97
Section 10.8
Resignation of Administrative Bank
97
Section 10.9
Consents and Certain Actions under, and Modifications of, Loan Documents
97
Section 10.10
Authorization
98
Section 10.11
Defaulting Banks with Respect to Real Estate Loan
98
Section 10.12
Amendments Concerning Agency Functions
102
Section 10.13
Liability of Administrative Bank
102
Section 10.14
Transfer of Agency Function
102
Section 10.15
Sharing of Payments, Etc.
102
Section 10.16
Bankruptcy of a Borrower
103
Section 10.17
Termination
103
Section 10.18
Confidentiality
103
Section 10.19
No Agency
104
viii
EXHIBITS
EXHIBIT A-1
BORROWING NOTICE
EXHIBIT A-2
CONVERSION NOTICE
EXHIBIT A-3
PAYMENT NOTICE
EXHIBIT B-1
[RESERVED]
EXHIBIT B-2
FORM OF DRAW REQUEST CERTIFICATION
EXHIBIT B-3
FORM OF LETTER OF DRAW REQUEST
EXHIBIT B-4
PRELIMINARY COST STATEMENT
EXHIBIT C
BUILDINGS AND IMPROVEMENTS
EXHIBIT D
LEGAL DESCRIPTION
EXHIBIT E
[RESERVED]
EXHIBIT F
FORM OF PROMISSORY NOTES
EXHIBIT G
SWORN CONSTRUCTION COST STATEMENT
EXHIBIT H
PROPOSED AMENDED PLAT
EXHIBIT I
INSURANCE REQUIREMENTS
EXHIBIT J
[RESERVED]
EXHIBIT K
OVERSTOCK COMPLIANCE CERTIFICATE
EXHIBIT L
PROJECT ARCHITECT CERTIFICATE
SCHEDULE 1.1
BANKS AND RESPECTIVE PERCENTAGES
SCHEDULE 1.3
PRINCIPAL PAYMENTS DURING TERM PHASE
SCHEDULE 4.28
OVERSTOCK'S SUBSIDIARIES
SCHEDULE 5.32
OVERSTOCK'S INDEBTEDNESS
ix
LOAN AGREEMENT
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".
Borrowers have requested that the Banks provide to (a) O.Com the Real Estate
Loan (as hereinafter defined) for the purpose of financing certain costs related
to the development and construction of the Improvements (as hereinafter
defined), in accordance with the Budget (as hereinafter defined) with a
subsequent conversion of the Real Estate Loan to a term obligation and
(b) Overstock the Aggregate Revolving Commitment (as hereinafter defined) for
working capital and other general corporate purposes.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Loans (as hereinafter defined) to be made by Banks
pursuant to this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
DEFINITIONS:
For purposes of this Agreement, the following terms shall have the following
respective meanings, unless the context hereof clearly requires otherwise:
"Accessibility Regulation":
Any federal, state or local law, statute, code,
ordinance, rule, regulation or requirement, including, without limitation, under
the United States Americans With Disabilities Act of 1990, as amended (the
"ADA"), relating to accessibility to facilities or properties for disabled,
handicapped and/or physically