Gander Mountain Co Sample Contracts

Gander Mountain Co – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GANDER MOUNTAIN COMPANY (Conformed copy as of January 14, 2010) (January 15th, 2010)
Gander Mountain Co – News Release Gander Mountain Company Announces Plans to Voluntarily Delist Common Stock From the Nasdaq Global Market (January 15th, 2010)

A special committee of the company’s board of directors, comprised of independent directors, has recommended, and the board of directors has approved, plans to cease the registration of its common stock with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The company expects that, as a result of this deregistration, its shares of common stock will cease to be listed on the Nasdaq Global Market.

Gander Mountain Co – FUNDING AND INDEMNIFICATION AGREEMENT (September 29th, 2009)

THIS FUNDING AND INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of September 27, 2009, between Gander Mountain Company, a Minnesota corporation (the “Company”), and Holiday Stationstores, Inc. (the “Principal Shareholder”).

Gander Mountain Co – FUNDING AND INDEMNIFICATION AGREEMENT (September 29th, 2009)

THIS FUNDING AND INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of September 27, 2009, between Gander Mountain Company, a Minnesota corporation (the “Company”), and Gratco LLC (the “Principal Shareholder”).

Gander Mountain Co – EMPLOYMENT AGREEMENT (Michael Owens) (January 13th, 2009)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 9, 2009 (the “Effective Date”) by and between Gander Mountain Company, a Minnesota corporation (the “Company”), and Michael Owens, a resident of Missouri (“Executive”).

Gander Mountain Co – TERM LOAN AGREEMENT (June 17th, 2008)

This Term Loan Agreement (this “Agreement”), dated as of June 9, 2008 is made by and among Gander Mountain Company, a Minnesota corporation (the “Company”), and the lenders named on the signature pages hereto (the “Lenders”).

Gander Mountain Co – Contract (June 17th, 2008)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES (COLLECTIVELY, THE “ACTS”). THE PROMISSORY NOTE MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF THE FOLLOWING: (1) AN EFFECTIVE REGISTRATION STATEMENT FOR THE PROMISSORY NOTE UNDER THE ACTS COVERING THE TRANSACTION, (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (3) THE COMPANY OTHERWISE SATISFIES ITSELF THAT REGISTRATION IS NOT REQUIRED UNDER THE ACTS.

Gander Mountain Co – FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (December 7th, 2007)

THIS AGREEMENT is made among (a) Bank of America, N.A., a national banking association with offices at 100 Federal Street, Boston, Massachusetts 02110, as agent (in such capacity, herein the “Agent”) for the ratable benefit of the lenders from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); (b) the Lenders; (c) Gander Mountain Company (“Gander”), a Minnesota corporation with its principal executive offices at 180 East Fifth Street, Suite 1300, St. Paul, Minnesota 55101; (d) Overton’s Holding Company (“Holdings”), a Delaware corporation having its principal executive office at 180 East Fifth Street, Suite 1300, St. Paul, Minnesota 55101; (e) Overton’s Acquisition Corp. (“OAC”), a Delaware corporation having its principal executive office at 111 Red Banks Road, Greenville, North Carolina 27835; (f) Overton’s, Inc. (“Overton”), a North Carolina corporation with its principal executive offices at 111 Red Banks Road, Greenville, North Carolina 27835; (g

Gander Mountain Co – STOCK PURCHASE AGREEMENT (HOLIDAY STATIONSTORES, INC.) (December 7th, 2007)

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 6, 2007, is made by and among Gander Mountain Company, a Minnesota corporation (the “Company”), and the investors named on the signature pages hereto (the “Investors”).

Gander Mountain Co – STOCK PURCHASE AGREEMENT (GRATCO LLC) (December 7th, 2007)

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 6, 2007, is made by and among Gander Mountain Company, a Minnesota corporation (the “Company”), and the investors named on the signature pages hereto (the “Investors”).

Gander Mountain Co – SECURITIES PURCHASE AGREEMENT (December 7th, 2007)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 6, 2007, among Gander Mountain Company, a Minnesota corporation (“Buyer”), each of the Persons identified on Schedule 4.04 (each, a “Seller,” and collectively, “Sellers”), Overton’s Holding Company, a Delaware corporation (the “Company”), and Lincap V Management Company, an Ohio corporation (“Sellers’ Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE IX.

Gander Mountain Co – THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (August 21st, 2007)

THIS AGREEMENT is made among (a) Bank of America, N.A., a national banking association with offices at 100 Federal Street, Boston, Massachusetts 02110, as agent (in such capacity, herein the “Agent”) for the ratable benefit of the lenders from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); (b) the Lenders; and (c) Gander Mountain Company (the “Borrower”), a Minnesota corporation with its principal executive offices at 180 East Fifth Street, Suite 1300, St. Paul, Minnesota 55101, in consideration of the mutual covenants contained herein and benefits to be derived herefrom:

Gander Mountain Co – AMENDMENT TO EMPLOYMENT AGREEMENT ([Name of Executive]) (July 13th, 2007)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into effective July 9, 2007 by and between Gander Mountain Company, a Minnesota corporation (the “Company”), and [ ] (“Executive”).

Gander Mountain Co – Re: Second Amendment to Employment Agreement (July 13th, 2007)

This letter sets forth our agreement to modify the terms of your current employment agreement (the “Employment Agreement”), entered into March 1, 2006 and amended January 24, 2007, between yourself (“Executive”) and Gander Mountain Company (the “Company”).

Gander Mountain Co – AMENDMENT AGREEMENT NO. 2 to that certain SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (March 5th, 2007)

This AMENDMENT AGREEMENT NO. 2 (this “Amendment”), dated as of February 27, 2007, is among GANDER MOUNTAIN COMPANY, a Minnesota corporation (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions from time to time party to the Loan Agreement (as hereinafter defined) (collectively, the “Lenders”), and BANK OF AMERICA, N.A. as agent (the “Agent”) for itself and the other Lenders.

Gander Mountain Co – AMENDMENT TO EMPLOYMENT AGREEMENT (Dennis M. Lindahl) (January 24th, 2007)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into effective January 24, 2007 by and between Gander Mountain Company, a Minnesota corporation (the “Company”), and Dennis M. Lindahl, a resident of Minnesota (“Executive”).

Gander Mountain Co – STOCK PURCHASE AGREEMENT (December 13th, 2006)

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 11, 2006, is made by and among Gander Mountain Company, a Minnesota corporation (the “Company”), and the investors named on the signature pages hereto (the “Investors”).

Gander Mountain Co – AMENDMENT AGREEMENT NO. 1 to that certain SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (May 31st, 2006)

This AMENDMENT AGREEMENT NO. 1 (this “Amendment”), dated as of May 25, 2006, is among GANDER MOUNTAIN COMPANY, a Minnesota corporation (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions from time to time party to the Loan Agreement (as hereinafter defined) (collectively, the “Lenders”), and BANK OF AMERICA, N.A. as agent (the “Agent”) for itself and the other Lenders.

Gander Mountain Co – SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (March 8th, 2006)

THIS AGREEMENT is made among (a) Bank of America, N.A. (in such capacity, herein the “Agent”), a national banking association with offices at 40 Broad Street, Boston, Massachusetts 02109, as agent for the ratable benefit of the “Lenders”, who are, at present, those financial institutions identified on the signature pages of this Agreement and who in the future are those Persons (if any) who become “Lenders” in accordance with the provisions of Section 2.22, below; (b) The Lenders; and (c) Gander Mountain Company (the “Borrower”), a Minnesota corporation with its principal executive offices at 180 East 5th Street 13th Floor, St. Paul, Minnesota 55101, in consideration of the mutual covenants contained herein and benefits to be derived herefrom:

Gander Mountain Co – EMPLOYMENT AGREEMENT ([Name of Executive]) (March 7th, 2006)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of , (the “Effective Date”) by and between Gander Mountain Company, a Minnesota corporation (the “Company”), and , a resident of Minnesota (“Executive”).

Gander Mountain Co – EMPLOYMENT AGREEMENT ([Name of Executive]) (March 7th, 2006)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of , (the “Effective Date”) by and between Gander Mountain Company, a Minnesota corporation (the “Company”), and , a resident of Minnesota (“Executive”).

Gander Mountain Co – EMPLOYMENT AGREEMENT (Mark R. Baker) (March 7th, 2006)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 1, 2006 (the “Effective Date”) by and between Gander Mountain Company, a Minnesota corporation (the “Company”), and Mark R. Baker, a resident of Minnesota (“Executive”).

Gander Mountain Co – AMENDMENT AGREEMENT NO. 1 to that certain AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (November 16th, 2005)

This AMENDMENT AGREEMENT NO. 1 (this “Amendment”), dated as of November 14, 2005, is among GANDER MOUNTAIN COMPANY (the “Borrower”), FLEET RETAIL GROUP, LLC (f/k/a Fleet Retail Group, Inc.) and the other lending institutions from time to time party to the Loan Agreement (as hereinafter defined) (collectively, the “Revolving Credit Lenders”), and FLEET RETAIL GROUP, LLC (f/k/a Fleet Retail Group, Inc.) as agent (the “Agent”) for itself and the other Revolving Credit Lenders.

Gander Mountain Co – FLOATING RATE CONVERTIBLE SUBORDINATED NOTE Due: August 15, 2010 (August 17th, 2005)

For value received, the undersigned, Gander Mountain Company, a Minnesota corporation (the “Company”), hereby promises to pay to the order of DAVID C. PRATT IRREVOCABLE GRANTOR RETAINED ANNUITY TRUST, DATED 12/1/92 (the “Original Noteholder”), at its principal office in the City of Saint Paul, Minnesota, the principal sum of $20,000,000 in lawful money of the United States on August 15, 2010 (the “Maturity Date”), together with interest on the unpaid principal amount thereof, as more fully provided below.

Gander Mountain Co – NOTE PURCHASE AGREEMENT (August 17th, 2005)

This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 16, 2005 is made by and among Gander Mountain Company, a Minnesota corporation (the “Company”), and the investors named on the signature pages hereto (the “Investors”).

Gander Mountain Co – AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENT (Holiday Companies / Gander Mountain Company) (March 18th, 2005)

This AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENT (this “Amendment No. 1”) is entered into as of March 17, 2005 by and between HOLIDAY COMPANIES, a Minnesota corporation (“Holiday”), and GANDER MOUNTAIN COMPANY, a Minnesota corporation (“Gander Mountain”).

Gander Mountain Co – Gander Mountain Company Announces Lease Related Accounting Adjustments (March 9th, 2005)

MINNEAPOLIS, March 9, 2005 — Gander Mountain Company (Nasdaq: GMTN) today stated that, as a result of a clarification issued by the SEC on February 7th affecting many retail companies, it will restate previously issued financial statements to adjust its method of accounting for leases. The company expects the cumulative effect of the prior period restatements will be approximately $8 million on a pre-tax basis, including approximately $1.7 million related to fiscal 2004. Substantially all of the fiscal 2004 impact relates to pre-opening construction and initial set-up activities and accordingly, will be charged to pre-opening expense. The restatements will have no impact on the company’s historical or future sales or cash flow. The review is in process and includes consultations with the company’s independent auditors and the audit committee.

Gander Mountain Co – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (March 1st, 2005)

THIS AGREEMENT is made among Fleet Retail Group, Inc. (in such capacity, herein the “Agent”), a Delaware corporation with offices at 40 Broad Street, Boston, Massachusetts 02109, as agent for the ratable benefit of the “Revolving Credit Lenders”, who are, at present, those financial institutions identified on the signature pages of this Agreement and who in the future are those Persons (if any) who become “Revolving Credit Lenders” in accordance with the provisions of Section 2.22, below; The Revolving Credit Lenders; and Gander Mountain Company (the “Borrower”), a Minnesota corporation with its principal executive offices at 4567 American Boulevard West, Bloomington, Minnesota 55437, in consideration of the mutual covenants contained herein and benefits to be derived herefrom,

Gander Mountain Co – AMENDMENT AGREEMENT NO. 4 to that certain LOAN AND SECURITY AGREEMENT (September 13th, 2004)

This AMENDMENT AGREEMENT NO. 4 (this “Amendment”), dated as of July 21, 2004, is among GANDER MOUNTAIN COMPANY (the “Borrower”), FLEET RETAIL GROUP, INC. (f/k/a Fleet Retail Finance, Inc.) and the other lending institutions from time to time party to the Loan Agreement (as hereinafter defined) (collectively, the “Revolving Credit Lenders”), and FLEET RETAIL GROUP, INC. as agent (the “Agent”) for itself and the other Revolving Credit Lenders.

Gander Mountain Co – ARTICLES OF AMENDMENT of ARTICLES OF INCORPORATION of GANDER MOUNTAIN COMPANY (March 26th, 2004)

The undersigned, Dennis M. Lindahl, Executive Vice President and Chief Financial Officer of Gander Mountain Company, a Minnesota corporation (the "Company"), hereby certifies that:

Gander Mountain Co – FIRST AMENDMENT TO GANDER MOUNTAIN COMPANY AMENDED AND RESTATED EXECUTIVE STOCK OPTION AGREEMENT (Allen L. Dittrich) (March 26th, 2004)

THIS FIRST AMENDMENT (this "Amendment") is made and entered into as of February 2, 2004, by and between Gander Mountain Company, a Minnesota corporation (the "Company") and Allen L. Dittrich, a resident of the State of Minnesota (the "Executive"). Any reference in this Amendment to the "Company" shall also include the Company's predecessor entity, Gander Mountain Company, a Delaware corporation, which was merged with and into the Company effective January 29, 2004.

Gander Mountain Co – EXECUTIVE TRANSFER AND REPURCHASE AGREEMENT (Mark R. Baker) (March 26th, 2004)

THIS EXECUTIVE TRANSFER AND REPURCHASE AGREEMENT (this "Agreement") is entered into as of February 2, 2004, to be effective as of January 10, 2003, by and between Gander Mountain Company, a Minnesota corporation (the "Company"), and Mark R. Baker, a resident of the State of Minnesota ("Executive"). Any reference in this Agreement to the "Company" shall also include the Company's predecessor entity, Gander Mountain Company, a Delaware corporation, which was merged with and into the Company effective January 29, 2004.

Gander Mountain Co – SECOND AMENDED AND RESTATED EXECUTIVE TRANSFER AND REPURCHASE AGREEMENT (Allen L. Dittrich) (March 26th, 2004)

THIS SECOND AMENDED AND RESTATED EXECUTIVE TRANSFER AND REPURCHASE AGREEMENT (this "Agreement") is entered into as of February 2, 2004, by and between Gander Mountain Company, a Minnesota corporation (the "Company"), and Allen L. Dittrich, a resident of the State of Minnesota ("Executive"). Any reference in this Agreement to the "Company" shall also include the Company's predecessor entity, Gander Mountain Company, a Delaware corporation, which was merged with and into the Company effective January 29, 2004.

Gander Mountain Co – EXECUTIVE TRANSFER AND REPURCHASE AGREEMENT (Dennis M. Lindahl) (March 26th, 2004)

THIS EXECUTIVE TRANSFER AND REPURCHASE AGREEMENT (this "Agreement") is entered into as of February 2, 2004, by and between Gander Mountain Company, a Minnesota corporation (the "Company"), and Dennis M. Lindahl, a resident of the State of Minnesota ("Executive"). Any reference in this Agreement to the "Company" shall also include the Company's predecessor entity, Gander Mountain Company, a Delaware corporation, which was merged with and into the Company effective January 29, 2004.

Gander Mountain Co – GANDER MOUNTAIN COMPANY AMENDED AND RESTATED EXECUTIVE STOCK OPTION AGREEMENT (March 26th, 2004)

THIS EXECUTIVE STOCK OPTION AGREEMENT (this "Agreement") was made and entered into effective as of the 1st day of April, 1998, and is amended and restated effective as of 12:01 a.m. on the 31st day of December, 2000, by and between Gander Mountain Company, a Delaware corporation (the "Company"), and Al Dittrich, a resident of the State of Minnesota ("Executive").