International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of OCTOBER 23, 2014Master Agreement • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
REVOLVING NOTEOVERSTOCK.COM, Inc • October 28th, 2014 • Retail-catalog & mail-order houses
This Revolving Note (this “Note”) is one of the Revolving Notes issued pursuant to, and is entitled to the benefits of, the Loan Agreement dated as of October 24, 2014 (which, as it may be amended or modified and in effect from time to time, is herein called the “Loan Agreement”), among the Borrower, O.Com Land, LLC, a Utah limited liability company, the other parties thereto, including Bank, the other Banks, the LC Issuer and U.S. Bank National Association, as Arranger and Administrative Bank, to which Loan Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Loan Agreement.
CONSTRUCTION NOTEConstruction Note • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses
This Construction Note (this “Note”) shall be payable in monthly installments of accrued interest only, commencing on the first day of the month following the initial Advance on the Real Estate Loan, and on the same day of each month thereafter through the Initial Real Estate Maturity Date, when the remaining unpaid principal balance plus accrued interest shall be due and payable in full. Notwithstanding the foregoing, the Real Estate Loan evidenced by this Note is eligible at the Initial Real Estate Maturity Date for Conversion to the Term Phase pursuant to the terms and conditions set forth in the Loan Agreement, on which conversion the Real Estate Loan shall be evidenced by the Term Notes.
SWING LINE NOTEOVERSTOCK.COM, Inc • October 28th, 2014 • Retail-catalog & mail-order houses
This Note is the Swing Line Note referred to in the Loan Agreement dated the date hereof by and among Borrower, O.Com Land, LLC, a Utah limited liability company, the Banks from time to time party thereto and U.S. Bank National Association, as a Bank and as Administrative Bank for the Banks, as the same may from time to time be amended, modified, extended, renewed or restated (the “Loan Agreement”; all capitalized terms used and not otherwise defined in this Note shall have the respective meanings ascribed to them in the Loan Agreement).
Oct 27, 2014OVERSTOCK.COM, Inc • October 28th, 2014 • Retail-catalog & mail-order houses
SECURITY AGREEMENTSecurity Agreement • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Utah
THIS SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of October 24, 2014, by and among OVERSTOCK.COM, INC., a Delaware corporation (the “Grantor”), and U.S. BANK NATIONAL ASSOCIATION in its capacity as Administrative Bank (the “Administrative Bank”) for the Banks party to the below-defined Loan Agreement (collectively, the “Banks”).
UNLIMITED CONTINUING GUARANTY (Swap Transactions)Unlimited Continuing Guaranty • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Utah
This Unlimited Continuing Guaranty (Swap Transactions) (this “Guaranty”) is made and entered into as of this 22nd day of October, 2014, by OVERSTOCK.COM, INC., (the “Guarantor”), to and for the benefit of U.S. BANK NATIONAL ASSOCIATION (the “Bank”).
LEASE AGREEMENTLease Agreement • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of October 24, 2014, by and between O.COM LAND, LLC (“O.com”), a Utah limited liability company, and OVERSTOCK.COM, INC., a Delaware corporation (“OVERSTOCK”).
When recorded, mail to:OVERSTOCK.COM, Inc • October 28th, 2014 • Retail-catalog & mail-order houses • Utah
LOAN AGREEMENT by and between O.COM LAND, LLC, a Utah limited liability company and OVERSTOCK.COM, INC., a Delaware corporation as Borrowers and U.S. BANK NATIONAL ASSOCIATION, a national banking association as Administrative Bank and Lead Arranger...Loan Agreement • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Utah
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into this 24th day of October, 2014, by and between O.COM LAND, LLC, a Utah limited liability company (“O.Com”), and OVERSTOCK.COM, INC., a Delaware corporation (“Overstock” with O.Com and Overstock referred to individually as a “Borrower” and collectively as “Borrowers”); U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as administrative bank and lead arranger; U.S. Bank in its capacity as a bank; and the other lenders from time to time party hereto as a bank, together with any other lender that acquires an interest in the Loans, as defined below, will be sometimes referred to individually as a “Bank” and collectively referred to as the “Banks”.
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is made as of October 24, 2014 by O.Com Land, LLC, a Utah limited liability company (“Borrower”), and Overstock.Com, Inc., a Delaware corporation (“Guarantor”, with Guarantor and Borrower each referred to as “Indemnitor”), in favor of U.S. Bank National Association, a national banking association (“U.S. Bank”), as Administrative Bank and in its capacity as a Bank, and in favor of the other Banks from time to time party to the Loan Agreement (defined below) (U.S. Bank and all other Banks that acquire an interest in the Loan (defined below), and each of their respective officers, directors, employees, agents and representatives are collectively referred to herein as an “Indemnified Person”).
REPAYMENT AND COMPLETION GUARANTYRepayment and Completion Guaranty • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses
THIS REPAYMENT AND COMPLETION GUARANTY AGREEMENT (this “Guaranty”) is made and entered into as of October 24, 2014, by OVERSTOCK.COM, INC., a Delaware corporation (referred to herein as “Guarantor”), whose address is set forth on the signature page, in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), whose address is 170 South Main Street, 6th Floor, Salt Lake City, Utah 84101, as Administrative Bank and in its capacity as a Bank, and in favor of the other Banks from time to time party to the Loan Agreement dated as of the date hereof by and among O.com Land, LLC, a Utah limited liability company (“Borrower”), Guarantor, Administrative Bank, and the Banks from time party thereto (the “Loan Agreement”). Capitalized terms used without definition herein shall have the meanings set forth in the Loan Agreement.
ASSIGNMENT OF PROJECT MANAGEMENT AGREEMENTAssignment of Project Management Agreement • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Utah
THIS ASSIGNMENT OF PROJECT MANAGEMENT AGREEMENT (this “Assignment”) is made as of October 24, 2014, by O.COM LAND, LLC, a Utah limited liability company (“Borrower”), to U.S. BANK NATIONAL ASSOCIATION, as Administrative Bank (the “Administrative Bank”) for the Banks that are parties to that certain Loan Agreement dated on or about the date hereof (the “Loan Agreement”) among Borrower, Overstock.com, Inc., Administrative Bank and the Banks, and is acknowledged and consented to by GARDNER CMS, L.C., a Utah limited liability company, as project manager (“Manager”).
TERM NOTEOVERSTOCK.COM, Inc • October 28th, 2014 • Retail-catalog & mail-order houses
This Term Note (this “Note”) represents the repayment obligation of Borrower with respect to the Real Estate Loan following the Conversion of the Real Estate Loan from the Construction Phase to the Term Phase, and, upon such event shall replace the Construction Note executed in favor of the Bank.
