Exhibit 4.1


 


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 COMPANY


 


PROMISSORY
NOTE


 




	
  Due: December 31, 2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  $5,000,000.00

  	
   

  	
  Original Issue
  Date: June 9, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Promissory Note
  No.: 1

  






 


For value received, the
undersigned, Gander Mountain Company, a Minnesota corporation (the “Company”), hereby promises to pay to the order of GRATCO LLC (the “Lender”), at
the Company’s principal office in the City of Saint Paul, Minnesota, the
principal sum of $5,000,000.00, plus all accrued and unpaid interest thereon,
in lawful money of the United States on December 31, 2008 (the “Maturity Date”), together with interest on the unpaid principal
amount thereof, as more fully provided below.


 


The interest rate per
annum for this Promissory Note (the “Note”) will
initially be as set forth on SCHEDULE I. 
The amount of interest for each day this Note is outstanding (the “Daily Interest Amount”) will be calculated by dividing the
interest rate in effect for that day by 360 and multiplying the result by the
principal amount of this Note.  The
amount of interest to be paid on this Note for each Interest Period (as defined
below) will be calculated by adding the Daily Interest Amounts for each day in
the Interest Period.


 


Interest on this security
will be paid on each October 31 and April 30, commencing on the first
of such dates following issuance of this security, and at maturity.  Each of these dates on which interest will be
paid is referred to as an “Interest Payment Date.”  If an
Interest Payment Date would fall on a day that is not a Business Day, such
Interest Payment Date will be postponed to the following day that is a Business
Day.


 


On each Interest Payment
Date, the Company will pay interest for the period commencing on the next day
immediately following the most recent Interest Payment Date and ending on the
then-current Interest Payment Date.  This
period is referred to as an “Interest Period.”  The first Interest Period will begin on and
include the date of issuance of this security and, subject to the immediately
preceding paragraph, will end on and include the first Interest Payment Date.


 


All percentages resulting
from any of the above calculations will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of a percentage point rounded upwards (e.g., 4.876545% (or .04876545) being
rounded to 4.87655% (or .0487655)) and all dollar amounts used in or resulting
from such calculations will be rounded to the nearest cent (with one-half cent
being rounded upwards).


 


The interest rate on this
Note will in no event be higher than the maximum rate permitted by Minnesota
law as the same may be modified by United States law of general application.


 


All calculations of the
Company, in the absence of manifest error, shall be conclusive for all
purposes.


 


Any amounts to be paid on
this Note will be payable by the Company in cash, by check or by wire transfer
to the holder of this Note to such account as the holder may request.


 


This Note has been issued
under the terms and provisions of a Term Loan Agreement (the “Loan  Agreement”),
dated as of June 9, 2008, among the Company and the Lenders named on the
signature pages thereto, as may be amended from time to time.  Capitalized terms used but not defined in
this Note shall have the meanings ascribed to them in the Loan Agreement.


 


 


1

















 


Upon the occurrence of
any one or more of the Events of Default specified in Article VI of the
Loan Agreement, all amounts then remaining unpaid on this Note, including any
accrued but unpaid interest, may be declared to be or shall become immediately
due and payable as provided in the Loan Agreement.  In addition, from and after receipt of
written notice to the Company from the holder following the occurrence of an
Event of Default, and during the continuation thereof, the rate per annum at
which interest shall accrue on the unpaid principal balance hereof shall
increase by 2%.


 


This Note is subject to
the following additional provisions, terms and conditions:


 


1.             CHANGE IN CONTROL.  In the event of a Change in Control, the
holder hereof shall have the option (the “Change in Control Option”)
to (a) have this Note assumed by the surviving entity or (b) require
that this Note be redeemed by the Company in whole (but not in part) at 100% of
the outstanding unpaid principal amount, plus all unpaid interest accrued
thereon to the effective date of the Change in Control.  The Company shall give the holder of this
Note written notice of such impending transaction not later than 20 days prior
to the shareholders’ meeting of the Company called to approve such transaction,
or 20 days prior to the closing of such transaction, whichever is earlier.  The notice shall give the proposed effective
date of the transaction (the “Effective Date”)
and shall describe the material terms and conditions of the transaction.  Any election to exercise the Change in
Control Option shall be made by the holder hereof giving written notice thereof
to the Company at least five days before the Effective Date (if no such notice
is given, the Company shall be entitled to elect one of these options).  Upon receipt of such notice, the Company
shall, on the Effective Date, take the action selected or applicable under this
Section.


 


2.             RESALE RESTRICTIONS.  The holder of this Note covenants and agrees
that it is subject to the resale restrictions set forth in Section 2.8 of
the Loan Agreement.


 


3.             PREPAYMENT.  The Company may prepay this Note, upon
providing the holder five calendar days written notice prior to the date of
prepayment, in whole or in part at any time without penalty; provided, that any
such prepayment will be applied first to interest accrued and unpaid on the
principal amount being repaid and second, if the amount of prepayment exceeds
the amount of all such accrued and unpaid interest, to the repayment of the
unpaid principal amount.


 


4.             WAIVER OF PRESENTMENT.  Presentment
or other demand for payment, notice of dishonor and protest are expressly waived.


 


5.             MISCELLANEOUS.


 


(a)           NOTICES.  Any notice, request or other communication
required or permitted hereunder will be given in accordance with the Loan Agreement.


 


(b)           NO RIGHTS AS SHAREHOLDERS.  This Note will not entitle any holder hereof
to any of the rights of a shareholder of the Company.


 


(c)           GOVERNING LAW; JURISDICTION.  This Agreement will be governed by and
interpreted in accordance with the laws of the State of Minnesota without
regard to the principles of conflict of laws. 
The parties hereto hereby submit to the exclusive jurisdiction of the
United States federal and state courts located in the State of Minnesota with
respect to any dispute arising under this Note. 
The parties also agree that any disputes arising under this Note will be
exclusively venued in the United States federal and state courts located in the
State of Minnesota, except for actions or proceedings regarding the enforcement
of awards or judgments.


 


(d)           HEADINGS.  The headings of this Note are for convenience
of reference only, are not part of this Note and do not affect its
interpretation.


 


(e)           SUITS FOR ENFORCEMENT.  In case any one or more Events of Default
shall have occurred and be continuing, the holder of this Note may proceed to
protect and enforce its rights under this Note by suit in equity or action at
law.  It is agreed that in the event of
such action the holder of the Note shall be entitled to receive all reasonable
fees, costs and expenses incurred, including without limitation such reasonable
fees and expenses of attorneys (whether or not litigation is commenced) and
reasonable fees, costs and expenses of appeals.


 


[Reminder of Page Left
Blank Intentionally — Signature Page Follows]


 


 


2

















 


IN WITNESS WHEREOF, the
undersigned has caused this Note to be duly executed as of the issue date.  Receipt of this Note constitutes the Lender’s
acceptance of the terms hereof.


 




	
   

  	
   

  	
  GANDER MOUNTAIN COMPANY

  
	
   

  	
   

  	
  a Minnesota corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert J. Vold

  
	
   

  	
   

  	
   

  	
  Senior Vice President and Chief
  Financial Officer

  






 


 


 

















 


SCHEDULE I


TO PROMISSORY NOTE


 


INTEREST
RATE SCHEDULE


 


	
  Period

  	
   

  	
  Interest Rate (per annum)

  
	
  June 9, 2008
  through August 2, 2008

  	
   

  	
  5.16%

  
	
  August 3, 2008
  through November 1, 2008

  	
   

  	
  1 year LIBOR as of
  August 2, 2008, plus 1.0%

  
	
  November 2, 2008
  through December 31, 2008

  	
   

  	
  1 year LIBOR as of
  November 1, 2008, plus 1.0%

  
	
  After December 31,
  2008

  	
   

  	
  1 year LIBOR as of the
  last day of the most recently completed fiscal quarter of the Company, plus
  1.0%

  



 


 


I-1

















 


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 COMPANY


 


PROMISSORY NOTE


 




	
  Due: December 31, 2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  $5,000,000.00

  	
   

  	
  Original Issue Date: June 9, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Promissory Note No.: 2

  






 


For value
received, the undersigned, Gander Mountain Company, a Minnesota corporation
(the “Company”), hereby promises to pay to the
order of HOLIDAY COMPANIES  (the “Lender”), at
the Company’s principal office in the City of Saint Paul, Minnesota, the
principal sum of $5,000,000.00, plus all accrued and unpaid interest thereon,
in lawful money of the United States on December 31, 2008 (the “Maturity Date”), together with interest on the unpaid
principal amount thereof, as more fully provided below.


 


The interest rate per annum for this Promissory Note
(the “Note”) will initially be as set forth on
SCHEDULE I.  The amount of interest for each day this Note
is outstanding (the “Daily Interest Amount”)
will be calculated by dividing the interest rate in effect for that day by 360
and multiplying the result by the principal amount of this Note.  The amount of interest to be paid on this
Note for each Interest Period (as defined below) will be calculated by adding
the Daily Interest Amounts for each day in the Interest Period.


 


Interest on this security will be paid on each October
31 and April 30, commencing on the first of such dates following issuance of
this security, and at maturity.  Each of
these dates on which interest will be paid is referred to as an “Interest Payment Date.” 
If an Interest Payment Date would
fall on a day that is not a Business Day, such Interest Payment Date will be
postponed to the following day that is a Business Day.


 


On each Interest Payment Date, the Company will pay
interest for the period commencing on the next day immediately following the
most recent Interest Payment Date and ending on the then-current Interest
Payment Date.  This period is referred to
as an “Interest Period.”  The first Interest Period will begin on and
include the date of issuance of this security and, subject to the immediately
preceding paragraph, will end on and include the first Interest Payment Date.


 


All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g., 4.876545%
(or .04876545) being rounded to 4.87655% (or .0487655)) and all dollar amounts
used in or resulting from such calculations will be rounded to the nearest cent
(with one-half cent being rounded upwards).


 


The interest rate on this Note will in no event be
higher than the maximum rate permitted by Minnesota law as the same may be
modified by United States law of general application.


 


All calculations
of the Company, in the absence of manifest error, shall be conclusive for all
purposes.


 


Any amounts
to be paid on this Note will be payable by the Company in cash, by check or by
wire transfer to the holder of this Note to such account as the holder may
request.


 


This Note has
been issued under the terms and provisions of a Term Loan Agreement (the “Loan  Agreement”),
dated as of June 9, 2008, among the Company and the Lenders named on the
signature pages thereto, as may be amended from time to time.  Capitalized terms used but not defined in
this Note shall have the meanings ascribed to them in the Loan Agreement.


 


 


1

















 


Upon the
occurrence of any one or more of the Events of Default specified in Article VI
of the Loan Agreement, all amounts then remaining unpaid on this Note,
including any accrued but unpaid interest, may be declared to be or shall
become immediately due and payable as provided in the Loan Agreement.  In addition, from and after receipt of written notice to the
Company from the holder following the occurrence of an Event of Default, and
during the continuation thereof, the rate per annum at which interest shall
accrue on the unpaid principal balance hereof shall increase by 2%.


 


This Note is
subject to the following additional provisions, terms and conditions:


 


1.             CHANGE IN  CONTROL.  In the event of a Change in Control, the holder hereof
shall have the option (the “Change in Control Option”) to (a) have this Note assumed by
the surviving entity or (b) require that this Note be redeemed by the Company
in whole (but not in part) at 100% of the outstanding unpaid principal amount,
plus all unpaid interest accrued thereon to the effective date of the Change in
Control.  The Company shall give the
holder of this Note written notice of such impending transaction not later than
20 days prior to the shareholders’ meeting of the Company called to approve
such transaction, or 20 days prior to the closing of such transaction,
whichever is earlier.  The notice shall
give the proposed effective date of the transaction (the “Effective
Date”) and shall describe the material terms and conditions of the
transaction.  Any election to exercise
the Change in Control Option shall be made by the holder hereof giving written
notice thereof to the Company at least five days before the Effective Date (if
no such notice is given, the Company shall be entitled to elect one of these
options).  Upon receipt of such notice,
the Company shall, on the Effective Date, take the action selected or
applicable under this Section.


 


2.             RESALE RESTRICTIONS.  The holder of this Note covenants and
agrees that it is subject to the resale restrictions set forth in Section 2.8
of the Loan Agreement.


 


3.             PREPAYMENT.  The Company may prepay this Note, upon
providing the holder five calendar days written notice prior to the date of
prepayment, in whole or in part at any time without penalty; provided, that any
such prepayment will be applied first to interest accrued and unpaid on the
principal amount being repaid and second, if the amount of prepayment exceeds
the amount of all such accrued and unpaid interest, to the repayment of the
unpaid principal amount.


 


4.             WAIVER OF PRESENTMENT.  Presentment
or other demand for payment, notice of dishonor and protest are expressly
waived.


 


5.             MISCELLANEOUS.


 


(a)           NOTICES. 
Any notice, request or other communication required or permitted
hereunder will be given in accordance with the Loan Agreement.


 


(b)           NO
RIGHTS  AS  SHAREHOLDERS.  This
Note will not entitle any holder hereof to any of the rights of a shareholder
of the Company.


 


(c)           GOVERNING LAW; JURISDICTION.  This Agreement will be governed by and
interpreted in accordance with the laws of the State of Minnesota without regard to the principles of conflict of
laws.  The parties hereto hereby submit
to the exclusive jurisdiction
of the United States federal and state courts located in the State of Minnesota with respect to any dispute arising
under this Note.  The parties also agree
that any disputes arising under this Note will be exclusively
venued in the United States federal and state courts located in the State of
Minnesota, except for actions or proceedings regarding the enforcement of
awards or judgments.


 


(d)           HEADINGS. 
The headings of this Note are for convenience of reference only, are not
part of this Note and do not affect its interpretation.


 


(e)           SUITS FOR ENFORCEMENT.  In case any one or more Events of Default
shall have occurred and be continuing, the holder
of this Note may proceed to protect and enforce its rights under this Note by suit in equity
or action at law.  It is agreed that in
the event of such action the holder of the Note shall be entitled to receive
all reasonable fees, costs and expenses incurred, including without limitation
such reasonable fees
and expenses of attorneys (whether or not litigation is commenced) and
reasonable fees, costs and expenses of appeals.


 


[Reminder of Page Left
Blank Intentionally – Signature Page Follows]


 


 


2

















 


IN WITNESS
WHEREOF, the undersigned has caused this Note to be duly executed as of the
issue date.  Receipt of this Note
constitutes the Lender’s acceptance of the terms hereof.


 




	
   

  	
   

  	
  GANDER MOUNTAIN COMPANY

  
	
   

  	
   

  	
  a Minnesota
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert J. Vold

  
	
   

  	
   

  	
   

  	
  Senior Vice President and Chief
  Financial Officer

  






 


 


 

















 


SCHEDULE I


TO PROMISSORY NOTE


 


INTEREST RATE
SCHEDULE


 


	
  Period

  	
   

  	
  Interest Rate (per annum)

  
	
  June 9, 2008 through August 2, 2008

  	
   

  	
  5.16%

  
	
  August 3, 2008 through November 1, 2008

  	
   

  	
  1 year LIBOR as of August 2, 2008, plus
  1.0%

  
	
  November 2, 2008 through December 31,
  2008

  	
   

  	
  1 year LIBOR as of November 1, 2008,
  plus 1.0%

  
	
  After December 31, 2008

  	
   

  	
  1 year LIBOR as of the last day of the
  most recently completed fiscal quarter of the Company, plus 1.0%

  



 


 


I-1