0001104659-11-048199 Sample Contracts

REVOLVING NOTE (Regular Advances)
OVERSTOCK.COM, Inc • August 22nd, 2011 • Retail-catalog & mail-order houses

This Note is one of the “Notes” referred to in the Financing Agreement and is entitled to the benefits and security, and is subject to the terms and conditions, of the Financing Agreement, including, without limitation, acceleration upon the terms provided therein and in the other Loan Documents. All capitalized terms used herein which are defined in the Financing Agreement and not otherwise defined herein shall have the meanings given in the Financing Agreement.

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FIRST AMENDMENT TO FINANCING AGREEMENT AND WAIVER
Financing Agreement • August 22nd, 2011 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Minnesota

THIS FIRST AMENDMENT TO FINANCING AGREEMENT AND WAIVER (this “Amendment”), made and entered into as of August 19, 2011, is by and between OVERSTOCK.COM, INC., a Delaware corporation (“Borrower”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”).

REVOLVING NOTE (Cash Secured Advances)
OVERSTOCK.COM, Inc • August 22nd, 2011 • Retail-catalog & mail-order houses

This Note is one of the “Notes” referred to in the Financing Agreement and is entitled to the benefits and security, and is subject to the terms and conditions, of the Financing Agreement, including, without limitation, acceleration upon the terms provided therein and in the other Loan Documents. All capitalized terms used herein which are defined in the Financing Agreement and not otherwise defined herein shall have the meanings given in the Financing Agreement.

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