0001047469-06-001232 Sample Contracts

Shares CROCS, INC. COMMON STOCK UNDERWRITING AGREEMENT Dated January [ • ], 2006
Underwriting Agreement • February 2nd, 2006 • Crocs, Inc. • Rubber & plastics footwear • New York
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Supply Agreement • February 2nd, 2006 • Crocs, Inc. • 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.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit 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").

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