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TWELFTH AMENDMENT TO
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
THIS TWELFTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND
TERM LOAN AGREEMENT (this "Twelfth Amendment") is made as of the 14th 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 XXXXXX 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 and Eleventh Amendment (the "Eleventh
Amendment") to Third Amended and Restated Revolving Credit and Term Loan
Agreement dated May 17, 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; 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 14th date in
the Loan Agreement to June 21, 1996 as provided herein to allow Borrower
additional time to seek a purchaser for the assets of Borrower and its
Subsidiaries; and
WHEREAS, Based on the foregoing, and subject to Borrower's compliance with
all of the terms and conditions of the Loan 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:
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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. Revolving Credit Commitment. Section 1.86 of the Loan Agreement is
amended to delete "$36,500,000" therefrom and insert "$31,000,000" in its
place.
c. Revolving Credit Commitment Termination Date. Section 1.87 of the
Loan Agreement is amended to delete "June 14, 1996" therefrom and insert "June
21, 1996" in its place
d. Revolving Credit Notes. Section 1.90 of the Loan Agreement is amended
to delete "May 17, 1996" and insert "June 14, 1996" in its place.
2. Limitations on Borrowing. Section 2.2(c)(i) of the Loan Agreement is
amended to delete "$36,500,000" therefrom and insert "$31,000,000" in its
place."
3. 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 14, 1996 in the original aggregate principal
amount of $31,000,000 payable to the order of the respective Banks."
4. Conditions to Amendment. This Twelfth 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:
(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 Twelfth Amendment and the Reaffirmations of Corporate Guaranty
delivered
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herewith.
5. 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 14, 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 14, 1996.
6. 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 June 28, 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.
7. Release of Secured Party. Each of Borrower, GRS and GMO hereby: (a)
acknowledges that its obligations under the documents listed in section 5
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 5 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 hereof.
8. Expenses. Borrower shall pay the reasonable legal fees and expenses
of counsel for Bank One with respect to this Twelfth 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, Xxxxxx,
LaSalle and Firstar.
9. Entire Agreement This Twelfth Amendment, together with the Loan
Agreement, as amended hereby, constitutes the entire agreement of the Banks and
Borrower pertaining to the subject
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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 Twelfth Amendment
may be amended or modified only in writing, executed by all of the parties.
This Twelfth 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 Twelfth 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 ___________________________
LASALLE NATIONAL BANK
By ___________________________
FIRSTAR BANK MILWAUKEE, N.A.
By ___________________________
XXXXXX TRUST AND SAVINGS BANK
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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 is a party.
The undersigned reaffirm their respective guaranties of the Obligations.
GMO, INC.
By ___________________________
GRS, INC.
By ___________________________
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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
XXXXXX TRUST AND SAVINGS BANK
as Banks
AND
BANK ONE, MILWAUKEE, NA,
as Agent
June 14, 1996
