EXHIBIT 10.1
FOURTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THE PARTIES HERETO, BIG DOG HOLDINGS, Inc., a Delaware Corporation and BIG DOG
USA, INC., a California corporation (individually and collectively "Borrowers,"
"Debtors," or "Makers"), and Israel Discount Bank Limited ("Lender," "Bank,"
"Creditor," or "Payee"), hereby Amend that certain Amended and Restated Credit
Agreement ("the Agreement") dated June 30, 1995 and the other loan documents, as
defined below effective as of November 10, 1997, as follows:
RECITALS
A. Borrowers are currently indebted to Lender directly and
contingently, pursuant to the terms and conditions of the AGREEMENT, made by
Borrowers to the order of Bank, as payee; and together with all other documents
executed in connection, therewith, as such documents may have been, at any time,
amended, otherwise modified, renewed or extended to the date hereof, (the
"Credit Agreements"); and
B. Borrowers and Lender have agreed to amend the Credit Agreements as
set forth herein.
NOW, THEREFORE, in consideration of the premises and intending to be
legally bound hereby, the parties agree as follows;
AGREEMENT
1. Amendment not a Novation. This Amendment amends and supplements all
the loan documents ("Original Documents") as defined by Section 1.2.25 and
"Documents" as defined by Section 1.2.10 of the Agreement. This Amendment is
not, and should not be construed as, a novation. All terms of the Credit
Agreements not specifically amended and altered by this Amendment will remain in
full force and effect, and the terms of which are incorporated herein by
reference.
2. Decrease of Revolving Line of Credit. Sections 1.2.4, 1.2.21,
1.2.31, 1.2.32, 1.2.33, 2.1, and 2.2 of the Agreement are amended only to
decrease the Revolving Credit Facility, as defined by Sections 1.2.31 and 2.1,
from "$10,500,000" to "$3,000,000." The total amount of indebtedness ("Maximum
Commitment"), as defined by Section 1.2.21 of the Agreement shall be decreased
to $3,000,000.
3. Release of Guarantors. Sections 1.2.13, 1.2.14, 5.11,
6.15, 8.18 and 17 are amended to read "Deleted." The numbering of the
subsequent Sections will not change.
Section 1.2.23 is amended to read as follows: "Borrowers."
Sections 8.13 and 8.14 are amended to delete "or any Guarantor" wherever it
appears in those sections.
4. Release of Subordination. Sections 1.2.37, 1.2.38, and 8.19 are
amended to read "Deleted." The numbering of the subsequent Sections will not
change.
Sub-Sections (b) and (c) of Section 7.6 are amended to read
"Deleted." The lettering of the Subsequent Sub-Sections will not change.
5. Amendment of Note. Effective as of the date hereof, the Revolving
Credit Note is amended by deleting the reference to "$10,500,000" therein and
replacing such reference with "$3,000,000."
6. No Modification of Other Obligations. Except as is otherwise
specifically set forth herein, all obligations of Borrower and Lender, shall
remain unmodified and in full force and effect.
7. Costs; Expenses; Attorneys' Fees. Borrower shall reimburse Lender on
demand for all costs and expenses, including reasonable attorneys' fees expended
or incurred by Lender in the present and any future negotiation, preparation and
executions of this Agreement.
8. Execution in Counterparts. This Amendment Agreement may be executed
in counterparts and each counterpart shall constitute one and the same original
document.
9. Use of Copy in Lieu of Original. A copy of this Amendment Agreement
shall have the same force and effect as the original.
10. Entire Agreement. This Amendment together with all other Amendments
to the Agreement and all Other Documents executed in connection, therewith, as
such documents may have been amended, otherwise modified, or renewed, the Credit
Agreements, embody the entire agreement and understanding among the parties
hereto. There are no oral agreements or understandings. No course of prior
dealings, usage of trade, or oral conversation shall be admissible to supplement
or explain this Amendment. The parties have read Section 20 of the Agreement,
the terms of which are restated and incorporated here by reference.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.
BIG DOG USA, INC. ISRAEL DISCOUNT BANK LIMITED
Los Angeles Agency
By: /s/XXXXXXX XXXX By: ______________________________
Title: Exec. V.P. Date: ___________ Title: __________ Date: ________
BIG DOG HOLDINGS, INC.
By: /s/XXXXXXX XXXX
Title: Exec. V.P. Date: ___________
