AMENDMENT NO. 6 TO LOAN AGREEMENT

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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. Borr