AMENDMENT NO. 8 TO LOAN AGREEMENTLoan Agreement |
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CROCS, INC. | JPMORGAN CHASE BANK, NA. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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AMENDMENT NO. 8 TO LOAN AGREEMENT THIS AMENDMENT NO. 8 TO LOAN AGREEMENT (this "Amendment"), dated and effective as of January 27, 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: 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. Notwithstanding any provision of the Loan Agreement to the contrary, Bank hereby consents to the execution, delivery and performance by Borrower of that certain Security Agreement: Specific Rights to Payment (the "Security Agreement") by and between Borrower and Wells Fargo Bank, National Association, dated as of January , 2009. Notwithstanding the foregoing, Bank shall not be deemed to release its security interest in the Collateral, as defined in the Security Agreement, which is expressly retained. 3. Sections (vi) and (vii) of paragraph 4 of that certain Amendment No. 5 to Loan Agreement by and between Borrower and Bank dated as of September 30, 2008, hereby are amended and restated in their entireties to read as follows: "(vi) to provide Bank, by Wednesday of each week for the preceding week, with a weekly borrowing base certificate based upon the advance rates disclosed in section (iv), above, and (vii) to provide Bank, by Wednesday of each week for the preceding week, with a weekly reconciliation of actual cash balances to the projected weekly cash flow statement as required in section (v), above." 4. The effectiveness of this Amendment shall be subject to the prior satisfaction of each of the following conditions: (a) Bank shall have received an original of this Amendment, duly executed by Borrower;; and (b) Borrower shall have paid Bank all legal fees and expenses incurred in connection with this Amendment, which may be debited from any of Borrower's accounts with Bank. 5. All representations and warranties made in the Loan Agreement or in any other documents or instruments relating thereto, including without limitation any Loan Documents furnished in connection with this Amendment, after giving effect to this Amendment, shall survive the execution and delivery of this Amendment and the other Loan |
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