Exhibit 10.1


 


FOURTH
AMENDMENT
TO CREDIT AGREEMENT


 


 


THIS
FOURTH AMENDMENT
TO CREDIT AGREEMENT
(this "Amendment")
is


entered
into as of
August 24, 2015,
by and between
ZAGG INC, a
Nevada corporation


("Borrower"),
and WELLS FARGO
BANK, NATIONAL ASSOCIATION
("Bank").


 


RECITALS


 


WHEREAS,
Borrower is currently
indebted to Bank
(the "Loan") pursuant
to the terms and
conditions of that
certain Credit Agreement between Borrower
and Bank dated as of December 7, 2012, as amended from time to time ("Credit Agreement").


 


WHEREAS,ZAGG
 INTELLECTUAL  PROPERTYHOLDING  CO.,  INC.,
 a Nevada corporation ("Zagg IP"), ZAGG RETAIL, INC., a Nevada corporation
("Retail"), IFROGZ INC., 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,
the Loan is secured  by that  certain  (i) Security Agreement  dated  as
of December 7, 2012
by and between  Borrower and Bank; (ii) General Pledge Agreement dated as of December
7, 2012 by and between Borrower and Bank; (iii) Third Party Security Agreement
dated as of December 7, 2012 by  and
between iFrogz and Bank; (iv) Third Party Security Agreement dated
as of December 7, 2012 by and between Zagg IP and Bank; (v) Third
Party Security Agreement dated as of December 7, 2012 by and between Retail
and Bank; (vi) Third Party Security Agreement dated as of December 7, 2012 by
and between ZAGG LLC and Bank;
and (vii) Third Party General Pledge
Agreement dated as of December 7, 2012
by  and between iFrogz and Bank, each as amended from time
to time (collectively, the "Security Agreements").


 


WHEREAS,
Bank and Borrower
have agreed to
certain changes in
the terms and conditions
set forth in the
Credit Agreement and have
agreed to amend
the Credit Agreement to reflect
said changes.


 


NOW,
THEREFORE, for valuable
consideration, the receipt and sufficiency
of which are hereby
acknowledged, the parties
hereto agree that
the Credit Agreement shall
be amended as follows:


 


1.           Treasury Stock Repurchases.Section 4.9(e) is hereby deleted in its entirety, and the following substituted
therefor:


 


(e)
From January 1, 2015,
Borrower  shall  not  repurchase
treasury stock in an aggregate
amount greater than Fifteen Million
Dollars ($15,000,000) in any calendar year.


 


2.           
Conditions Precedent. This
Amendment shall not become effective
until the following conditions have
been completed and
proof of their
completion has been provided to Bank:


 


(a) 
At or prior to the execution and
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, such other
documents, instruments, resolutions, subordinations, and other agreements as Bank
may require in its sole discretion.


 



3.           
Fees and Expenses.
In consideration of
the changes set
forth herein and as
a condition to
the effectiveness hereof , immediately upon signing this
Amendment Borrower shall pay to Bank (a)
[intentionally omitted]; (b) all reasonable legal
fees and expenses incurred by Bank in connection herewith or with the Loan and the
Loan Documents accrued and unpaid as of the date hereof; and (c) all other reasonable
costs and expenses incurred by Bank in connection with this Amendment.


 


4.             Effect
on Credit Agreement.Except as specifically provided herein, all terms and
conditions of the Credit Agreement remain in full force
and effect, without waiver or modification. All terms defined in the Credit
Agreement shall have the same meaning when used in
this Amendment. This Amendment and the Credit Agreement shall be read together, as
one document.


 


5.           
Representationsand 
Warranties.Borrowerherebyremakesall representations and
warranties contained in
the Credit Agreement
and reaffirms all covenants set forth therein . Borrower further certifies
that as of the date of this Amendment
there exists no Event of Default as defined in the Credit Agreement, nor any condition,
act or event which with the giving of notice or the passage of time or both would constitute any such Event of
Default.


 


[Signature
Page Follows]


 









    	 



    	 



    

 


IN
WITNESS WHEREOF,
the parties hereto
have caused this
Amendment to be executed
as of the day and year first written above.


 





		 	
	 	 	 

        




  


GUARANTORS'
CONSENT AND REAFFIRMATION


 


Each
of the undersigned
guarantors of all
indebtedness of ZAGG
INC, a Nevada corporation,
to WELLS
FARGO BANK, NATIONAL
ASSOCIATION hereby: (i) consents to the
foregoing Amendment; (ii) reaffirms its obligations under its respective Continuing Guaranty; (iii) reaffirms its waivers
of each and every one
of the defenses to such obligations as set
forth in its respective Continuing Guaranty; and (iv) reaffirms that its obligations
under its respective Continuing Guaranty are separate and distinct from the obligations
of any other party under said Amendment and
the other Loan Documents described therein.


 


 





 


 


 


 





FOURTH
AMENDMENT  TO CREDIT
AGREEMENT


Signature
Page


 







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