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EXHIBIT 10
Execution
Copy
FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED
CREDIT AGREEMENT
This
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this “ Amendment ”), made and
entered into as of August 15, 2007, is among Cabela’s
Incorporated, a Delaware corporation, Cabela’s Retail,
Inc., a Nebraska corporation, Van Dyke Supply Company, Inc., a
South Dakota corporation, Cabela’s Ventures, Inc., a
Nebraska corporation, Cabela’s Outdoor Adventures, Inc.,
a Nebraska corporation, Cabela’s Catalog, Inc., a
Nebraska corporation, Cabela’s Wholesale, Inc., a
Nebraska corporation, Cabela’s Marketing and Brand
Management, Inc., a Nebraska corporation, Cabelas.com, Inc., a
Nebraska corporation, Wild Wings, LLC, a Minnesota limited
liability company, Cabela’s Lodging, LLC, a Nebraska
limited liability company, Cabela’s Retail LA, LLC, a
Nebraska limited liability company, Cabela’s Trophy
Properties, LLC, a Nebraska limited liability company,
Original Creations, LLC, a Minnesota limited liability
company, Cabela’s Retail TX, L.P., a Nebraska limited
partnership, Cabela’s Retail GP, LLC, a Nebraska limited
liability company, CRLP, LLC, a Nebraska limited liability
company, Legacy Trading Company, a South Dakota corporation,
Cabela’s Retail MO, LLC, a Nebraska limited liability
company and Cabela’s Retail IL, Inc., an Illinois
corporation (individually, a “ Borrower ”
and, collectively, the “ Borrowers ”), the
banks which are signatories to the Credit Agreement (as
defined below) (individually, a “ Bank ”
and, collectively, the “ Banks ”), and U.S.
Bank National Association, one of the Banks, as agent for the
Banks (in such capacity, the “ Agent
”).
RECITALS
1. The
Borrowers, the Banks and the Agent entered into a Second
Amended and Restated Credit Agreement dated as of July 15,
2005 (the “ Credit Agreement ”);
and
2. The
Borrower desires to amend certain provisions of the Credit
Agreement, and the Banks have agreed to make such amendments,
subject to the terms and conditions set forth in this
Amendment.
AGREEMENT
NOW,
THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties
hereto hereby covenant and agree to be bound as
follows:
CAPITALIZED TERMS . CAPITALIZED TERMS USED HEREIN
AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED
TO THEM IN THE CREDIT AGREEMENT, UNLESS THE CONTEXT SHALL OTHERWISE
REQUIRE.
AMENDMENTS . THE CREDIT AGREEMENT IS HEREBY AMENDED
AS FOLLOWS:
Definitions . The definitions of “
Eurodollar Rate ”, “ Revolving Commitment
Ending Date ” and “ Total Letter of Credit
Commitment Amount ” contained in Section 1.1 of the
Credit Agreement are amended to read in their entireties as
follows:
“
Eurodollar Rate ”: With respect to
each Interest Period applicable to a Eurodollar Rate Advance,
the average offered rate for deposits in United States dollars
(rounded upward, if necessary, to the nearest 1/16 of 1%) for
delivery of such deposits on the first day of such Interest
Period, for the number of days in such Interest Period, which
appears on Reuters Screen LIBOR01 or any successor thereto as
of 11:00 AM, London time (or such other time as of which such
rate appears) two Eurodollar Business Days prior to the first
day of such Interest Period, or the rate for such deposits
determined by the Administrative Agent at such time based on
such other published service of general application as shall
be selected by the Administrative Agent for such purpose;
provided, that in lieu of determining the rate in the
foregoing manner, the Administrative Agent may determine the
rate based on rates at which United States dollar deposits are
offered to the Administrative Agent in the interbank
Eurodollar market at such time for delivery in Immediately
Available Funds on the first day of such Interest Period in an
amount approximately equal to the Advance by the
Administrative Agent to which such Interest Period is to apply
(rounded upward, if necessary, to the nearest 1/16 of
1%).
“
Revolving Commitment Ending Date
”: June 30, 2012.
“
Total Letter of Credit Commitment Amount
”: Two Hundred Million and No/100 Dollars
($200,000,000) in the aggregate, inclusive of any Unpaid
Drawings.
Terms of Letters of Credit . Section 2.11 of the
Credit Agreement is amended by amending the second sentence thereof
to read in its entirety as follows:
All
Letters of Credit must expire not later than one year from the
date of issuance (subject to renewal), provided that at any
time, the Borrowers may have outstanding Letters of Credit
expiring not later than 30 days prior to the Revolving
Commitment Ending Date with the aggregate maximum amount
available to be drawn on such Letters of Credit not exceeding
$25,000,000.
Financial Statements . Section 5.1(b) of the Credit
Agreement is amended to read in its entirety as
follows:
(b) As
soon as available and in any event within 45 days after the
end of the first three quarters of each fiscal year, unaudited
consolidated statements of income and cash flow for the
Borrowers for such quarter and for the period from the
beginning of such fiscal year to the end of such quarter, and
a consolidated balance sheet of the Borrowers as at the end of
such quarter, setting forth in comparative form figures for
the corresponding period for the preceding fiscal year,
accompanied by a certificate signed by the chief financial
officer of the Borrowers’ Agent stating that such
financial statements present fairly the financial condition of
the Borrowers and that the same have been prepared in
accordance with GAAP (except for the absence of footnotes and
subject to year-end audit adjustments as to the interim
statements).
Disposition of Assets . Section 6.2(e) of the Credit
Agreement is amended to read in its entirety as
follows:
(e) other
dispositions of property during the term of this Agreement
whose net book value in the aggregate does not exceed 10% of
the Borrowers’ total assets as shown on its balance
sheet for immediately prior fiscal year;
Subsidiaries . Section 6.5 of the Credit Agreement
is amended to read in its entirety as follows:
Section
6.5
Subsidiaries . Except as permitted in
Sections 6.1 and 6.2, no Borrower will, nor will permit any
Subsidiary to, do any of the following: (a) form or
enter into any partnership or joint venture where such
Borrower or such Subsidiary shall have unlimited liability for
the liabilities of the partnership or joint venture; (b) take
any action, or permit any Subsidiary to take any action, which
would result in a decrease in any Borrower’s or any
Subsidiary’s ownership interest in any Subsidiary; or
(c) form or acquire any Person that would thereby become a
Subsidiary unless, immediately upon the closing of such
formation or acquisition, such Person shall enter into
documents requested by the Administrative Agent to provide
that such Person shall be obligated to repay the Loans and
other amounts payable under the Loan Documents and otherwise
be bound by the terms and conditions of the Loan Documents;
provided, however, that any such Person shall not be required
to comply with Section 6.5(c) if at the closing of such
formation or acquisition the assets of such Person, together
with the assets of each other Subsidiary (excluding WFB) that
is not a Borrower, have a value of less than five percent (5%)
of the consolidated total assets of the Borrowers as shown on
the most recent balance sheet provided pursuant to Section
5.1(a). If at any time after the Closing Date the
value of the assets of any Subsidiary (excluding WFB) that is
not a Borrower, together with the value of the assets of each
other Subsidiary that is not a Borrower, equals or exceeds
five percent (5%) of the consolidated total assets of the
Borrowers as shown on the most recent balance sheet provided
pursuant to Section 5.1(a), such Subsidiary shall promptly
enter into documents requested by the Administrative Agent to
provide that such Subsidiary is obligated to repay the Loans
and other amounts payable under the Loan Documents and
otherwise be bound by the terms and conditions of the Loan
Documents.
Negative Pledges . Section 6.6 of the Credit
Agreement is amended by deleting the last sentence thereof it is
entirety.
Liens . Section 6.13 of the Credit Agreement is
amended by amending subsection (k) thereof to read in its entirety
as follows:
(k) Liens
securing floor plan financing for boats and all terrain
vehicles in an aggregate amount not to exceed $50,000,000 at
any time.
Sale and Leaseback Transactions . Section 6.19 of
the Credit Agreement is amended to read in its entirety as
follows:
Section
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