FOSSIL INC
EXHIBIT 10.1 1ST AMEND TO 4TH AMEND LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.1 1ST AMEND TO 4TH AMEND LOAN AGREEMENT
<TEXT>




                               FIRST AMENDMENT TO

                   FOURTH AMENDED AND RESTATED LOAN AGREEMENT

         THIS FIRST  AMENDMENT  TO FOURTH  AMENDED AND RESTATED  LOAN  AGREEMENT
(this  "Amendment") is made and entered into as of the 27th day of June, 2000 by
and among WELLS  FARGO BANK TEXAS,  NATIONAL  ASSOCICATION,  a national  banking
association  formerly  known as Wells Fargo Bank (Texas),  National  Association
(the  "Bank"),  FOSSIL  PARTNERS,  L.P.  (the  "Borrower"),  FOSSIL,  INC.  (the
"Company"),  FOSSIL  INTERMEDIATE,  INC. ("Fossil  Intermediate"),  FOSSIL TRUST
("Fossil Trust"),  FOSSIL STORES I, INC. ("Fossil I") and FOSSIL STORES II, INC.
("Fossil  II") (the Company,  Fossil  Intermediate,  Fossil Trust,  Fossil I and
Fossil II are sometimes  referred to herein  individually  as a "Guarantor"  and
collectively as the "Guarantors").

                                    RECITALS

         WHEREAS,  the Bank, the Borrower and the Guarantors are parties to that
certain Fourth Amended and Restated Loan Agreement,  dated as of June 28, 1999 (
the "Agreement");

         WHEREAS,  the Bank, the Borrower and the Guarantors desire to amend the
Agreement and the other Loan Documents as herein set forth.

         NOW,  THEREFORE,  in consideration of the premises herein contained and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  the  parties,  intending  to be legally  bound,  agree as
follows:

                                    ARTICLE I

                                   Definitions

         1.01  Capitalized  terms  used in this  Amendment  are  defined  in the
Agreement, as amended hereby, unless otherwise stated.

                                   ARTICLE II

                                   Amendments

         2.01  Amendment  to Section 1.  Effective  as of the date  hereof,  the
second  sentence of Section 1 of the Agreement is hereby amended by deleting the
words "Tenth Amended and Restated Master Revolving Credit Note" and substituting
in lieu thereof the words "Eleventh Amended and Restated Master Revolving Credit
Note".

         2.02 Amendment to Section 16. Effective as of the date hereof,  Section
16 of the Agreement is hereby  amended by deleting the notice  addresses for the
Bank,  the Borrower and the Guarantors in their  entirety and  substituting  the
following in lieu thereof:

                  "if to the Bank:  Wells Fargo Bank Texas,
                                    National Association
                                    4975 Preston Park Boulevard
                                    Suite 280
                                    Plano, Texas 75093
                                    Attention: Juan J. Sanchez

                  with a copy to:   Patton Boggs LLP
                                    2001 Ross Avenue
                                    Suite 3000
                                    Dallas, Texas 75201
                                    Attention: Robert Jeffery Cole

                  if to the Borrower:  Fossil Partners, L.P.
                                       2280 N. Greenville Avenue
                                       Richardson, Texas 75082-4412
                                       Attention: Mike Kovar

                  if to Guarantors: Fossil, Inc.
                                    2280 N. Greenville Avenue
                                    Richardson, Texas 75082-4412

                                    Attention: Mike Kovar

                                    Fossil Intermediate, Inc.
                                    1105 N. Market Street
                                    Suite 1300
                                    P. O. Box 8985
                                    Wilmington, Delaware  19899
                                    Attention:  Corporate Trust
                                                 Administration
<PAGE>

                  with a copy to:   Fossil Intermediate, Inc.
                                    c/o Fossil, Inc.
                                    2280 N. Greenville Avenue
                                    Richardson, Texas 75082-4412
                                    Attention: Mike Kovar

                                    Fossil Trust
                                    1100 N. Market Street
                                    Rodney Square North
                                    Wilmington, Delaware 19890
                                    Attention:  Corporate Trust
                                                 Administration

                  with a copy to:   Fossil Trust
                                    c/o Fossil, Inc.
                                    2280 N. Greenville Avenue
                                    Richardson, Texas 75082-4412

                                    Attention: Mike Kovar

                                    Fossil Stores I, Inc.
                                    2280 N. Greenville Avenue
                                    Richardson, Texas 75082-4412

                                    Attention: Mike Kovar

                  with a copy to:   Fossil Stores I, Inc.
                                    c/o Fossil, Inc.
                                    2280 N. Greenville Avenue
                                    Richardson, Texas 75082-4412

                                    Attention: Mike Kovar

                                    Fossil Stores II, Inc.
                                    2280 N. Greenville Avenue
                                    Richardson, Texas 75082-4412

                                    Attention: Mike Kovar

                  with a copy to:   Fossil Stores II, Inc.
                                    c/o Fossil, Inc.
                                    2280 N. Greenville Avenue
                                    Richardson, Texas 75082-4412

                                    Attention: Mike Kovar"


                                   ARTICLE III

                              Conditions Precedent

         3.01 Conditions to  Effectiveness.  The effectiveness of this Amendment
is subject to the  satisfaction of the following  conditions  precedent,  unless
specifically waived in writing by the Bank:

               (a) The Bank shall have received the following documents, each in
          form and substance satisfactory to the Bank and its counsel:

                         (i) This  Amendment,  duly executed by the Borrower and
                    the Guarantors; and

                         (ii) An Eleventh  Amended and Restated Master Revolving
                    Credit  Note in the  form  of  Exhibit  A to this  Amendment
                    (hereinafter,  the "Revolving  Note"),  duly executed by the
                    Borrower.

               (b) There  shall  have  been no  material  adverse  change in the
          financial condition of the Borrower or any Guarantor;

               (c) There shall be no material adverse litigation, either pending
          or  threatened,  against  the  Borrower  or any  Guarantor  that could
          reasonably  be  expected  to have a  material  adverse  effect  on the
          Borrower or such Guarantor;

               (d) The  representations  and warranties  contained herein and in
          the Agreement and the other Loan Documents, as each is amended hereby,
          shall be true and  correct  as of the date  hereof,  as if made on the
          date hereof;

               (e) No  default or Event of Default  shall have  occurred  and be
          continuing,   unless  such  default  or  Event  of  Default  has  been
          specifically waived in writing by the Bank;

               (f) All  corporate  proceedings  taken  in  connection  with  the
          transactions   contemplated  by  this  Amendment  and  all  documents,
          instruments  and  other  legal  matters   incident  thereto  shall  be
          satisfactory to the Bank and its legal counsel; and

               (g)  The  Bank  shall  have  received  from  the  Company  or the
          Borrower,  as appropriate,  all fees and expenses (if any) required to
          be paid to the Bank pursuant to the Agreement, as amended hereby;

                                   ARTICLE IV

                                    No Waiver

         4.01  Nothing  contained  herein  shall be construed as a waiver by the
Bank of any covenant or provision of the  Agreement,  the other Loan  Documents,
this  Amendment,  or of any other  contract or  instrument  between the Borrower
and/or the  Guarantors  and the Bank, and the failure of the Bank at any time or
times  hereafter  to  require  strict  performance  by the  Borrower  and/or any
Guarantor of any provision thereof shall not waive, affect or diminish any right
of the Bank to thereafter  demand strict compliance  therewith.  The Bank hereby
reserves all rights granted under the Agreement, the other Loan Documents,  this
Amendment and any other contract or instrument  between the Borrower  and/or the
Guarantors and the Bank.

                                    ARTICLE V

                  Ratifications, Representations and Warranties

         5.01 General Ratifications.  The terms and provisions set forth in this
Amendment shall modify and supersede all  inconsistent  terms and provisions set
forth in the Agreement and the other Loan  Documents,  and,  except as expressly
modified and  superseded  by this  Amendment,  the terms and  provisions  of the
Agreement  and the other Loan  Documents  are ratified and  confirmed  and shall
continue in full force and effect.  The parties  hereto agree that the Agreement
and the other Loan  Documents,  as amended  hereby,  shall continue to be legal,
valid, binding and enforceable in accordance with their respective terms.

         5.02  Ratification  of  Guaranties.   Each  of  the  Guarantors  hereby
acknowledges  and consents to all of the terms and  conditions of this Amendment
and the Revolving Note and hereby  ratifies and confirms the Guaranty  Agreement
to which it is a party to or for the benefit of the Bank. Each of the Guarantors
hereby  represents  and  acknowledges  that  it  has no  claims,  counterclaims,
offsets,  credits or defenses to the Loan  Documents or the  performance  of its
obligations  thereunder.   Furthermore,   each  Guarantor  agrees  that  nothing
contained in this  Amendment or the Revolving  Note shall  adversely  affect any
right or remedy of the Bank under the Guaranty Agreement to which such Guarantor
is a party.  Each  Guarantor  hereby  agrees that with  respect to the  Guaranty
Agreement to which it is a party,  all references in such Guaranty  Agreement to
the "Guaranteed Obligations" shall include, without limitation,  the obligations
of Borrower to Bank under the Amendment, amended hereby, and under the Revolving
Note.  Each  Guarantor  hereby  also agrees  that with  respect to the  Guaranty
Agreement to which it is a party,  all references in such Guaranty  Agreement to
(i) "First  Interstate Bank of Texas,  N.A." shall be deemed  references  "Wells
Fargo Bank Texas, National Association" and (ii) the Bank's notice address shall
be amended to read "Wells Fargo Bank Texas, National  Association,  4975 Preston
Park Boulevard,  Suite 280, Plano, Texas 75093". Finally, each of the Guarantors
hereby  represents  and  acknowledges  that the  execution  and delivery of this
Amendment and the other Loan Documents executed in connection  herewith shall in
no way  change  or modify  its  obligations  as a  guarantor,  debtor,  pledgor,
assignor,  obligor and/or grantor under its respective Guaranty Agreement except
as specifically  provided in this Section 5.02 and shall not constitute a waiver
by the Bank of any of the Bank's rights against such Guarantor.

         5.03 Ratification of Security Interests. The Company hereby agrees that
the Stock Pledge Agreement is hereby expressly  amended such that the definition
of "Secured  Obligations"  contained therein includes,  without limitation,  all
indebtedness  and  other  obligations  of  Borrower  now or  hereafter  existing
hereunder the  Agreement,  as amended  hereby,  the Revolving Note and the other
Loan Documents, as amended hereby. Furthermore,  the Company hereby ratifies and
reaffirms  its  obligations  under the Stock  Pledge  Agreement,  as the same is
amended hereby,  and represents and acknowledges that the Stock Pledge Agreement
is not subject to any claims,  counterclaims,  defenses or offsets.  The Company
hereby also agrees that all  references in the Stock Pledge  Agreement to "First
Interstate  Bank of Texas,  N.A." shall be deemed  references  "Wells Fargo Bank
Texas,  National  Association".  Finally,  the  Company  hereby  represents  and
acknowledges  that the  execution  and delivery of this  Amendment and the other
Loan Documents executed in connection  herewith shall in no way change or modify
its obligations as a debtor, pledgor, assignor, obligor and/or grantor under the
Stock Pledge  Agreement  except as  specifically  provided this Section 5.03 and
shall not  constitute a waiver by the Bank of any of the Bank's  rights  against
the Company.

         5.04  Representations  and  Warranties.  The  Borrower  and each of the
Guarantors  hereby jointly and severally  represent and warrant to the Bank that
(a) the  execution,  delivery and  performance of this Amendment and any and all
other Loan Documents executed and/or delivered in connection  herewith have been
duly authorized by all requisite corporate, partnership or trust proceedings, as
appropriate,  and will not  contravene,  or  constitute  a  default  under,  any
provision  of  applicable  law or  regulation  or of the  Agreement  of  Limited
Partnership,   Articles  of  Incorporation,   By-Laws  or  Trust  Agreement,  as
applicable,  of the Borrower or any  Guarantor,  or of any mortgage,  indenture,
contract,  agreement  or other  instrument,  or any  judgment,  order or decree,
binding  upon  the  Borrower  or any  Guarantor;  (b)  the  representations  and
warranties  contained in the Agreement,  as amended  hereby,  and the other Loan
Documents are true and correct on and as of the date hereof and on and as of the
date of  execution  hereof as though  made on and as of each such  date;  (c) no
default or Event of Default under the Agreement, as amended hereby, has occurred
and is continuing, unless such default or Event of Default has been specifically
waived in writing by the Bank;  and (d) the Borrower and the  Guarantors  are in
full compliance with all covenants and agreements contained in the Agreement and
the other Loan Documents, as amended hereby.

                                   ARTICLE VI

                            Miscellaneous Provisions

         6.01 Survival of Representations  and Warranties.  All  representations
and  warranties  made in the Agreement or any other Loan  Documents,  including,
without  limitation,  any document  furnished in connection with this Amendment,
shall survive the  execution  and delivery of this  Amendment and the other Loan
Documents,  and no  investigation  by the Bank or any closing  shall  affect the
representations and warranties or the right of the Bank to rely upon them.

         6.02  Reference to Agreement.  Each of the Agreement and the other Loan
Documents,  and any and all other  agreements,  documents or instruments  now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the  Agreement,  as  amended  hereby,  are  hereby  amended so that any
reference in the Agreement and such other Loan Documents to the Agreement  shall
mean a reference to the Agreement as amended hereby.

         6.03 Expenses of the Bank. As provided in the  Agreement,  the Borrower
agrees to pay on demand all reasonable  costs and expenses  incurred by the Bank
in connection with the preparation, negotiation, and execution of this Amendment
and  the  other  Loan  Documents  executed  pursuant  hereto  and  any  and  all
amendments,   modifications,   and  supplements  thereto,   including,   without
limitation,  the costs and fees of the Bank's legal  counsel,  and all costs and
expenses incurred by the Bank in connection with the enforcement or preservation
of any  rights  under the  Agreement,  as  amended  hereby,  or any  other  Loan
Documents,  including,  without,  limitation,  the costs and fees of the  Bank's
legal counsel.

         6.04  Severability.  Any provision of this Amendment held by a court of
competent  jurisdiction  to be  invalid  or  unenforceable  shall not  impair or
invalidate  the  remainder of this  Amendment  and the effect  thereof  shall be
confined to the provision so held to be invalid or unenforceable.

         6.05  Successors and Assigns.  This Amendment is binding upon and shall
inure to the  benefit of the  Borrower,  the  Guarantors  and the Bank and their
respective successors and assigns.

         6.06  Counterparts.  This  Amendment  may be  executed  in one or  more
counterparts,  each of which when so executed shall be deemed to be an original,
but all of  which  when  taken  together  shall  constitute  one  and  the  same
instrument.

         6.07 Effect of Waiver. No consent or waiver, express or implied, by the
Bank to or for any breach of or deviation  from any covenant or condition by the
Borrower  or any  Guarantor  shall be deemed a consent to or waiver of any other
breach of the same or any other covenant, condition or duty.

         6.08  Headings.  The  headings,  captions,  and  arrangements  used in
this  Amendment  are for  convenience  --------  only and shall not  affect  the
interpretation of this Amendment.

         6.09 Applicable Law. THIS AMENDMENT AND ALL OTHER  AGREEMENTS  EXECUTED
PURSUANT  HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE  PERFORMABLE IN AND
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
TEXAS.

         6.10 Final Agreement. THE AGREEMENT AND THE OTHER LOAN DOCUMENTS,  EACH
AS AMENDED HEREBY,  REPRESENT THE ENTIRE  EXPRESSION OF THE PARTIES WITH RESPECT
TO THE  SUBJECT  MATTER  HEREOF  ON THE DATE THIS  AMENDMENT  IS  EXECUTED.  THE
AGREEMENT  AND  THE  OTHER  LOAN  DOCUMENTS,  AS  AMENDED  HEREBY,  MAY  NOT  BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  NO
MODIFICATION,  RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS
AMENDMENT SHALL BE MADE,  EXCEPT BY A WRITTEN  AGREEMENT SIGNED BY THE BORROWER,
THE GUARANTORS AND THE BANK.

         6.11 AGREEMENT FOR BINDING  ARBITRATION.  The parties agree to be bound
by the terms and provisions of the Bank's current  Arbitration  Program which is
incorporated by reference  herein and is acknowledged as received by the parties
pursuant to which any and all disputes  shall be resolved by  mandatory  binding
arbitration upon the request of any party.

                  [Remainder of page intentionally left blank.]


<PAGE>


         IN WITNESS  WHEREOF,  this Amendment has been executed and is effective
as of the date first above-written.

                                     "BANK"

                                      WELLS FARGO BANK TEXAS,
                                      NATIONAL ASSSOCIATION


                                      By:  /s/ Juan J. Sanchez
                                         -------------------------------------
                                         Juan J. Sanchez,
                                         Assistant Vice President


                                     "BORROWER"

                                      FOSSIL PARTNERS, L.P.

                                      By:  Fossil, Inc., its general partner

                                           By:   /s/ Randy S. Kercho
                                               -------------------------------
                                               Randy S. Kercho
                                               Executive Vice President and
                                               Chief Financial Officer


                                     "GUARANTORS"

                                      FOSSIL, INC.


                                      By:  /s/ Randy S. Kercho
                                         -------------------------------------
                                         Randy S. Kercho
                                         Executive Vice President and
                                         Chief Financial Officer


                                         FOSSIL INTERMEDIATE, INC.


                                         By:   /s/ Randy S. Kercho
                                            ----------------------------------
                                            Randy S. Kercho, Treasurer


                                       FOSSIL TRUST

                                        By:  /s/ Randy S. Kercho
                                            ----------------------------------
                                            Randy S. Kercho, Treasurer


                                       FOSSIL STORES I, INC.


                                        By:  /s/ Randy S. Kercho
                                            ----------------------------------
                                            Randy S. Kercho, Treasurer


                                        FOSSIL STORES II, INC.


                                        By:  /s/ Randy S. Kercho
                                            ----------------------------------
                                            Randy S. Kercho, Treasurer


Exhibit:
-------

A - Revolving Note


<PAGE>


                                                              Exhibit A

                             FORM OF REVOLVING NOTE

                                 (See Attached)

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