         (v)  to provide Bank with a projected weekly cash flow statement for December, 2008 by no later than Wednesday, November, 19, 2008 and a projected weekly cash flow statement for January