FIRST AMENDMENT TO CREDIT AGREEMENT
This Amendment is made as of the 18th day of October, 1996 by and between The
Sportsman's Guide, Inc., a Minnesota corporation (the "Borrower"), and Norwest
Business Credit, Inc., a Minnesota corporation (the "Lender").
Recitals
The Borrower and the Lender have entered into the Credit and Security Agreement
dated as of May 17, 1996, (the "Credit Agreement").
The Lender has agreed to make certain loan advances to the Borrower and to cause
to be issued certain letters of credit for the account of the Borrower pursuant
to the terms and conditions set forth in the Credit Agreement.
The loan advances under the Credit Agreement are evidenced by the Borrower's
revolving note dated as of May 17, 1996, in the maximum principal amount of
$10,000,000 and payable to the order of the Lender (the "Note").
All indebtedness of the Borrower to the Lender is secured pursuant to the terms
of the Credit Agreement and all other Security Documents as defined therein
(collectively, the "Security Documents").
The Borrower has requested that certain amendments be made to the Credit
Agreement, which the Lender is willing to make pursuant to the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, it is agreed as follows:
1. Terms used in this Amendment which are defined in the Credit Agreement
shall have the same meanings as defined therein, unless otherwise defined
herein.
2. The Credit Agreement is hereby amended as follows:
(a) The definition of "Borrowing Base" set forth in Section 1.1 of the
Credit Agreement is hereby amended by deleting clause (b) (ii) thereof in
its entirety and replacing the same with the following:
"(ii) for and during each month (or portion thereof indicated
below) of each calendar year (or portion thereof) during the term
hereof, the lesser of (A) the following percentages of Eligible
Inventory or (B) the following dollar amounts:
CALENDAR YEAR 1996
The lesser of the
During the following percentage Or the following
Period(s) beginning of Eligible Inventory Dollar Amount
-------------------- --------------------- ----------------
January 1, 50% $ 6,000,000
February 1 and
March 1
April 1 50% $ 7,000,000
May 1 60% $10,000,000
June 1 75% $10,000,000
July 1 and 65% $10,000,000
August 1
September 1 60% $10,000,000
October 15 55% $11,500,000
November 15 55% $11,500,000
December 15 50% $ 6,000,000
CALENDAR YEAR 1997 AND THEREAFTER
The lesser of the
During the following percentage Or the following
Period(s) beginning of Eligible Inventory Dollar Amount
------------------- --------------------- ----------------
January 1, 50% $ 6,000,000
February 1 and
March 1
April 1 50% $ 7,000,000
May 1 60% $10,000,000
June 1 75% $10,000,000
July 15 and 65% $10,000,000
August 15
September 15 60% $10,000,000
October 15 55% $10,000,000
November 15 50% $10,000,000
December 15 50% $ 6,000,000
(b) The definition of "Commitment" set forth in Section 1.1 of the
Credit Agreement is hereby amended by deleting the same in its entirety and
replacing the same with the following:
"Commitment" means (i) from October 15, 1996 through December 15,
1996 $11,500,000, and (ii) at all other times $10,000,000, unless
said amount is
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reduced pursuant to Section 2.9(c) hereof, in which event it means
the amount to which said amount is reduced.
(c) Exhibit A to the Credit Agreement is hereby deleted and replaced
with Exhibit A attached hereto.
(d) Section 1.1 of the Credit Agreement is hereby amended by adding to
said Section the following new definitions of "Banc One L/C" and "Banc
One L/C Amount":
"Banc One L/C" has the meaning specified in Section 2.3a hereof.
"Banc One L/C Amount" means the aggregate outstanding face amount of
the Banc One L/C.
(e) The Credit Agreement is hereby amended by adding thereto a new
Section 2.3a, reading as follows:
"2.3a ISSUANCE OF BANC ONE LETTER OF CREDIT. The Lender agrees, on
or before October 31, 1996, and on the terms and subject to the
conditions herein set forth, to cause to be issued by an Issuer a
standby letter of credit for the account of the Borrower in favor of
Banc One Leasing Corporation (the "Banc One L/C") with a face amount
not to exceed the lesser of (a) $400,000 or (b) the Borrowing Base
less the sum of (i) all outstanding and unpaid Advances hereunder,
plus (ii) 50% of the L/C Amount, plus (iii) the Banc One L/C Amount;
provided, however, that in no event shall the sum of the Advances
plus the L/C Amount plus the Banc One L/C Amount at any time exceed
the Commitment. The Banc One L/C shall be issued with an expiry
date no later than May 17, 1998. The Banc One L/C shall be issued
pursuant to a separate L/C Application entered into by the Borrower
and the Lender as co-applicants for the benefit of the Issuer,
completed in a manner satisfactory to the Lender and the Issuer.
The terms and conditions of such L/C Application shall supplement
the terms and conditions hereof, but in the event of inconsistency
between the terms of such L/C Application and the terms hereof, the
terms hereof shall control. The provisions of Sections 2.4, 2.5,
2.6, 2.7, 2.9 hereof shall apply to the Banc One L/C in the same
manner as the same apply to Letters of Credit and, without limiting
the generality of the foregoing, the definition of "Obligation of
Reimbursement" set forth in Section 2.4 (a) hereof shall include the
Borrower's obligation to pay to the Lender a sum equal to all
amounts drawn under the Banc One L/C plus any and all reasonable
charges and expenses that the Issuer or "the Lender may pay or incur
relative to such draw, plus interest on such amounts, charges and
expenses as set forth in Section 2.4 (b)."
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(f) Section 2.9(c) of the Credit Agreement is hereby amended by
inserting the phrase "plus the Banc One L/C Amount" immediately after the
term "L/C Amount" in the fourth line of said Section.
(g) Section 2.10 of the Credit Agreement is hereby amended by inserting
the phrase "plus the Banc One L/C Amount" immediately after the term "L/C
Amount" in the second and fourth lines of said Section.
(h) Section 2.14 of the Credit Agreement is hereby amended by inserting
the phrase "and the Banc One L/C" immediately after the term "Letters of
Credit" in the third and eighth lines of said Section.
(i) Section 2.16 (c) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and replacing the same with the
following:
"(c) The Borrower agrees to pay the Lender a commission with
respect to (i) each Letter of Credit, if any, accruing on a daily
basis and computed at the annual rate of two percent (2%) of the
available amount of such Letter of Credit (as it may be changed from
time to time), and (ii) the Banc One L/C, accruing on a daily basis
and computed at the annual rate of three percent (3%) of the Banc
One L/C Amount, in each case from and including the date of issuance
thereof until such date as such Letter of Credit or the Banc One
L/C, as the case may be, shall terminate by its terms, payable in
arrears, and prorated for any part of a full calendar year in which
such Letter of Credit or the Banc One L/C, as the case may be,
remains outstanding. The foregoing commissions shall be in addition
to any and all fees and charges of any Issuer of a Letter of Credit
and/or the Banc One L/C with respect thereto or in connection
therewith."
(j) Section 2.16 (d) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and replacing the same with the following:
"(d) The Borrower agrees to pay the Lender, on written demand,
the administrative fees charged by the Issuer in connection with the
honoring of drafts under the Banc One L/C and any Letter of Credit,
amendments thereto, transfers thereof and all other activity with
respect to the Banc One L/C and/or the Letters of Credit."
3. Except as explicitly amended by this Amendment, all of the terms and
conditions of the Credit Agreement shall remain in full force and effect and
shall apply to any advance or letter of credit thereunder.
4. The Borrower agrees to pay the Lender as of the date hereof a fully earned,
non-refundable fee in the amount of $5,000 in consideration of the execution by
the Lender of this Amendment.
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5. This Amendment shall be effective upon receipt by the Lender of an executed
original hereof, together with each of the following, each in substance and form
acceptable to the Lender in its sole discretion:
(a) The replacement note substantially in the form of Exhibit A hereto,
duly executed on behalf of the Borrower (the "Replacement Note").
(b) Certificate of the Secretary of the Borrower certifying as to (i)
the resolutions of the board of directors of the Borrower approving the
execution and delivery of this Amendment, (ii) the fact that the Articles
of Incorporation and Bylaws of the Borrower, which were certified and
delivered to the Lender pursuant to the Certificate of the Borrower's
Secretary dated as of May 17, 1996 in connection with the execution and
delivery of the Credit Agreement continue in full force and effect and have
not been amended or otherwise modified except as set forth in the
Certificate to be delivered, and (iii) certifying that the officers and
agents of the Borrower who have been certified to the Lender, pursuant to
the Certificate of the Borrower's Secretary dated as of May 17, 1996, as
being authorized to sign and to act on behalf of the Borrower continue to
be so authorized or setting forth the sample signatures of each of the
officers and agents of the Borrower authorized to execute and deliver this
Amendment and all other documents, agreements and certificates on behalf of
the Borrower.
6. The Borrower hereby represents and warrants to the Lender as follows:
(a) The Borrower has requisite power and authority to execute this
Amendment and the Replacement Note and to perform all of its obligations
hereunder, and this Amendment and the Replacement Note have been duly
executed and delivered by the Borrower and constitute the legal, valid and
binding obligation of the Borrower, enforceable in accordance with their
terms.
(b) The execution, delivery and performance by the Borrower of this
Amendment and the Replacement Note have been duly authorized by all
necessary corporate action and do not (i) require any authorization,
consent or approval by any governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (ii) violate any
provision of any law, rule or regulation or of any order, writ, injunction
or decree presently in effect, having applicability to the Borrower, or the
articles of incorporation or by-laws of the Borrower, or (iii) result in a
breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which the Borrower
is a party or by which it or its properties may be bound or affected.
(c) All of the representations and warranties contained in Article V of
the Credit Agreement are correct on and as of the date hereof as though
made on and as of such
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date, except to the extent that such representations and warranties relate
solely to an earlier date.
7. All references in the Credit Agreement to "this Agreement" shall be deemed
to refer to the Credit Agreement as amended hereby; and any and all references
in the Security Documents to the Credit Agreement shall be deemed to refer to
the Credit Agreement as amended hereby. Upon the satisfaction of each of the
conditions set forth in paragraph 4 hereof, the definition of "Note" and all
references thereto in the Credit Agreement shall be deemed amended to describe
the Replacement Note, which Replacement Note shall be issued by the Borrower to
the Lender in replacement, renewal and amendment, but not in repayment, of the
Note.
8. The execution of this Amendment and acceptance of the Replacement Note and
any documents related hereto shall not be deemed to be a waiver of any Default
or Event of Default under the Credit Agreement or breach, default or event of
default under any Security Document or other document held by the Lender,
whether or not known to the Lender and whether or not existing on the date of
this Amendment.
9. The Borrower hereby absolutely and unconditionally releases and forever
discharges the Lender, and any and all participants, parent corporations,
subsidiary corporations, affiliated corporations, insurers, indemnitors,
successors and assigns thereof, together with all of the present and former
directors, officers, agents and employees of any of the foregoing, from any and
all claims, demands or causes of action of any kind, nature or description,
whether arising in law or equity or upon contract or tort or under any state or
federal law or otherwise, which the Borrower has had, now has or has made claim
to have against any such person for or by reason of any act, omission, matter,
cause or thing whatsoever arising from the beginning of time to and including
the date of this Amendment, whether such claims, demands and causes of action
are matured or unmatured or known or unknown.
10. The Borrower hereby reaffirms its agreement under the Credit Agreement to
pay or reimburse the Lender on demand for all costs and expenses incurred by the
Lender in connection with the Credit Agreement, the Security Documents and all
other documents contemplated thereby, including without limitation all
reasonable fees and disbursements of legal counsel. Without limiting the
generality of the foregoing, the Borrower specifically agrees to pay all fees
and disbursements of counsel to the Lender for the services performed by such
counsel in connection with the preparation of this Amendment and the documents
and instruments incidental hereto. The Borrower hereby agrees that the Lender
may, at any time or from time to time in its sole discretion and without further
authorization by the Borrower, make a loan to the Borrower under the Credit
Agreement, or apply the proceeds of any loan, for the purpose of paying any such
fees, disbursements, costs and expenses.
11. This Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original and all of which
counterparts, taken together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year first above written.
The Sportsman's Guide, Inc.
By: /s/ XXXXXXX XXXXXX
---------------------------------
Its: Secretary
---------------------------
Norwest Business Credit, Inc.
By: /s/ XXXX XXXXXXXXX
---------------------------------
Its: Vice President
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EXHIBIT A
REVOLVING NOTE
$11,500,000.00 Minneapolis, Minnesota
October , 1996
For value received, the undersigned, The Sportsman's Guide, Inc., a Minnesota
corporation (the "Borrower"), hereby promises to pay on May 17, 1998 to the
order of Norwest Business Credit, Inc., a Minnesota corporation (the "Lender"),
at its main office in Minneapolis, Minnesota, or at any other place designated
at any time by the holder hereof, in lawful money of the United States of
America and in immediately available funds, the principal sum of Eleven Million
Five Hundred Thousand and 00/100 Dollars ($11,500,000.00) or, if less, the
aggregate unpaid principal amount of all advances made by the Lender to the
Borrower pursuant to that certain Credit and Security Agreement (the "Credit
Agreement") of even date herewith by and between the Lender and the Borrower,
together with interest on the principal amount hereunder remaining unpaid from
time to time, computed on the basis of the actual number of days elapsed and a
360-day year, from the date hereof until this Note is fully paid at the rate
from time to time in effect under the Credit Agreement. The principal hereof
and interest accruing thereon shall be due and payable as provided in the Credit
Agreement. This Note may be prepaid only in accordance with the Credit
Agreement.
This Note is issued pursuant, and is subject to, the Credit Agreement, which
provides, among other things, for acceleration hereof. This Note is the Note
referred to in the Credit Agreement. This Note is executed, delivered and
accepted not in payment of, but as an amendment and restatement of the Revolving
Note dated May 17, 1996 executed by the Borrower and made payable to the order
of the Lender in the original principal amount of $10,000,000.
This Note is secured, among other things, pursuant to the Credit Agreement and
the Security Documents as therein defined, and may now or hereafter be secured
by one or more other security agreements, mortgages, deeds of trust, assignments
or other instruments or agreements.
The Borrower hereby agrees to pay all costs of collection, including attorneys'
fees and legal expenses in the event this Note is not paid when due, whether or
not legal proceedings are commenced.
Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.
THE SPORTSMAN'S GUIDE, INC.
By:
-------------------------------------
Its:
--------------------------------
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