FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 1
EXECUTION VERSION
FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
RESTATED CREDIT AGREEMENT
FIRST AMENDMENT, dated as of November 9, 2006, to the Second Amended and Restated Credit
Agreement referred to below (this “Amendment”) among DICK’S SPORTING GOODS, INC., a
Delaware corporation (“Borrower”), the lenders party hereto (“Lenders”), and
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for the Lenders (in such
capacity, “Agent”).
W I T N E S S E T H
WHEREAS, Borrower, Lenders and Agent are parties to that certain Second Amended and Restated
Credit Agreement, dated as of July 28, 2004 (as amended, supplemented or otherwise modified from
time to time prior to the date hereof, the “Credit Agreement”); and
WHEREAS, Borrower and Required Lenders have agreed to amend the Credit Agreement to permit the
Golf Acquisition (as defined herein), all in the manner, and on the terms and conditions, provided
for herein;
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. Capitalized terms not otherwise defined herein (including in the
recitals hereto) shall have the meanings ascribed to them in the Credit Agreement as amended hereby
(the “Amended Credit Agreement”).
2. Consent. As of the Amendment Effective Date (as hereinafter defined), Agent and
Required Lenders hereby consent to and acknowledge the formation by Borrower of Golf Subsidiary (as
defined below); provided that, Borrower shall, or shall cause Golf Subsidiary, to promptly comply
with Section 5.16 of the Credit Agreement upon the request of Agent or Required Lenders.
3. Amendments. As of the Amendment Effective Date, Agent and Required Lenders hereby
amend the Credit Agreement as follows:
(a) Amendment to Section 6.2(g) of the Credit Agreement. Section 6.2(g) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(g) at any time after the consummation of the Merger, Investments
(A) by way of the acquisition of Stock or assets in each case constituting
Permitted Acquisitions in an aggregate amount not to exceed
$30,000,000 (including any Indebtedness assumed pursuant to Section
6.3(i)) in any
Fiscal Year, and (B) constituting the Golf Acquisition for an aggregate purchase
price not to exceed $230,000,000 (including any Indebtedness assumed pursuant to
Section 6.3(i)); provided that, in the case of the foregoing clauses (A)
and (B), immediately prior to, and immediately after giving effect to, such
Investment, Excess Availability is greater than $50,000,000, and”
(b) Amendment to Annex A. Annex A to the Credit Agreement is hereby amended
adding the following new definitions in appropriate alphabetical order:
“‘Golf Acquisition’ shall mean the acquisition of Golf Galaxy by means of
a merger of Golf Subsidiary with and into Golf Galaxy, with Golf Galaxy
existing as the surviving corporation; provided that such acquisition
constitutes a Permitted Acquisition.
‘Golf Galaxy’ shall mean Golf Galaxy, Inc., a Minnesota corporation.
‘Golf Subsidiary’ shall mean Yankees Acquisition Corp., a Minnesota
corporation that is wholly-owned by Borrower, which was formed solely for purposes
of completing the Golf Acquisition.”
4. Representations and Warranties. To induce Required Lenders and Agent to enter into
this Amendment, Borrower hereby represents and warrants that:
(a) Each of the execution, delivery and performance by Borrower and each Guarantor of this
Amendment and the performance of the Amended Credit Agreement are (i) within Borrower’s and each
Guarantor’s corporate power and have been duly authorized by all necessary corporate and
shareholder action; (ii) do not contravene any provision of any Loan Party’s charter or bylaws or
equivalent organizational or charter or other constituent documents; (iii) do not violate any law
or regulation, or any order or decree of any court or Governmental Authority; (iv) do not conflict
with or result in the breach or termination of, constitute a default under or accelerate or permit
the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which any Loan Party is a party or by which any Loan Party or any
of its property is bound; (v) do not result in the creation or imposition of any Lien upon any of
the property of any Loan Party other than those in favor of Agent, on behalf of itself and the
Lenders, pursuant to the Loan Documents; and (vi) do not require the consent or approval of any
Governmental Authority or any other Person.
(b) This Amendment has been duly executed and delivered by or on behalf of Borrower and each
Guarantor.
(c) Each of this Amendment and the Amended Credit Agreement constitutes a legal, valid and
binding obligation of Borrower and each Guarantor enforceable against Borrower in accordance with
its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
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laws
affecting creditors’ rights generally and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law).
(d) No Default or Event of Default has occurred and is continuing both before and after giving
effect to this Amendment.
(e) No action, claim or proceeding is now pending or, to the knowledge of any Loan Party
signatory hereto, threatened against such Loan Party, at law, in equity or otherwise, before any
court, board, commission, agency or instrumentality of any federal, state, or local government or
of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which
challenges such Loan Party’s right, power, or competence to enter into this Amendment or, to the
extent applicable, perform any of its obligations under this Amendment, the Amended Credit
Agreement or any other Loan Document, or the validity or enforceability of this Amendment, the
Amended Credit Agreement or any other Loan Document or any action taken under this Amendment, the
Amended Credit Agreement or any other Loan Document or which if determined adversely could have or
result in a Material Adverse Effect. To the knowledge of each Loan Party, there does not exist a
state of facts which is reasonably likely to give rise to such proceedings.
(f) All representations and warranties of the Loan Parties contained in the Credit Agreement
and the other Loan Documents are true and correct as of the date hereof with the same effect as
though such representations and warranties had been made on and as of the date hereof, except to
the extent that any such representation or warranty expressly relates to an earlier date.
5. Remedies. This Amendment shall constitute a Loan Document. The breach by any Loan
Party of any representation, warranty, covenant or agreement in this Amendment shall constitute an
immediate Event of Default hereunder and under the other Loan Documents.
6. No Other Amendments. Except as expressly amended in Sections 2 and 3 hereof, the
Credit Agreement and the other Loan Documents shall be unmodified and shall continue to be in full
force and effect in accordance with their terms. In addition, this Amendment shall not be deemed a
waiver of any term or condition of any Loan Document by the Agent or the Lenders with respect to
any right or remedy which the Agent or the Lenders may now or in the future have under the Loan
Documents, at law or in equity or otherwise or be deemed to prejudice any rights or remedies which
the Agent or the Lenders may now have or may have in the future under or in connection with any
Loan Document or under or in connection with any Default or Event of Default which may now exist or
which may occur after the date hereof. The Credit Agreement and all other Loan Documents are
hereby in all respects ratified and confirmed.
7. Expenses. Borrower hereby reconfirms its obligations pursuant to Section
11.2 of the Credit Agreement to pay and reimburse Agent for all reasonable out-of-pocket
expenses (including, without limitation, reasonable fees of counsel) incurred in
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connection with the negotiation, preparation, execution and delivery of this Amendment and all
other documents and instruments delivered in connection herewith.
8. Effectiveness. This Amendment shall become effective as of November 9, 2006 (the
“Amendment Effective Date”) only upon satisfaction in full in the judgment of the Agent of
each of the following conditions on or prior to such date:
(a) Amendment. Agent shall have received eight (8) original copies of this Amendment
duly executed and delivered by Agent, Required Lenders and Borrower and acknowledged by the other
Loan Parties.
(b) Representations and Warranties. All representations and warranties contained in
this Amendment shall be true and correct on and as of the Amendment Effective Date.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
10. Counterparts. This Amendment may be executed by the parties hereto on any number
of separate counterparts and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the day and year first above written.
BORROWER: | ||||||
DICK’S SPORTING GOODS, INC. | ||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||
Name: | Xxxxxxx X. Xxxxx | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer |
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AGENT: | ||||||
GENERAL ELECTRIC CAPITAL | ||||||
CORPORATION, as Agent | ||||||
By: | /s/ Xxxxxx X. Xxxx | |||||
Name: | Xxxxxx X. Xxxx | |||||
Its: | Duly Authorized Signatory | |||||
LENDERS: | ||||||
GENERAL ELECTRIC CAPITAL | ||||||
CORPORATION | ||||||
By: | /s/ Xxxxxx X. Xxxx | |||||
Name: | Xxxxxx X. Xxxx | |||||
Its: | Duly Authorized Signatory |
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PNC BANK, NATIONAL ASSOCIATION | ||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||
Name: | Xxxxx X. Xxxxxx | |||||
Title: | Vice President | |||||
FLEET RETAIL GROUP, INC. | ||||||
By: | /s/ Xxxxxx Cerusci | |||||
Name: | Xxxxxx Cerusci | |||||
Title: | Vice President | |||||
NATIONAL CITY BUSINESS CREDIT, INC. | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Director | |||||
WACHOVIA BANK, NATIONAL ASSOCIATION | ||||||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
Name: | Xxxxxxx X. Xxxxxxx | |||||
Title: | Director | |||||
CITIZEN’S BANK OF PENNSYLVANIA | ||||||
By: | /s/ Xxx Xxxx | |||||
Name: | Xxx Xxxx | |||||
Title: | Vice President | |||||
XX XXXXXX XXXXX BANK | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Name: | Xxxxx X. Xxxxx | |||||
Title: | Vice President |
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Each of the undersigned Guarantors hereby (i) acknowledges each of the amendments to the Credit
Agreement effected by this Amendment and (ii) confirms and agrees that its obligations under its
Guaranty shall continue without any diminution thereof and shall remain in full force and effect on
and after the effectiveness of this Amendment.
ACKNOWLEDGED, CONSENTED and
AGREED to as of the date first written
above.
AGREED to as of the date first written
above.
AMERICAN SPORTS LICENSING, INC. | ||||
By:
|
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
President | |||
DSG OF VIRGINIA, LLC | ||||
By:
|
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
President | |||
XXXXXX’X TRADING COMPANY, INC. | ||||
By:
|
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
Secretary | |||
XXXXXX’X NEVADA, INC. | ||||
By:
|
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
Secretary | |||
XXXXXX’X OF VIRGINIA, INC. | ||||
By:
|
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
Secretary |
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