EXHIBIT 4.1
Big
Dog Holdings, Inc. - $3,000,000 Revolving Note - March 1, 2004
REVOLVING PROMISSORY NOTE
VARIABLE RATE OF INTEREST
$3,000,000.00
March 1, 2004
FOR VALUE RECEIVED, the undersigned unconditionally promises to pay on
March 1, 2006, to the order of ISRAEL DISCOUNT
BANK OF NEW YORK
(hereinafter the "Bank"), at the Bank's office at 9401 Wilshire
Blvd.,
Suite 600, Beverly Hills, California 90212, or at any other place
designated in writing by the undersigned hereof, the principal amount of
Three Million Dollar and No Cents (US$3,000,000.00) or, so much thereof as
is advanced (the "Advances") and remains outstanding hereunder on the date
due, together with interest
thereon at the times
and rates
specified
herein. All advances and payments made in
connection with this Note may
be recorded from time to time by the Bank
on the reverse side hereof, on an
attachment hereto or in its general
business records. Each such record of
any advance hereunder shall be presumptive evidence that the advance was
made by the Bank to the undersigned.
The principal sum of each advance made
hereunder,
as the case may
be,
shall bear interest from the date made until paid in
full, at a
fluctuating rate per annum equal to One ( 1.00 %) percent
above the Prime
Rate of the Bank and which shall change when and as the Prime Rate
changes,
calculated on the basis of a 360-day
year and actual number
of days elapsed
(but in no event in excess of the maximum
rate permitted by applicable law).
"Prime Rate" shall mean the rate which the
Bank announces
from time to time
as its prime lending rate, in effect from time to time.
The Prime Rate is
a reference rate and does not necessarily represent the lowest, the best
or a favored rate actually charged to any customer.
Any change in such
rate
of interest shall be effective as of the
opening of business on the date the
change in the prime loan rate of the Bank
occurs, without
prior notice to
the
undersigned. Such interest is to be payable
monthly commencing April 1,
2004, and continuing on the same day of
each month until maturity date.
The Prime Rate of the Bank in effect on the
date of this Note is four percent
(4.00%) per annum. All payments hereunder shall be made
in lawful money of
the United States and in immediately
available funds. Any extension of
time for the payment of the interest or
principal of this Note
resulting from
the due date falling on a Saturday, Sunday
or legal holiday shall be included
in the computation of interest.
Interest from and after maturity (whether
as originally stated
or by
acceleration) shall be at the rate per annum
equal to 5% above the rate
charged hereunder on the date of such maturity or renewal or demand or
if such rate shall not be lawful with
respect to the
undersigned, at
the
highest lawful rate then in effect.
Any interest not paid
when due hereunder
shall be added to the principal amount of this Note and shall bear
interest
from its due date at the applicable
interest rate specified herein.
The undersigned shall give the Bank telephonic or
fax notice of each requested
Advance to be made under this Note by at
least one o'clock p.m., Pacific
Standard Time, on the date of borrowing,
to be followed by
prompt written
confirmation thereof delivered to the Bank,
which notice shall
specify the
date of borrowing and the principal amount
thereof. The Bank shall be
entitled to rely upon any such telephonic notice and the undersigned
hereby agrees to indemnify the Bank against
any claims, liabilities, losses
and expenses ensuing from such
reliance.
This note evidences a revolving line of credit. Subject to the terms and
conditions hereof and the terms and
conditions set forth
in the Bank's
letter dated February 23, 2004, to the
undersigned
(as attached), and any
agreement in writing between the Bank and
the undersigned, the
undersigned may
borrow, repay in whole or in part, and
reborrow on a revolving basis, up to
the maximum amount of this Note.
If any amount payable
