Exhibit 10.1


 


SIXTH
AMENDMENT TO CREDIT AGREEMENT


 


THIS
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October
18, 2005, by and between OVERSTOCK.COM, INC., a Delaware corporation (“Borrower”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).


 


RECITALS


 


WHEREAS,
Borrower is currently indebted to Bank pursuant to the terms and conditions of
that certain Credit Agreement between Borrower and Bank dated as of February
13, 2004, as amended from time to time (“Credit Agreement”).


 


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.             Section 1.1 (a) is hereby amended
by deleting “Twenty Million Dollars ($20,000,000.00)” as the maximum principal
amount available under the Line of Credit, and by substituting for said amount “Thirty
Million Dollars ($30,000,000.00).


 


2.             Section 1.3 is hereby deleted
in its entirety, and the following substituted therefor:


 


“SECTION
1.3.              COLLATERAL.


 


As
security for all indebtedness of Borrower to Bank subject hereto, Borrower
hereby grants to Bank security interests of first priority in all Borrower’s
securities account #18558100 maintained with Wells Fargo Institutional Trust.


 


All of the foregoing
shall be evidenced by and subject to the terms of such security agreements,
financing statements, deeds of trust or mortgages, and other documents as Bank
shall reasonably require, all in form and substance satisfactory to Bank.  Borrower shall reimburse Bank immediately
upon demand for all costs and expenses incurred by Bank in connection with any
of the foregoing security, including without limitation, filing and recording
fees and costs of appraisals, audits and title insurance.”


 


3.             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 non-refundable fee of
$5,208.00.


 


4.             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.


 


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5.             Borrower hereby remakes all
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.


 


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


 


	
   

  	
  WELLS FARGO BANK,

  
	
  OVERSTOCK.COM, INC.

  	
  NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Lisbeth Hopper,

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Relationship Manager

  
							



 


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