0001047469-04-003232 Sample Contracts

EMPLOYMENT AGREEMENT (Allen L. Dittrich)
Employment Agreement • February 5th, 2004 • Gander Mountain Co • Minnesota

THIS EMPLOYMENT 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 Minnesota ("Executive").

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GANDER MOUNTAIN COMPANY EXECUTIVE STOCK OPTION AGREEMENT (Dennis M. Lindahl)
Executive Stock Option Agreement • February 5th, 2004 • Gander Mountain Co • Minnesota

THIS EXECUTIVE STOCK OPTION 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.

TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • February 5th, 2004 • Gander Mountain Co • Massachusetts

TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT dated as of December 19, 2001 among Gander Mountain Company, a Delaware corporation having its principal executive offices at 4567 80th Street, Bloomington, Minnesota 55437, (the "Assignor"), and Fleet Retail Finance, Inc., a Delaware corporation having an office at 40 Broad Street, Boston, Massachusetts 02109, as agent (hereinafter, in such capacity, the "Agent") for itself and the other lending institutions (hereinafter, collectively, the "Revolving Credit Lenders") which are, or may in the future become, parties to a Loan and Security Agreement dated as of December 19, 2001 (as amended and in effect from time to time, the "Loan and Security Agreement"), among the Assignor, the Revolving Credit Lenders and the Agent.

NONCOMPETITION AGREEMENT
Noncompetition Agreement • February 5th, 2004 • Gander Mountain Co • Wisconsin

THIS AGREEMENT is made and entered into as of the 16 day of May, 1996, by and between CABELA'S INCORPORATED, a Nebraska corporation ("Cabela's"), GANDER MOUNTAIN, INC., a Wisconsin corporation ("GMI"), and GMO, Inc., a Wisconsin corporation and a wholly owned subsidiary of GMI ("GMO") (GMI and GMO are collectively herein referred to as "Gander Mountain").

AMENDMENT AGREEMENT NO. 1 to that certain LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 5th, 2004 • Gander Mountain Co • Massachusetts

This AMENDMENT AGREEMENT NO. 1 (this "Amendment"), dated as of May 23, 2003, is among GANDER MOUNTAIN COMPANY (the "Borrower"), 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 FINANCE INC. as agent (the "Agent") for itself and the other Revolving Credit Lenders.

AMENDMENT AGREEMENT NO. 2 to that certain LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 5th, 2004 • Gander Mountain Co • Massachusetts

This AMENDMENT AGREEMENT NO. 2 (this "Amendment"), dated as of June 4, 2003, is among GANDER MOUNTAIN COMPANY (the "Borrower"), 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 FINANCE INC. as agent (the "Agent") for itself and the other Revolving Credit Lenders.

INTERCREDITOR AGREEMENT
Intercreditor Agreement • February 5th, 2004 • Gander Mountain Co • Massachusetts

INTERCREDITOR AGREEMENT (this "Intercreditor Agreement"), dated as of December 19, 2001, among FLEET RETAIL FINANCE INC., a Delaware corporation with offices at 40 Broad Street, Boston, Massachusetts 02109, in its capacity as agent (the "Agent") for the Revolving Credit Lenders (as hereinafter defined), HOLIDAY COMPANIES, a Minnesota corporation having a principal place of business at 4567 West 80th Street, Bloomington, Minnesota 55437 (the "Subordinating Creditor"), and GANDER MOUNTAIN COMPANY, a Delaware corporation having its principal executive offices at 4567 West 80th Street, Bloomington, Minnesota 55437 (the "Borrower").

LOAN AND SECURITY AGREEMENT FLEET RETAIL FINANCE INC. ADMINISTRATIVE, DOCUMENTATION AND COLLATERAL AGENT FOR THE LENDERS REFERENCED HEREIN GANDER MOUNTAIN COMPANY THE BORROWER FLEET SECURITIES INC. THE LEAD ARRANGER FOOTHILL CAPITAL CORPORATION THE...
Loan and Security Agreement • February 5th, 2004 • Gander Mountain Co • Massachusetts

THIS AGREEMENT is made among Fleet Retail Finance 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 Delaware corporation with its principal executive offices at 4567 West 80 Street, Bloomington, Minnesota 55437, in consideration of the mutual covenants contained herein and benefits to be derived herefrom,

AMENDMENT AGREEMENT NO. 3 to that certain LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 5th, 2004 • Gander Mountain Co • Massachusetts

This AMENDMENT AGREEMENT NO. 3 (this "Amendment"), dated as of January 2, 2004, is among GANDER MOUNTAIN COMPANY (the "Borrower"), 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 FINANCE INC. as agent (the "Agent") for itself and the other Revolving Credit Lenders.

SHARED SERVICES AGREEMENT (Holiday Companies / Gander Mountain Company)
Shared Services Agreement • February 5th, 2004 • Gander Mountain Co • Minnesota

This SHARED SERVICES AGREEMENT (this "Agreement") is entered into as of February 2, 2004 (the "Effective Date") by and between HOLIDAY COMPANIES, a Minnesota corporation ("Holiday"), and GANDER MOUNTAIN COMPANY, a Minnesota corporation ("Gander Mountain").

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