FIRST AMENDMENT
TO
CREDIT AGREEMENT
Dated as of June 29, 2001
This FIRST AMENDMENT (this "Amendment") is entered into among BIG DOG
HOLDINGS, INC., a Delaware corporation ("Holdings"), BIG DOG USA, INC., a
California corporation ("BDUSA"; and together with Holdings, the "Borrower"),
the several financial institutions party to the Credit Agreement (the
"Lenders"), BANK OF AMERICA, N.A., as letter of credit issuing lender and BANK
OF AMERICA, N.A., as administrative agent for the Lenders ("Agent").
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Lenders and the Agent have entered into that
certain Credit Agreement dated as of July 28, 2000 (the "Credit Agreement";
capitalized terms used and not otherwise defined herein have the meanings
assigned to such terms in the Credit Agreement).
(2) The Borrowers have requested that the Agent and the Lenders make
certain amendments to the Credit Agreement.
(3) The Agent and the Lenders are, on the terms and conditions stated
below, willing to grant the request of the Borrowers.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments to Credit Agreement. Effective as of the date
hereof and subject to the satisfaction of the conditions precedent set forth in
Section 2 hereof, the Credit Agreement is hereby amended as follows:
(1) The minimum Fixed Charge Coverage Ratio for each of the following dates in
clause (b) of Section 7.12 of the Credit Agreement is hereby amended and
restated as follows:
Fiscal Quarters Ending Minimum Fixed
Charged Coverage Ratio
June 30, 2001 1.00:1
September 30, 2001 1.00:1
December 31, 2001 1.10:1
March 31, 2002 and thereafter 1:25:1
(2) The maximum Leverage Ratio for each of the following three dates in
clause (c) of Section 7.12 of the Credit Agreement is hereby amended and
restated as follows:
Fiscal Quarters Ending Maximum Leverage Ratio
---------------------- ----------------------
June 30, 2001 2.80:1.00
September 30, 2001 3.40:1.00
December 31, 2001 0.70:1.00
The maximum Leverage Ratio for March 31, 2002 and thereafter shall
remain unchanged.
SECTION 2. Conditions to Effectiveness. The effectiveness of the amendments in
Section 1 of this Amendment is conditioned upon the occurrence of each of the
following: (a) the Agent has executed this Amendment and has received
counterparts of this Amendment executed by the Borrowers and the Requisite
Lenders; and (b) the Agent has received counterparts of the Consent appended
hereto (the "Consent") executed by Big Dog International, Inc. ("BDI"; and
together with the Borrowers, collectively the "Loan Parties").
SECTION 3. Representations and Warranties. The Loan Parties represent
and warrant as follows:
(a) Authority: Enforceability. Each Loan Party has the requisite corporate power
and authority to execute, deliver and perform this Amendment or the Consent, as
applicable, and to perform its obligations under the Loan Documents as amended
hereby. The execution, delivery and performance by the Borrowers of this
Amendment and by BDI of the Consent and the consummation of the transactions
contemplated hereby, have been duly approved by the Board of Directors of such
Loan Party and no other corporate proceedings on the part of such Loan Party are
necessary to consummate such transactions. Each of this Amendment and the
Consent has been duly executed and delivered by each Loan Party thereto. Each of
this Amendment, the Consent and each Loan Document as amended hereby constitutes
the legal, valid and binding obligation of each Loan Party thereto, enforceable
against such Loan Party in accordance with its terms.
(b) Loan Document Representations and Warranties. The representations and
warranties contained in each Loan Document are true and correct on and as of the
date hereof, before and after giving effect to this Amendment, as though made on
and as of such date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they shall be true and correct
as of such earlier date).
(c) Absence of Default. No Default or Event of Default has occurred and
is continuing, or would result from the effectiveness of this Amendment.
SECTION 4. Reference to and Effect on the Loan Documents. Upon and after the
effectiveness of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
modified and amended hereby.
(a) Except as specifically amended above, the Credit Agreement and all other
Loan Documents are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of any Lender or the Agent
under any of the Loan Documents, nor constitute a waiver of any provision of any
of the Loan Documents.
SECTION 5. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment or the
Consent hereto by telefacsimile shall be effective as delivery of a manually
executed counterpart of this Amendment or such Consent.
SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
BIG DOG USA, INC., a California corporation
By:----------------------------------------
Name:
Title:
BIG DOG HOLDINGS, INC., a Delaware
corporation
By:----------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., as Agent
By:----------------------------------------
Name:
Title:
Lenders:
BANK OF AMERICA, N.A., as a Lender
By:---------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., as Issuing Lender
By:---------------------------------------
Name:
Title:
ISRAEL DISCOUNT BANK, LTD., as a Lender
By:---------------------------------------
Name:
Title:
SANTA BARBARA BANK & TRUST, as a Lender
By:---------------------------------------
Name:
Title:
CONSENT
Dated as of June 29, 2001
The undersigned, as guarantor under the Subsidiary Guaranty (as such
term is defined in the Credit Agreement referred to in the foregoing Amendment)
delivered pursuant to the Credit Agreement, hereby consents and agrees to the
said Amendment and hereby confirms and agrees that the Subsidiary Guaranty is,
and shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects except that, upon the effectiveness of, and on and
after the date of, the said Amendment, each reference in the Subsidiary Guaranty
to the Credit Agreement, "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended by the said Amendment.
BIG DOG INTERNATIONAL, INC., a California
corporation
By:------------------------------------------
Name:
Title: