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TWELFTH AMENDMENT TO
THIRD AMENDED
AND RESTATED
REVOLVING CREDIT
AND
TERM LOAN AGREEMENT
BY AND BETWEEN
GANDER MOUNTAIN, INC.,
as Borrower
AND
BANK ONE, MILWAUKEE, NA
FIRSTAR BANK MILWAUKEE, N.A.
LASALLE NATIONAL BANK,
NBD BANK (formerly known as NBD BANK, N.A.), and
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
as Banks
AND
BANK ONE, MILWAUKEE, NA,
as Agent
June 14, 1996
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FIFTEENTH AMENDMENT TO
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
THIS FIFTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT (this "Fifteenth Amendment") is made as of the 28th day
of June, 1996, by and between BANK ONE, MILWAUKEE, NA, as Bank and agent for
the Banks, FIRSTAR BANK MILWAUKEE, N.A., LASALLE NATIONAL BANK, NBD BANK,
formerly known as NBD BANK, N.A. and ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, as Banks,
and GANDER MOUNTAIN, INC., a Wisconsin corporation, as Borrower.
R E C I T A L S
WHEREAS, pursuant to a Third Amended and Restated Revolving Credit and
Term Loan Agreement dated as of November 22, 1994 and amended by First
Amendment to Third Amended and Restated Revolving Credit and Term Loan
Agreement dated August 18, 1995, Eleventh Amendment to Third Amended and
Restated Revolving Credit and Term Loan Agreement dated May 17, 1996, Twelfth
Amendment to Third Amended and Restated Revolving Credit and Term Loan
Agreement dated June 14, 1996, Letter Agreement dated June 21, 1996 and Letter
Agreement dated June 25, 1996 (collectively, the "Loan Agreement"), the Banks
and Borrower are parties to existing credit facilities; and
WHEREAS, Borrower has represented to Banks that Borrower is seeking a
purchaser for the assets of Borrower and its Subsidiaries in one or more
transactions and the possible contribution of additional capital to Borrower to
facilitate Borrower's continuing in business with Borrower's and its
Subsidiaries' remaining assets; and
WHEREAS, Borrower and its financial advisors have prepared Projections (as
defined hereinafter) and provided copies thereof to the Banks; and
WHEREAS, Borrower has requested that Banks extend the June 28th date in
the Loan Agreement to July 20, 1996 as provided herein to allow Borrower
additional time to seek a purchaser for the assets of Borrower and its
Subsidiaries; and
WHEREAS, Borrower has represented to Banks that it will request advances
under the Loan Agreement only for expenses incurred in the ordinary course of
business unless Borrower first receives the written consent of Agent; and
WHEREAS, Based on the foregoing, and subject to Borrower's compliance with
all of the terms and conditions of the Loan
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Agreement as amended hereby, Banks are willing to grant an extension of
such maturity date of the Revolving Credit Loans as provided herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
agreements set forth herein and in the Loan Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Loan Agreement.
a. Projections. As used herein and in the Loan Agreement, the term
"Projections" shall mean the projections prepared by Borrower and its financial
advisors, a copy of which is attached hereto as Exhibit A. The term
"Projections" shall refer to Exhibit A hereto and shall not mean any updates
prepared by Borrower without the Banks' written consent.
b. Borrowing Base. "Borrowing Base" shall mean that amount equal
to the sum of (a) eighty-five percent (85%) of Eligible Accounts Receivable,
(b) sixty-nine percent (69%) of Eligible Inventory, plus (c) (i) prior to the
sale of Borrower's ▇▇▇▇▇▇ real estate, $5,500,000, and (ii) after such sale,
$0."
c. Revolving Credit Commitment. Section 1.86 of the Loan Agreement
is amended to delete "$31,000,000" therefrom and insert "$32,800,000" in
its place.
d. Revolving Credit Commitment Termination Date. Section 1.87 of the
Loan Agreement is amended to read as follows:
"1.87 Revolving Credit Commitment Termination Date. "Revolving
Credit Commitment Termination Date" shall mean the earlier of (a) the date
of an Automatic Event of Default, (b) the date of an Other Event of
Default not expressly waived in writing by the Banks, or (c) July 20,
1996."
e. Revolving Credit Notes. Section 1.90 of the Loan Agreement is
amended to delete "June 14, 1996" and insert "June 28, 1996" in its place.
2. Waiver. Banks temporarily waive the defaults previously disclosed to
Banks under sections 7.1(i), 7.1(k), 7.1(l), 7.1(n), 7.1(w) and 8.1(m) of the
Loan Agreement for the period from the date hereof until July 20, 1996. The
waiver does not extend
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beyond July 20, 1996, and Banks do not waive any other default or any increase
in the level of noncompliance with sections 7.1(i), 7.1(k), 7.1(l), 7.1(n),
7.1(w) and 8.1(m) of the Loan Agreement, as amended. The Banks reserve the
right to exercise any rights and remedies available to Agent or any Bank prior
to the end of any waiver period if any other default comes to the attention of
Banks or if any information comes to the Banks' attention showing that
Borrower's level of noncompliance with section 7.1(i), 7.1(k), 7.1(l), 7.1(n),
7.1(w) or 8.1(m) of the Loan Agreement is greater than that previously
disclosed to Banks.
3. Limitations on Borrowing. Section 2.2(c)(i) of the Loan Agreement is
amended to delete "$31,000,000" therefrom and insert "$32,800,000" in its
place."
4. Use of Proceeds. Section 2.2(e) of the Loan Agreement is amended in
its entirety to read as follows:
"(e) Use of Proceeds. Borrower shall use proceeds of the Revolving
Credit Facility only in amounts and for purposes reflected in the
Projections, and Borrower shall use such proceeds only for expenses
incurred in the ordinary course of business, and in particular Borrower
shall not use such proceeds for prepaid expenses or expenses in the
category of "Contingency" on the Projections, unless, in the case of any
expenditure for prepaid expenses, expenditure for Contingency or other
expenditure outside of the ordinary course of business, Borrower first
receives the written consent of Agent."
5. Limitations on Letters of Credit. The following is added after
section 2.2(e) of the Loan Agreement:
"(f) Limitations on Letters of Credit. The Banks shall not be
obligated to issue any renewal Letters of Credit or any additional
Letters of Credit not existing on the date hereof on behalf of Borrower
or any Subsidiary."
6. Notes. Section 2.2.2 of the Loan Agreement is amended in its entirety
to read as follows:
"2.2.2 Notes. The Revolving Loans are evidenced by five Revolving
Credit Notes dated June 28, 1996 in the original aggregate principal
amount of $32,800,000 payable to the order of the respective Banks."
7. Conditions to Amendment. This Fifteenth Amendment shall not be
effective until it shall have been fully executed and delivered and all of the
following have been delivered to Banks, executed as appropriate, in form and
substance satisfactory to Banks:
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(a) Revolving Credit Notes;
(b) Reaffirmation of Corporate Guaranty of GRS;
(c) Reaffirmation of Corporate Guaranty of GMO;
(d) Closing Certificates with Corporate Resolutions for Borrower,
GRS and GMO; and
(e) Legal opinion of Borrower's counsel as to the enforceability of
this Fifteenth Amendment and the Reaffirmations of Corporate
Guaranty delivered herewith.
8. Continuation of Agreements. Except as expressly amended and modified
herein, the Loan Agreement shall remain in full force and effect and except as
expressly amended and modified herein, the Notes shall remain in full force and
effect. All of the Collateral Documents, including but not limited to the
Security Agreement, the Mortgage, the Collateral Pledge Agreement and
Assignment of Security Interest, the Amended and Restated General Intangibles
Mortgage, the Subsidiary Guaranties and the Subsidiary Security Documents shall
remain in full force and effect as security for the Obligations, including but
not limited to the Revolving Credit Notes dated June 28, 1996, and all of the
Collateral and Subsidiary Collateral as defined in the Loan Agreement, the real
estate encumbered by the Mortgage, the Subsidiary Notes, and the Stock of GRS
and GMO, shall secure all of the Obligations, including but not limited to the
Revolving Credit Notes dated June 28, 1996.
9. Bank Not Obligated to Continue Financing. Borrower acknowledges that
subject to the terms of the Loan Agreement as amended hereby, Banks have agreed
to allow Borrower until July 20, 1996 to pursue the sale of its and its
Subsidiaries' assets, but in any event, Banks have not agreed and are not
obligated to continue to provide financing to Borrower beyond the Revolving
Credit Commitment Termination Date regardless of Borrower's success, if any, in
pursuing the sale of its and its Subsidiaries' assets.
10. Release of Secured Party. Each of Borrower, GRS and GMO hereby: (a)
acknowledges that its obligations under the documents listed in section 8
hereof exist and are enforceable in accordance with their terms; and (b)
releases and waives any and all existing claims, counterclaims and causes of
action against Banks under the Loan Agreement, under any of the documents
listed in section 8 hereof, or otherwise relating to the Borrower as borrower,
GRS and GMO as subsidiaries of Borrower and guarantors, and Banks as lenders,
and which (i) are known to Borrower, GRS or GMO on the date hereof, or (ii)
exist on the date hereof based upon facts existing and known to Borrower, GRS
or GMO on the date
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hereof.
11. Expenses. Borrower shall pay the reasonable legal fees and expenses
of counsel for Bank One with respect to this Fifteenth Amendment and all
related documentation and, in addition, the reasonable legal fees and expenses,
not exceeding Five Thousand Dollars ($5,000) per Bank, for each of NBD, ▇▇▇▇▇▇,
LaSalle and Firstar.
12. Entire Agreement This Fifteenth Amendment, together with the Loan
Agreement, as amended hereby, constitutes the entire agreement of the
Banks and Borrower pertaining to the subject matter hereof and supersedes all
prior or contemporaneous agreements of the Banks and Borrower, whether oral or
written, other than the Loan Agreement, in connection therewith. This
Fifteenth Amendment may be amended or modified only in writing, executed by all
of the parties. This Fifteenth Amendment shall not constitute, nor shall it be
deemed to constitute:
(a) The commitment or agreement of Banks to extend credit in any
amount in the future, except as provided in this Fifteenth Amendment
or in the Loan Agreement as amended hereby;
(b) an obligation on the part of any Bank to enter into any
future amendment of the Loan Agreement;
(c) except as expressly set forth herein and for the period
provided herein, the waiver of any existing Event of Default or of
any subsequent Event of Default under the Loan Agreement as amended
hereby;
(d) the waiver of any right or remedy available to Banks under the
Loan Agreement or any of the Collateral Documents; or
(e) the commitment, agreement or obligation of any Bank to delay
the exercise of any right or remedy available to a Bank in the
future.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
BANK ONE, MILWAUKEE, NA
By ___________________________
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LASALLE NATIONAL BANK
By ___________________________
FIRSTAR BANK MILWAUKEE, N.A.
By ___________________________
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
By ___________________________
NBD BANK
By ___________________________
GANDER MOUNTAIN, INC.
By ___________________________
The undersigned have read the foregoing and agree to be bound by all of
the terms and conditions contained therein except
that the undersigned shall not be directly obligated on any of the Loans except
as otherwise provided in the Loan Agreement as amended hereby, the Subsidiary
Documents, the Subsidiary Guaranties or any other agreement to which Borrower,
GRS or GMO
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is a party. The undersigned reaffirm their respective guaranties of the
Obligations.
GMO, INC.
By ___________________________
GRS, INC.
By ___________________________
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FIFTEENTH AMENDMENT TO
THIRD AMENDED
AND RESTATED
REVOLVING CREDIT
AND
TERM LOAN AGREEMENT
BY AND BETWEEN
GANDER MOUNTAIN, INC.,
as Borrower
AND
BANK ONE, MILWAUKEE, NA
FIRSTAR BANK MILWAUKEE, N.A.
LASALLE NATIONAL BANK,
NBD BANK (formerly known as NBD BANK, N.A.), and
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
as Banks
AND
BANK ONE, MILWAUKEE, NA,
as Agent
June 28, 1996
