SPORTSMANS GUIDE INC
FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c64359ex10-1.txt
<DESCRIPTION>FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.1



                FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

     This Fifth Amendment, dated as of August 14, 2001, is made by and between
The Sportsman's Guide, Inc., a Minnesota corporation (the "Borrower"), and Wells
Fargo Bank Minnesota, National Association, f/k/a Norwest Bank Minnesota,
National Association, a national banking association (the "Lender").

                                    Recitals

     The Borrower and the Lender have entered into a Credit and Security
Agreement dated as of December 27, 1999, as amended by a First Amendment to
Credit and Security Agreement dated as of May 12, 2000; a Second Amendment to
Credit Agreement dated as of August 2, 2000; a Third Amendment to Credit
Agreement and Waiver of Defaults dated as of March 7, 2001; and a Fourth
Amendment to Credit and Security Agreement dated as of April 17, 2001 (the
"Credit Agreement"). Capitalized terms used in these recitals have the meanings
given to them in the Credit Agreement unless otherwise specified.

     The Borrower has requested that certain amendments be made to the Credit
Agreement. The Lender is willing to grant the Borrower's request subject 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. Defined Terms. Capitalized terms used in this Amendment which are
defined in the Credit Agreement shall have the same meanings as defined therein,
unless otherwise defined herein. In addition, Section 1.1 of the Credit
Agreement is hereby amended by amending the following definitions:

     "`Borrowing Base' means, at any time, the lesser of:

          (a) the Maximum Line; or

          (b) subject to change from time to time in the Lender's sole
     discretion, the sum of:

               (i) 80% of Eligible Accounts; plus

               (ii) (A) from the Funding Date through August 30, 2001, 48% of
          Eligible Inventory; (B) from August 31, 2001 through September 29,
          2001, 47% of Eligible Inventory; (C) from September 30, 2001 through
          October 30, 2001, 46% of Eligible Inventory; and (D) from October 31,
          2001 and thereafter, 45% of Eligible Inventory; less

               (iii) the Landlord's Disclaimer Reserve."



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          "`Floating Rate' means an annual rate equal to the Prime Rate plus the
     Revolving Margin, which rate shall change when and as the Prime Rate
     changes."

          "`Maximum Line' means $20,000,000, unless said amount is reduced
     pursuant to Section 2.11, in which event it means such lower amount."

     2. Revolving Margin. Section 2.7(a) of the Credit Agreement is hereby
amended in its entirety to read as follows:

          "(a) REVOLVING MARGIN. The Revolving Margin through and including the
     first adjustment occurring as specified below shall be one and one-quarter
     percent (1.25%). The Revolving Margin shall be adjusted each month on the
     basis of the Borrower's year-end Net Income (commencing with the year
     ending December 31, 2001) and minimum Month-End Availability as of the end
     of the previous month, in accordance with the following table:

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------------------------------
               FISCAL YEAR END NET INCOME            MINIMUM MONTH-END AVAILABILITY           REVOLVING MARGIN
         ------------------------------------------------------------------------------------------------------------
         <S>                                       <C>                                        <C>
                   Less than $600,000              Equal to or greater than $2,000,000              1.25%
         ------------------------------------------------------------------------------------------------------------
          Equal to or greater than $600,000 but    Equal to or greater than $2,000,000              .75%
                  less than $1,000,000
         ------------------------------------------------------------------------------------------------------------
           Equal to or greater than $1,000,000     Equal to or greater than $2,000,000              .25%
                but less than $1,500,000
         ------------------------------------------------------------------------------------------------------------
           Equal to or greater than $1,500,000     Equal to or greater than $2,000,000               0%
         ------------------------------------------------------------------------------------------------------------
</TABLE>

          The Lender shall adjust the Revolving Margin upon receipt of the
     Borrower's audited financial statements in accordance with Section 6.1(a),
     commencing with the fiscal year ending December 31, 2001. `Month-End
     Availability' shall mean, on any month-end date, the Borrower's average
     Availability for the month ending on such date as determined by the Lender.
     The adjustment in the Revolving Margin shall be effective as of the first
     day of the month following the date of delivery of the Borrower's audited
     statements. The Lender will adjust the Revolving Margin to the percentage
     in the above chart that coincides with the Borrower's year-end Net Income.
     Notwithstanding the foregoing, no reduction in the Margins will be made if
     a Default Period exists at the time that such reduction would otherwise be
     made."

     3. Amendment Fee. The Borrower shall pay the Lender as of the date hereof a
fully earned, non-refundable fee in the amount of $8,500 in consideration of the
Lender's execution of this Amendment. Such amendment fee includes all fees and
disbursements of counsel to the Lender for the services performed by such
counsel in



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connection with the preparation of this Amendment and the documents and
instruments incidental hereto in satisfaction of the Borrower's obligations
under paragraph 10.

     4. No Other Changes. 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.

     5. Conditions Precedent. This Amendment shall be effective when the Lender
shall have received an executed original hereof, the amendment fee as described
in paragraph 3, and such other matters as the Lender may require.

     6. Representations and Warranties. The Borrower hereby represents and
warrants to the Lender as follows:

          (a) The Borrower has all requisite power and authority to execute this
     Amendment and to perform all of its obligations hereunder, and this
     Amendment has been duly executed and delivered by the Borrower and
     constitutes the legal, valid and binding obligation of the Borrower,
     enforceable in accordance with its terms.

          (b) The execution, delivery and performance by the Borrower of this
     Amendment 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 date, except to the extent that such representations
     and warranties relate solely to an earlier date.

     7. References. 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.

     8. No Waiver. The execution of this Amendment and acceptance of 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.




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     9. Release. 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. Costs and Expenses. 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.

     11. Miscellaneous. 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.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.


WELLS FARGO BANK MINNESOTA,            THE SPORTSMAN'S GUIDE, INC.
 NATIONAL ASSOCIATION


By /s/ Perry T. Larson                 By /s/ Charles B. Lingen
  -----------------------------------    -----------------------------------
  Perry T. Larson                         Charles B. Lingen
  Its Vice President                      Its Chief Financial Officer




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