Exhibit 10.1
FOURTH AMENDMENT TOCREDITAGREEMENT
THIS FOURTHAMENDMENT TOCREDITAGREEMENT (this"Amendment")is
entered intoasofAugust24,2015,byandbetweenZAGGINC,aNevadacorporation
("Borrower"), and WELLSFARGOBANK,NATIONALASSOCIATION("Bank").
RECITALS
WHEREAS, BorroweriscurrentlyindebtedtoBank(the"Loan")pursuanttothe termsandconditionsofthatcertainCredit Agreement betweenBorrower and Bank dated as of December 7, 2012, as amendedfrom time to time ("Credit Agreement").
WHEREAS, ZAGG INTELLECTUAL PROPERTY HOLDING CO., INC., a Nevada corporation ("Zagg IP"), ZAGG RETAIL, INC.,a Nevada corporation ("Retail"), IFROGZINC., a Utah corporation ("iFrogz"), and ZAGG LLC, a Nevada limited liability company ("ZAGG LLC" and, together with Zagg IP, Retail, iFrogz, and ZAGG LLC, individually and collectively, as the context requires, the "Guarantor"), each executed a Continuing Guaranty dated as of December 7, 2012 in favor of Bank, each as amended from time to time (collectively, the "Guaranties").
WHEREAS, theLoanissecuredbythatcertain(i)SecurityAgreementdatedas ofDecember7,2012 by and betweenBorrower and Bank; (ii) General Pledge Agreement dated as ofDecember 7, 2012 byand between Borrower and Bank; (iii) Third Party Security Agreement dated asof December 7, 2012 byand between iFrogz and Bank; (iv) Third Party SecurityAgreementdated as of December7, 2012 by and between Zagg IP and Bank;(v)Third Party Security Agreement dated asof December 7, 2012 by and betweenRetail andBank; (vi) Third Party Security Agreement dated as of December 7, 2012 by andbetween ZAGGLLC and Bank; and(vii) ThirdParty General Pledge Agreement datedas ofDecember 7, 2012 byand between iFrogz and Bank, each as amended fromtime to time (collectively, the "Security Agreements").
WHEREAS, BankandBorrowerhaveagreedtocertainchangesinthetermsand conditionsset forthintheCredit AgreementandhaveagreedtoamendtheCredit Agreement toreflect said changes.
NOW, THEREFORE,forvaluableconsideration, thereceipt andsufficiency of whichareherebyacknowledged,thepartiesheretoagreethattheCreditAgreement shallbeamended asfollows:
1. Treasury Stock Repurchases. Section 4.9(e) is hereby deleted in its entirety, and the following substituted therefor:
(e) FromJanuary1,2015, Borrowershallnotrepurchase treasury stockin anaggregate amountgreaterthanFifteenMillion Dollars ($15,000,000) in any calendar year.
2. Conditions Precedent. ThisAmendment shallnot becomeeffective until thefollowingconditions havebeencompletedandproofoftheircompletion hasbeen providedto Bank:
(a) At orprior to the executionand delivery of this Amendment, Borrower and Guarantor, as applicable, shall have executed and delivered, or caused to be executed and delivered, to Bank, each in form and substance satisfactory to Bank, suchother documents, instruments, resolutions, subordinations, andother agreements as Bank may require in its sole discretion.
3. Fees and Expenses.Inconsiderationofthechangessetforthhereinand asaconditiontothe effectiveness hereof ,immediately upon signing thisAmendment Borrower shall pay toBank(a) [intentionally omitted]; (b)all reasonablelegal fees and expenses incurred by Bankin connection herewith or with the Loan and the Loan Documents accrued and unpaid as of the date hereof; and (c) allother reasonable costs and expenses incurred by Bank in connection with thisAmendment.
4. Effect on Credit Agreement. Except asspecifically provided herein, all terms and conditions ofthe Credit Agreement remain in fullforce andeffect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaningwhen usedin thisAmendment. This Amendment and the Credit Agreement shall be read together, as onedocument.
5. Representations andWarranties. Borrower hereby remakes all representationsand warrantiescontainedintheCreditAgreementand reaffirms all covenantsset forth therein . Borrower further certifiesthatas of the date ofthis Amendment there exists no Event of Default as defined in the CreditAgreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event ofDefault.
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IN WITNESSWHEREOF, thepartiesheretohavecausedthisAmendmenttobe executed asof the dayand year first written above.
GUARANTORS' CONSENTANDREAFFIRMATION
Each oftheundersigned guarantorsofallindebtednessofZAGGINC,aNevada corporation,toWELLSFARGOBANK,NATIONALASSOCIATIONhereby: (i) consents to theforegoing Amendment; (ii) reaffirms its obligations under its respective Continuing Guaranty; (iii) reaffirms its waivers ofeach and everyoneof the defensesto such obligations asset forth in its respective Continuing Guaranty; and (iv)reaffirms that its obligations under its respective Continuing Guaranty are separate and distinctfrom the obligations of any other party under said Amendmentand the other Loan Documents described therein.
FOURTHAMENDMENTTOCREDITAGREEMENT
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