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Exhibit 10.4  


 
  AMENDMENT AGREEMENT NO. 3    
    


to
that certain 


LOAN AND SECURITY AGREEMENT  


        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. 


        WHEREAS, the Borrower, the Agent and the Revolving Credit Lenders are parties to that certain Loan and Security Agreement, dated as of
December 19, 2001 as amended by the Amendment Agreement No. 1, dated as of May 23, 2003, and the Amendment Agreement No. 2, dated as of June 4, 2003 (as so amended
and as otherwise amended and in effect from time to time, the "Loan Agreement"), pursuant to which the Revolving Credit Lenders, upon certain terms and
conditions, have agreed to make loans to, and to cause the issuance of letters of credit for the benefit of, the Borrower; 


        WHEREAS, General Electric Capital Corporation shall become Documentation Agent and The CIT Group/Business Credit, Inc. shall become
the Collateral Agent; provided, however, such classifications shall not change the definition of Agent contained in the Loan Agreement; and 


        WHEREAS, the Borrower has requested that the Agent and the Revolving Credit Lenders agree, and the Agent and the Revolving Credit Lenders
have agreed, on the terms and subject to the conditions set forth herein, to amend certain of the terms and provisions of the Loan Agreement; 


        NOW, THEREFORE, the parties hereto hereby agree as follows: 


        §1.    Defined Terms.    Capitalized terms which are used
herein without definition and which are defined in the Loan Agreement shall have the same meanings herein as in the Loan Agreement. 



        §2.    Amendments to Loan Agreement.    



        (a)   Article I
of the Loan Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order: 



        "Adjustment Date": August 1, 2004 and each November 1, February 1, May 1, and August 1 thereafter."; 



        "Corporate Entities": Holiday Companies and Lyndale Terminal Co."; and 


        "Rate Adjustment Period": Is defined in the definition of Applicable Margin.". 







 




        (b)   The
definition of "Amendment Effective Date" contained in Article I of the Loan Agreement is hereby restated in
its entirety as follows: 



        "Amendment Effective Date": January 2, 2004.". 




        (c)   The
definition of "Applicable Margin" contained in Article I of the Loan Agreement is hereby restated in its
entirety as follows: 



        "Applicable Margin": For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date
(each a "Rate Adjustment Period"), the Applicable Margin shall be the applicable margin per annum set forth in the table below opposite to the Borrower's applicable EBITDA as determined for the
applicable period consisting of the twelve (12) consecutive months ending on or about the calendar quarter ending immediately prior to the applicable Rate Adjustment Period pertaining to such
Adjustment Date: 




	LEVEL
 
	 	EBITDA
	 	LIBOR RATE

APPLICABLE MARGIN
	 	BASE RATE

APPLICABLE MARGIN
	 
	I	 	Greater than or equal to $42,500,000	 	1.75	%	0.00	%
	II	 	Greater than or equal to $30,000,000 and less than $42,500,000	 	2.00	%	0.50	%
	III	 	Greater than or equal to $17,000,000 and less than $30,000,000	 	2.25	%	0.75	%
	IV	 	Less than $17,000,000	 	2.50	%	1.00	%







        Notwithstanding
the foregoing, from and after the Amendment Effective Date through July 31, 2004, the Applicable Margin shall be set at the amount set forth opposite Level IV
above. 


        Furthermore,
any delay by the Borrower in delivering the financial statements and reports required to be delivered by the Borrower pursuant to Section 6.5 shall, at the Agent's
option, result in the Applicable Margin being set at the amount set forth opposite Level IV above or such other Level as determined by the Agent until the next Adjustment Date.". 




        (d)   The
definition of "Appraised Inventory Percentage" contained in Article I of the Loan Agreement is hereby amended
by inserting the following clause at the end of such definition: 



        ",
provided further, the Appraised Inventory Percentage shall not exceed Eighty Five Percent (85%) if Holiday Companies, the Affiliates of
Holiday Companies and the members of the Erickson Family shall collectively cease to own or control (through 




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voting
trusts or otherwise), directly or indirectly at least Seventy Five Percent (75%) of the issued and outstanding stock of the Borrower.". 




        (e)   The
definition of "Change in Control" contained in Article I of the Loan Agreement is hereby restated in its
entirety as follows: 



        "Change in Control": The occurrence of any of the following: 


        (a)   Holiday
Companies, the Affiliates of Holiday Companies and the members of the Erickson Family shall (i) collectively cease to own or control (through voting
trusts or otherwise), directly or indirectly, at least Fifty One Percent (51%) of the issued and outstanding common and preferred stock, on an as converted basis, of the Borrower,  provided, that, with
the consent of the Agent such ownership percentage can be further reduced to an amount not less than Thirty Five Percent (35%) or
(ii) cease to have the power to elect at least two members of the board of directors of the Borrower. 



        (b)   The
members of the Erickson Family, acting together, shall not have the right to elect a majority of the directors of Holiday Companies. 


        (c)   The
Erickson Family shall not, either directly or indirectly, own at least Eighty Percent (80%) of the issued and outstanding stock of Holiday Companies.". 




        (f)    The
definition of "Maturity Date" contained in Article I of the Loan Agreement is hereby restated in its entirety
as follows: 



        "Maturity Date": June 30, 2007.". 




        (g)   The
definition of "Maximum Revolving Credit Ceiling" contained in Article I of the Loan Agreement is hereby
restated in its entirety as follows: 



        "Maximum Revolving Credit Ceiling": $175,000,000, as the same may be increased or decreased from time to time in accordance with the
provisions of Sections 2.15, 16.5 and 16.6 hereof up to an aggregate amount not to exceed $200,000,000.". 




        (h)   The
definition of "Swingline Loan Ceiling" contained in Article I of the Loan Agreement is hereby restated in its
entirety as follows: 



        "Swingline Loan Ceiling": $15,000,000 (subject to increase as provided in section 15.4).". 




        (i)    Section 2.14
of the Loan Agreement is hereby amended by deleting the amount of "0.375%" which appears in such section and substituting in place thereof the amount
of "0.30%". 


        (j)    Section 2.15
of the Loan Agreement is hereby amended by restating such section in its entirety as follows: 



        "2.15.    EARLY TERMINATION FEE.    




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        (a)   Subject
to the provisions of Section 2.15(b), in the event that the Termination Date occurs, on or prior to the second anniversary of the Amendment Effective
Date, the Borrower shall pay to the Agent, for the benefit of the Revolving Credit Lenders, the "Revolving Credit Early Termination Fee" (so referred to herein) determined and payable as follows: 



          (i)  0.75%
of the highest Maximum Revolving Credit Ceiling if the Termination Date occurs on or before the first anniversary of the Amendment Effective Date. 



         (ii)  0.50%
of the highest Maximum Revolving Credit Ceiling if the Termination Date occurs after the first anniversary of the Amendment Effective Date but on or before the
second anniversary of the Amendment Effective Date. 




        (b)   No
Revolving Credit Early Termination Fee shall be payable (i) after the second anniversary of the Amendment Effective Date or (ii) if the Termination Date
occurs as a result of funds borrowed from FRFI, Fleet National Bank or any of their Affiliates. 



        (c)   The
Revolving Credit Early Termination Fee shall be allocated to the Revolving Credit Lenders pro rata based upon their Revolving Credit Dollar Commitment. 


        (d)   The
Borrower shall have no right to reduce the Maximum Revolving Credit Dollar Ceiling, provided, however, that in
connection with the sale or issuance of any of its equity interests to any Person, in terms satisfactory to the Agent, the Borrower shall, with at least 3-Business Days prior written
notice to the Agent, have the right to reduce the Maximum Revolving Credit Ceiling by $5,000,000 or an integral multiple thereof, provided, however,
that no such reduction in the Maximum Revolving Credit Ceiling shall be greater than $75,000,000 in the aggregate and that no reduction in the Maximum Revolving Credit Ceiling may be reinstated.". 




        (k)   Section 2.18(b)(i) of
the Loan Agreement is hereby amended by restating such section in its entirety as follows: 



        "(i)  The
aggregate Stated Amount of all L/C's then outstanding, does not exceed Thirty Five Million Dollars ($35,000,000).". 




        (l)    Sections
5.2(a) and 5.2(c) of the Loan Agreement is hereby amended by inserting the following clause at the end of such sections: 



        ",
provided, that, with the consent of the Agent and pursuant to documentation acceptable to the Agent, including without limitation
documentation modifications to the Security Documents required by the Agent, the Borrower may change its State of organization to the State of Minnesota.". 




        (m)  Section 5.2
of the Loan Agreement is hereby amended by inserting the following subsection at the end of such section: 



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        "(h) As
of the Amendment Effective Date, the Corporate Entities own or control (through voting trusts or otherwise), directly or indirectly at least Eighty Seven Percent
(87%) of the issued and outstanding common and preferred stock, on an as converted basis, of the Borrower." 




        (n)   Section 5.5(b)
of the Loan Agreement is hereby amended by restating the first paragraph of such section as follows: 



        "The
Borrower shall not remove any of the Collateral from said chief executive office, those locations listed in the Perfection Certificate, temporary locations in connection with trade
shows to the extent permitted by Section 5.5(a), temporary staging areas in connection with new store openings the location of which has been disclosed to the Agent, or those other locations
for which the Borrower has provided the Agent notice in accordance with Section 5.5(a), except for the following purposes:". 




        (o)   Section 5.7(a)(iv) of
the Loan Agreement is hereby amended by restating such section in its entirety as follows: 



      "(iv)  Indebtedness
incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or under any Capitalized Lease
(including, but not limited to, Indebtedness or Capitalized Lease obligations secured by a lien on the Borrower's aircraft in an aggregate amount not to exceed $2,500,000),  provided that the aggregate
principal amount of such Indebtedness or the Borrower shall not exceed the aggregate amount of $20,000,000 at any one
time.". 




        (p)   Section 5.7(a)(vii) of
the Loan Agreement is hereby amended by deleting the amount of "$3,000,000" which appears in such section and substituting in place
thereof the amount of "$25,000,000". 


        (q)   Section 5.20(a)
of the Loan Agreement is hereby amended by deleting the words "or make any other distribution" which appear in such section from such section. 


        (r)   Section 5.20(b)
of the Loan Agreement is hereby amended by deleting the amount of "$500,000" which appears in such section and substituting in place thereof the
amount of "$2,500,000." 


        (s)   Section 5.20(k)
of the Loan Agreement is hereby amended by restating such section in its entirety as follows: 



        "(k) Repay
any principal or pay any interest on the Supplemental Holiday Subordinated Debt, provided, however, that the
Borrower shall be permitted (i) to prepay principal and accrued interest on the Supplemental Holiday Subordinated Debt in an amount equal to the net cash proceeds received by the Borrower in
connection with the issuance of any capital stock constituting common or preferred equity (so long as any such preferred equity does not provide for scheduled or mandatory redemptions or the current
payment of dividends) issued by the Borrower following the Closing Date, (ii) to repay in full or in part the outstanding principal amount of the Supplemental Holiday Subordinated Debt at any
time after October 31, 2004, so long as (A) the Borrower evidences compliance with the minimum amount of EBITDA (calculated without giving effect to the amount of any 




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Supplemental
Holiday Subordinated Debt) set forth in Section 6.11 hereof for the month most recently ended, (B) the Borrower evidences Availability as of the date of such repayment
(after giving effect to such repayment) of at least $15,000,000, and (C) the Borrower is not InDefault (in each case as evidenced by a compliance certificate), and (iii) to pay interest
on the Supplemental Holiday Subordinated Debt so long as the Borrower is not InDefault (as evidenced by a compliance certificate).". 




        (t)    Section 6.7(b)(ii) of
the Loan Agreement is hereby amended by restating such section in its entirety as follows: 



       "(ii)  It
is a primary intention of the Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 6.". 




        (u)   Section 6.7(d)
of the Loan Agreement is hereby deleted in its entirety. 


        (v)   Section 6.9(b)
of the Loan Agreement is hereby amended by restating the first paragraph of such section in its entirety as follows: 



        "(b) The
Borrower, at its own expense, shall cause not less than One (1) physical inventory (which may include cycle counts of different locations at different times)
to be undertaken in each Twelve
(12) month period during which this Agreement is in effect (the spacing of the scheduling of which inventories shall be subject to the Agent's discretion) conducted by such inventory takers as
are satisfactory to the Agent and following such methodology as may be satisfactory to the Agent.". 




        (w)  Section 6.11
of the Loan Agreement is hereby amended by restating such section in its entirety as follows: 



        "6.11.    MINIMUM OPERATING CASH FLOW AND MINIMUM EBITDA.    



        (a)   Commencing
with the year ended January 31, 2004, the Borrower will not permit Operating Cash Flow as at the end of any Reference Period (for which an Operating
Cash Flow amount is set out) described in the table set forth on Schedule 6.11, annexed hereto to be less than the amount set forth opposite such
period in such table. 


        (b)   Commencing
with the month ended November 29, 2003, the Borrower will not permit EBITDA as of the end of any Reference Period described in the table set forth on  Schedule 6.11, annexed hereto to be less
than the amount set forth opposite such period in such table.". 





        (x)   Section 6.12
of the Loan Agreement is hereby deleted in its entirety. 


        (y)   Article XI
of the Loan Agreement is hereby amended by inserting the following section at the end of such article: 



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        "11.15.    Failure to Distribute Proceeds to Borrower in Case of Disposition of Borrower's Stock by
Corporate Entities.    In connection with any sale, disposition or transfer of any shares of stock of the Borrower (or any rights that either of the Corporate
Entities has in such shares of stock of the Borrower) held by either of the Corporate Entities after the Amendment Effective Date (each a "Corporate Entities
Sale"), the failure by the Borrower to have received proceeds from the sale of its stock prior to or in connection with such Corporate Entities Sale equal to, in the aggregate,
not less than (a) until such time as the Borrower has received $37,500,000 on account of stock sales after the Amendment Effective Date, Seventy Five Percent (75%) of the sum of (i) the
aggregate proceeds received by the Borrower on account of stock sales after the Amendment Effective Date plus (ii) the aggregate amount of proceeds received by the Corporate Entities on account
of Corporate Entities Sales after the Amendment Effective Date (such combined amount, the "Aggregate Sale Proceeds")
plus (b) after the Borrower has received $37,500,000, but prior to the Borrower having received $50,000,000 on account of stock sales after the Amendment Effective Date, Twenty Five Percent
(25%) of the Aggregate Sale Proceeds, plus (c) after the Borrower has received $50,000,000 on account of stock sales after the Amendment Effective Date, Fifty Percent (50%) of the Aggregate
Sale Proceeds plus (d) prior to October 31, 2004 any Aggregate Sale Proceeds not received by the Borrower pursuant to clauses (a), (b) and (c) above shall be applied toward
repayment of any outstanding principal or interest on the Supplemental Holiday Subordinated Debt.". 




        (z)   Section 16.5
of the Loan Agreement is hereby amended by restating the first paragraph of such section as follows: 



        "Subject
to the terms of Section 16.6 herein, the Borrower may, with the consent of the Agent, request Eligible Assignees (each such Eligible Assignee, an
"Acceding Revolving Credit Lender") to become party to this Credit Agreement by entering into an Instrument of Accession in substantially the form of  EXHIBIT F hereto (an "Instrument of Accession") with the Borrower and the Agent and assuming
thereunder a Revolving Credit Dollar Commitment, in an amount to be agreed upon by the Borrower, such Acceding Revolving Credit Lender and the Agent, to make Revolving Credit Loans and participate in
the risk relating to the Letters of Credit pursuant to the terms hereof, and the Maximum Revolving Credit Ceiling shall thereupon be increased by the amount of such Acceding Revolving Credit Lender's
Revolving Credit Dollar Commitment; provided, however, that (a) the Agent shall have given its prior written consent to such accession and (b) in no event shall the Maximum Revolving
Credit Ceiling be increased under any one or more of such Instruments of Accession so as to exceed, in the aggregate, $200,000,000. On the effective date specified in any Instrument of Accession,  SCHEDULE 2.22 hereto shall be deemed to be amended to reflect (a) the name, address, Revolving Credit Dollar Commitment and Revolving
Credit Percentage Commitment of such Acceding Revolving Credit Lender, (b) the Maximum Revolving Credit Ceiling as increased by such Acceding Revolving Credit Lender's Revolving Credit Dollar
Commitment, and (c) the changes to the other Revolving Credit Lenders' respective Revolving Credit Percentage Commitments and any changes to the other Revolving Credit Lenders' respective
Revolving Credit Dollar Commitments (in the event such Revolving Credit Lender is also the Acceding 




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Revolving
Credit Lender) resulting from such assumption and such increased Maximum Revolving Credit Ceiling.". 




        (aa) Article 16
of the Loan Agreement is hereby amended by inserting the following new Section 16.6 at the end thereof: 



        "16.6.    OPTIONAL INCREASE OF MAXIMUM REVOLVING CREDIT CEILING.    So
long as an Event of Default shall not have occurred and be continuing or would result therefrom, and subject to all terms and conditions set forth in the Loan Agreement, the Borrower may request, by
prior written notice to the Agent, that the Maximum Revolving Credit Ceiling be increased up to $200,000,000. The Borrower may, after initially requesting the existing Revolving Credit Lenders to
increase on a pro rata basis
their respective Revolving Credit Dollar Commitments and after receiving confirmation in writing that such Revolving Credit Lenders do not wish to increase their respective Revolving Credit Dollar
Commitments (or if the aggregate desired increase in Revolving Credit Dollar Commitment by the existing Revolving Credit Lenders is not sufficient to satisfy the increase in the Maximum Revolving
Credit Ceiling requested by the Borrower), solicit Eligible Assignees to become new Revolving Credit Lenders pursuant to the terms of Section 16.5 herein,  provided, that (a) each Person that
becomes a new Revolving Credit Lender shall agree to become a party to, and shall assume and agree to be
bound by, this Loan Agreement, subject to all terms and conditions thereof; (b) no Revolving Credit Lender shall have an obligation to the Borrower to increase its Revolving Credit Dollar
Commitment; and (c) in no event shall the addition of any Revolving Credit Lender increase the Maximum Revolving Credit Ceiling to an amount greater than $200,000,000.". 




        (bb) Section 17.1
of the Loan Agreement is hereby amended by (i) deleting the words "Robert Klein," which appear in such section from such section and
(ii) replacing the words "4567 West 80th Street" which appear in such section and substituting in place thereof the words "4567 American Boulevard West". 


        (cc) SCHEDULE 2.22 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 2.22 attached hereto. 



        (dd) SCHEDULE 5.2 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 5.2 attached hereto. 


        (ee) SCHEDULE 5.6 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 5.6 attached hereto. 


        (ff)  SCHEDULE 5.7 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 5.7 attached hereto. 



        (gg) SCHEDULE 5.8 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 5.8 attached hereto. 


        (hh) SCHEDULE 5.14 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 5.14 attached hereto. 



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        (ii)   SCHEDULE 5.18 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 5.18 attached hereto. 


        (jj)   SCHEDULE 5.19 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 5.19 attached hereto. 


        (kk) SCHEDULE 5.24 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 5.24 attached hereto. 



        (ll)   SCHEDULE 5.26 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 5.26 attached hereto. 


        (mm) SCHEDULE 6.11 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 6.11 attached hereto. 


        (nn) SCHEDULE 8.1 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 6.11 attached hereto. 



        (oo) SCHEDULE 8.2 to the Loan Agreement is replaced in its entirety by the  SCHEDULE 8.2 attached hereto. 




        §3.    Affirmation and Acknowledgment of the
Borrower.    The Borrower hereby ratifies and confirms all of its Obligations to the Revolving Credit Lenders, including, without limitation, the Revolving Credit
Loans, and the Borrower hereby affirms its absolute and unconditional promise to pay to the Revolving Credit Lenders all indebtedness, obligations and liabilities in respect of the Revolving Credit
Loans, the Letters of Credit, and all other amounts due under the Loan Agreement as amended hereby. The Borrower hereby confirms that the Obligations are and remain secured pursuant to the Loan
Documents and pursuant to all other instruments and documents executed and delivered by the Borrower as security for the Obligations. 


        §4.    Representations and Warranties.    The Borrower
hereby represents and warrants to the Revolving Credit Lenders as follows: 



        (a)   The
execution and delivery by the Borrower of this Amendment, and the performance by the Borrower of its obligations and agreements under this Amendment and the Loan
Agreement as
amended hereby, are within the corporate authority of the Borrower, have been duly authorized by all necessary corporate proceedings on behalf of the Borrower and do not and will not contravene any
provision of law, statute, rule or regulation to which the Borrower is subject or any of the Borrower's charter, other incorporation papers, by-laws or any stock provision or any amendment
thereof or of any agreement or other instrument binding upon the Borrower, the non-compliance with which would materially adversely affect the business, assets or financial condition of
the Borrower. 


        (b)   This
Amendment and the Loan Agreement as amended hereby constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective
terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights in general, and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 



9





 

        (c)   No
approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by
the Borrower of this Amendment or the Loan Agreement as amended hereby. 


        (d)   The
representations and warranties contained in Article V of the Loan Agreement are true and correct at and as of the date made and as of the date hereof, except
to the extent of changes resulting from transactions contemplated or permitted by this Loan Agreement and the other Loan Documents, changes which have been disclosed to the Agent and the Revolving
Credit Lenders prior to the date hereof and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and to the extent that such representations
and warranties relate expressly to an earlier date. 


        (e)   The
Borrower has performed and complied in all material respects with all terms and conditions herein required to be performed or complied with by it prior to or at the
time hereof, and as of the date hereof, after giving effect to the provisions hereof, the Borrower is not InDefault and there exists no Event of Default. 




        §6.    Effectiveness.    This Amendment shall become
effective upon the receipt by the Agent of each of the following: 



        (a)   a
fully executed counterpart hereof signed by the Borrower and all Revolving Credit Lenders. 


        (b)   a
certificate from a duly authorized officer of the Borrower, on behalf of the Borrower (i) of the due adoption,
continued effectiveness, and setting forth the texts of, each corporate resolution adopted in connection with this Amendment and any other documents executed in connection therewith, and
(ii) attesting to the true signatures of each Person authorized as a signatory. 


        (c)   an
opinion of counsel to the Borrower addressed to the Revolving Credit Lenders, such opinion to be in form and substance satisfactory to the Agent. 


        (d)   the
amendment fee letter signed by the Borrower along with all fees due in connection therewith. 



        (e)   amended
Revolving Credit Notes signed by the Borrower reflecting the Revolving Credit Lenders' new Revolving Credit Dollar Commitment. 




        §7.    Miscellaneous Provisions.    



        (a)   Except
as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Loan Agreement shall remain the same. It is declared and
agreed by each of the parties hereto that the Loan Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and the Loan Agreement shall be read and construed as
one instrument. 


        (b)   This
Amendment is intended to take effect as an agreement under seal and shall be construed according to and governed by the laws of The Commonwealth of Massachusetts. 



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        (c)   This
Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. In making proof of this Amendment
it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. 


        (d)   The
Borrower agrees to pay to the Agent, on demand by the Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by the
Agent in connection with the preparation of this Amendment (including reasonable legal fees). 



[Remainder
of Page Intentionally Left Blank] 


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



	 	 	GANDER MOUNTAIN COMPANY
	

 	
 	

By:	
 	

/s/  DENNIS M. LINDAHL      

	 	 	Title: EVP & CFO
	

 	
 	
FLEET RETAIL FINANCE INC.,

as Agent and as a Revolving Credit Lender
	

 	
 	

By:	
 	

/s/  SALLY A. SHEEHAN      

	 	 	Name: Sally A. Sheehan

Title: Managing Director

                        Fleet Retail Finance Inc.
	

 	
 	
WELLS FARGO FOOTHILL, INC., formally known as Foothill Capital Corporation as Syndication Agent and as a Revolving Credit Lender
	

 	
 	

By:	
 	

/s/  BRAD ENGEL      

	 	 	Name: Brad Engel

Title: Assistant Vice President
	

 	
 	
THE CIT GROUP/BUSINESS CREDIT, INC., as a Revolving Credit Lender
	

 	
 	

By:	
 	

/s/  ADRIAN AVALOS      

	 	 	Name: Adrian Avalos

Title: Vice President
	 	 	 	 	 









	

 	
 	
WHITEHALL BUSINESS CREDIT CORPORATION, as a Revolving Credit Lender
	

 	
 	

By:	
 	

/s/  JOHN L. PALERMO      

	 	 	Name: John L. Palermo

Title: V.P.
	

 	
 	
GENERAL ELECTRIC CAPITAL CORPORATION, as a Revolving Credit Lender
	

 	
 	

By:	
 	

/s/  STEPHEN M. METIVIER      

	 	 	Name: Stephen M. Metivier

Title: Duly Authorized Signatory








Schedule 2.22  


Revolving Credit Lenders' Commitments  



	REVOLVING CREDIT LENDER
 
	 	Maximum Revolving Credit Dollar Limit
	 	Revolving Credit Percentage Commitment
	 
	Fleet Retail Finance, Inc.

40 Broad Street Boston MA 02109

Attn: Sally A. Sheehan

Fax: 617-434-4339	 	$	50,000,000	 	28.57143	%
	General Electric Capital Corporation

800 Connecticut Ave. 2N

Norwalk, CT 06854

Attn: Nicholas Cayer

Fax: 203-852-3670	 	$	50,000,000	 	28.57143	%
	The Cit Group/Business Credit, Inc.

300 South Grand Ave. 3rd Floor

Los Angeles, CA 90071

Attn: Adrian Avalos

Fax: 213-6132582	 	$	35,000,000	 	20.00	%
	Foothill Corporation

2450 Colorado Avenue, Suite 3000 Santa Monica, CA 90404 Attn: Brad Engel Fax: 310-453-7446	 	$	25,000,000	 	14.28572	%
	Whitehall Business Credit Corporation

45 Braintree Hill Office Park, Suite 303

Braintree, MA 02184

Attn: John Palermo

Fax: 781-849-140	 	$	15,000,000	 	8.57142	%







Schedule 5.2

To Loan and Security Agreement 


CORPORATE INFORMATION  


(Gander Mountain Company)
  Affiliates of Borrower 



	Affiliate	 	Formation State
	Burnsville SPE, LLC	 	Delaware
	Cass Oil Co.	 	North Dakota
	Cedar Fails Oil Co.	 	Iowa
	Cellresin Technologies, LLC	 	Minnesota
	Erickson Petroleum Corporation	 	Minnesota
	Fairco Foods, Inc.	 	Iowa
	Fairway Foods, Inc.	 	Minnesota
	Fairway Foods of Michigan, Inc.	 	Michigan
	Fairway insurance Agency, Inc.	 	Iowa
	Fairway Retail Operations, Inc.	 	Minnesota
	Fontenelle Oii Co.	 	Nebraska
	Fort Dodge Oil Co.	 	Iowa
	Fridley SPE, LLC	 	Delaware
	Holiday Alaska, Inc.	 	Alaska
	Holiday Companies	 	Minnesota
	Holiday Diversified Services, Inc.	 	Minnesota
	Holiday SPE, LLC	 	Delaware
	Holiday Stationstores, Inc.	 	Minnesota
	Holiday/Brooklyn Park LLC	 	Minnesota
	Holiday/Gorman LLC	 	Minnesota
	Holiday/LaCrosse LLC	 	Minnesota
	Holiday/Maple Grove LLC	 	Minnesota
	Holiday/Minot LLC	 	Minnesota
	Holiday/Rogers LLC	 	Minnesota
	Independent Diversified Transportation, Inc.	 	Minnesota
	Indianhead Oil Co., Inc.	 	Wisconsin
	Innovative Technologies, Inc.	 	Minnesota
	Ironwood Oil Co.	 	Michigan
	Lyndale Terminal Co.	 	Minnesota
	Newport Terminal Corporation	 	Minnesota
	Northstar Petroleum, Inc.	 	Washington
	Paladin Technologies, Inc.	 	Minnesota
	Peshtigo S F Food Corporation	 	Wisconsin
	Plymouth SPE, LLC	 	Delaware
	Rocky Mountain Oil, Inc.	 	Montana
	Spencer Oil Co.	 	Iowa
	World Wide Ex-lrri, Inc.	 	Minnesota
	World Wide SPE, LLC	 	Delaware
	World Wide, Inc.	 	Minnesota







Schedule 5.6

To Loan and Security Agreement 


ENCUMBRANCES  


(Gander Mountain Company)  



        1.     Noncompetition
Agreement dated May 16, 1996 between Cabela's Incorporated, Gander Mountain, Inc. and GMO, Inc. (assumed by and currently applicable
to Borrower). This Agreement restricts the use of certain of Borrower's trademarks, which are Collateral, in connection with any "Direct Marketing Business" (as defined in the Noncompetition
Agreement). 





Schedule 5.7

To Loan and Security Agreement 


INDEBTEDNESS  


(Gander Mountain Company) 


Outstanding Letters of Credit  



	Beneficiary
 
	 	Amount

	I. Documentary Import	 	 
	MB Sport LLC	 	119,419
	MB Sport LLC	 	976,583
	MB Sport LLC	 	23,640
	MB Sport LLC	 	231,266
	Yuong Lee Industries (PTE) LTD.	 	18,926
	Seatoman Far East Limited	 	132,159
	Foreign Sources, LTD.	 	45,542
	Foreign Sources, LTD.	 	20,704
	Foreign Sources, LTD.	 	218,916
	 	 	

	 	 	1,787,155
	II. Standby	 	 
	Connecticut General Life Insurance Co.	 	1,190,000








Schedule 5.8

To Loan and Security Agreement 


INSURANCE POLICIES  


(Gander Mountain Company)  



	Carrier/Policy Number
 
	 	Coverage
	 	Effective Date
	 	Expiration Date

	

American international

WC5211079	
 	

Workers' Compensation'	
 	

04/01/2003	
 	

04/01/2004
	

American International

WC5211080	
 	

Workers Compensation-WI	
 	

04/01/2003	
 	

04/01/2004
	

American International

GL6128520	
 	

General Liability	
 	

04/01/2003	
 	

04/01/2004
	

American International

AL6611970	
 	

Auto Liability	
 	

04/01/2003	
 	

04/01/2004
	

Affiliated FM Insurance

Company

EF950	
 	

Property	
 	

05/01/2003	
 	

05/01/2004
	

Great American Insurance Co.

CRP2171212	
 	

Crime	
 	

05/01/2003	
 	

05/01/2004
	

AIG-American International

Companies

BE2987856	
 	

Umbrella	
 	

04/01/2003	
 	

04/01/2004
	

Zurich

AEC 930345301	
 	

Excess Liability	
 	

04/01/2003	
 	

04/01/2004
	

USAIG

360AC-614667	
 	

Aircraft	
 	

04/01/2003	
 	

04/01/2004
	

National Union Fire Ins. Co.

of Pittsburgh

459 34 97	
 	

D&O	
 	

07/27/2003	
 	

07/27/2004
	

Federal Insurance Company

8141-45-81	
 	

Fiduciary	
 	

01/01/2003	
 	

01/01/2004







Schedule 5.14

To Loan and Security Agreement  


TAXES  


(Gander Mountain Company)  


        None 





Schedule 5.18

To Loan and Security Agreement 


LITIGATION  


(Gander Mountain Company)  


        The following are suits, actions, proceedings or investigations that are pending or threatened by or against the Borrower (excluding workers' compensation and
internal investigations of employee complaints), none of which, if determined against the Borrower, would have a material adverse effect upon the Borrower's financial condition or ability to conduct
its business: 



	Employment Matters
	1.	 	Trone o/b/o Klinedinst v. Gander Mountain Company

York, PA #215

Pennsylvania Human Relations Commission

Sex discrimination and retaliation

Answered July 7, 2003
	

2.	
 	

Rose v. Gander Mountain Company

Grandville, MI #168

Michigan Department of Civil Rights

Disability discrimination

Answer due January 5, 2004
	
 Enforcement Action
	

1.	
 	

Pending OSHA Citation

Tonawanda, NY #251

New York Department of Labor

Not yet issued

Believed to involve hazardous materials communication and training
	

2.	
 	

Report of Violation

Franklin, WI #122

Bureau of Alcohol, Tobacco, Firearms and Explosives ("ATFE")

November 26, 2003

ATFE audit in April 2003 allegedly found irregularities in firearm record keeping and transfers; meeting on December 17, 2003 in Milwaukee, Wisconsin.
	

3.	
 	

Pending Report of Violation

Utica, Ml #171

ATFE

Not yet issued

ATFE audit in October—November 2003 allegedly found irregularities in firearm record keeping and transfers.
	

 	
 	

 







	
General Liability Matters
	

1.	
 	

Johnson v. Gander Mountain, L.L.C,

Brookfield, WI Store #120

Milwaukee County, Wisconsin Circuit Court

Products Liability Claim

Settled
	

2.	
 	

Threatened Litigation:

Karl Lucas v. Gander Mountain Company Taylor, MI

Store #175

Personal Injury

File closed
	

3.	
 	

Ottinger v. Gander Mountain Co.

Portage, Ml #176

Kalamazoo County, Michigan Circuit Court Products liability

Discovery pending
	

4.	
 	

Soltis v. Gander Mountain Co., et al.

Twinsburg, OH #305

Cuyahoga County, Ohio Court of Common Pleas

Personal injury

Discovery pending. Waiting for Mediation Hearing date. Trial scheduled for February 9, 2004
	

5.	
 	

Embs v. Gander Mountain Company, et al.

U.S. District Court for the Eastern Division of the Southern District of Ohio

Patent infringement

Answer to Complaint due December 22, 2003
	
 Environmental Matters
	

1.	
 	

OSHA Citation 12741

Merrillville, IN #185

Indiana Department of Labor

Serious/Non-Serious Matters With a Total Penalty of $6,000.00

Citation is Currently Under Appeal







Schedule 5.19

To Loan and Security Agreement 


[Deleted] 





Schedule 5.24

To Loan and Security Agreement 


AFFILIATE TRANSACTIONS  


(Gander Mountain Company)  



	Transaction
 
	 	Affiliate

	Leases:	 	 
	Administration Office Space—Bloomington, MN	 	Holiday Stationstores, Inc.
	Information Systems Office Space — Bloomington, MN	 	World Wide, Inc.
	Retail Store—Burnsville, MN	 	Lyndale Terminal Co.
	Retail Store—Fridley, MN	 	Lyndaie Terminal Co.
	Retail Store—Bemidji, MN	 	Holiday Stationstores, Inc.
	Shared Administrative Services:	 	 
	Treasury, Risk Management, Banking, Tax, Legal, Human Resources and Benefits, Mailroom, PC and Telecommunication Support	 	Holiday Stationstores, Inc./ Erickson Petroleum Corporation
	Insurance:	 	 
	Premiums for All Coverages	 	Holiday Stationstores, Inc.
	Other Services Paid for on an as Needed Basis:	 	 
	Credit Card Processing, Copy Center, Company Airplane, Travel, Courier, Company Car, and other Similar Services as Appropriate	 	Holiday Stationstores, Inc./ Erickson Petroleum Corporation
	Lease Guarantees:	 	 
	Guarantee of Certain Real Estate Leases	 	Holiday Stationstores, Inc.







Schedule 5.26

To Loan and Security Agreement 


ADEQUACY OF DISCLOSURE  


(Gander Mountain Company)  


Aggregate Minimum Lease Obligations Under Operating

Leases as of December 10, 2003 (in 000s)  



	2003	 	$	18,673
	2004	 	$	24,487
	2005	 	$	24,490
	2006	 	$	24,342
	2007	 	$	23,861
	Thereafter	 	$	183,898
	 	 	

	Total:	 	$	299,751








Schedule 6.11  


Minimum Operating Cash Row and Minimum EBITDA  



	Reference Period Ending On or About:
 
	 	Operating Cash Flow Amount
	 	EBITDA

	November 29, 2003	 	 	 	 	$	13,000,000
	January 3, 2004	 	 	 	 	$	18,250,000
	January 31, 2004	 	$	1,000,000	 	$	20,000,000
	February 28, 2004	 	 	 	 	$	19,500,000
	April 3, 2004	 	 	 	 	$	19,000,000
	May 1,2004	 	 	 	 	$	12,500,000
	May 29, 2004	 	 	 	 	$	12,500,000
	July 3, 2004	 	 	 	 	$	13,500,000
	July 31, 2004	 	 	 	 	$	13,750,000
	August 28, 2004	 	 	 	 	$	13,250,000
	October 2, 2004	 	 	 	 	$	14,750,000
	October 30, 2004	 	 	 	 	$	17,500,000
	November 27, 2004	 	 	 	 	$	20,000,000
	January 1, 2004	 	 	 	 	$	25,250,000
	January 29, 2005	 	$	3,000,000	 	$	26,000,000
	February 26, 2005	 	 	 	 	$	26,000,000
	April 2, 2005	 	 	 	 	$	26,000,000
	April 30, 2005	 	 	 	 	$	26,000,000
	May 28, 2005	 	 	 	 	$	26,000,000
	July 2, 2005	 	 	 	 	$	26,000,000
	July 30, 2005	 	 	 	 	$	26,000,000
	August 27,2005	 	 	 	 	$	26,000,000
	October 1, 2005	 	 	 	 	$	26,000,000
	October 29, 2005	 	 	 	 	$	26,000,000
	November 26, 2005	 	 	 	 	$	26,000,000
	December 31, 2005	 	 	 	 	$	26,000,000
	January 28, 2006	 	$	5,000,000	 	$	26,000,000
	February 25, 2006	 	 	 	 	$	26,000,000
	April 1, 2006	 	 	 	 	$	26,000,000
	April 29, 2006	 	 	 	 	$	26,000,000
	May 27, 2006	 	 	 	 	$	26,000,000
	July 1, 2006	 	 	 	 	$	26,000,000
	July 29, 2006	 	 	 	 	$	26,000,000
	August 26, 2006	 	 	 	 	$	26,000,000
	September 30, 2006	 	 	 	 	$	26,000,000
	October 28, 2006	 	 	 	 	$	26,000,000
	November 25, 2006	 	 	 	 	$	26,000,000
	December 30, 2006	 	 	 	 	$	26,000,000
	January 27, 2007	 	$	7,000,000	 	$	26,000,000
	February 28, 2007	 	 	 	 	$	26,000,000
	March 31, 2007	 	 	 	 	$	26,000,000
	April 30, 2007	 	 	 	 	$	26,000,000
	May 31, 2007	 	 	 	 	$	26,000,000
	June 30, 2007	 	 	 	 	$	26,000,000







Schedule 8.2

To Loan and Security Agreement 


CREDIT CARD ARRANGEMENTS  


(Gander Mountain Company)  



	Type of Credit Card
 
	 	Name of Agreement
	 	Date of Agreement

	Visa	 	US Bank Merchant Member Agreement	 	January 1, 1999
	

MasterCard	
 	

US Bank Merchant Member Agreement	
 	

January 1, 1999
	

American Express	
 	

Agreement for American Express Card Acceptance	
 	

April 19,1995
	

Discover	
 	

Merchants Services Agreement	
 	

August 23, 1985
	

Holiday	
 	

Oral Agreement	
 	

December, 1996
	

Visa and MasterCard	
 	

Merchant Processing Agreement NOVA Information System, Inc. (Internet gift certificates)	
 	

October, 2001








Schedule 8.1

To Loan and Security Agreement

(Page 1 of 4) 


DDA's

(Gander Mountain Company)  



	Control Bank Account

US Bank
 Commercial Customer Service

9633 Lyndale Avenue South

Bloomington, MN 55420

Main Office Account	 	XXXXXXX

  

(612) 973-5420	 	Bank One Indiana-Depository

(ACH'd Daily to US Bank

Depository Acct)
 Judy Vretenar-WI contact

111 E. Wisconsin Ave

Milwaukee, WI 53202

 

185,187	 	XXXXXXX

 

(414) 765-2135
	
Cash Disbursements-ZBA

(Funded by Control Acct)

US Bank
 Commercial Customer Service

9633 Lyndale Avenue South

Bloomington, MN 55420

Main Office Account	
 	
XXXXXXX

  

(612) 973-5420	
 	
Bank One Ohio-Depository

Acct)

(ACH'd Daily to US Bank

Depository Acct)
 Judy Vretenar-WI contact

111 E. Wisconsin Ave

Milwaukee, WI 53202

 

192, 194, 303, 304, 305	
 	
XXXXXXX

  

(414) 765-2135
	
Payroll-ZBA

(Funded by Control Acct)

US Bank
 Commercial Customer Service

9633 Lyndale Avenue South

Bloomington, MN 55420

Main Office Account	
 	
XXXXXXX

 

(612) 973-5420	
 	
Fifth Third-Depository

(ACH'd Daily to US Bank

Depository Acct)
 Jennifer Bogner

111 Lyons Street MD: RMOBGC

Grand Rapids, MI 49503

  

168, 173, 176, 178, 179	
 	
XXXXXXX

 

(616) 653-5706
	
Firearm Purchase ZBA

(Funded by Control Acct)

US Bank
 Commercial Customer Service

9633 Lyndale Avenue South

Bloomington, MN 55420

Main Office Account	
 	
XXXXXXX

  

(612) 973-5420	
 	
Williamsport National-

Depository

(ACH'd Daily to US Bank

Depository Acct)
 Sue Ellen

867 Lycoming Mall Drive

Pennsdale, PA 17756

 

216	
 	
XXXXXXX

  

(570) 546-7400







Schedule 8.1

To Loan and Security Agreement

(Page 2 of 4) 



	Store Depository-Blocked

Acct

(ZBA Acct to Control Acct

nightly)

US Bank
 Commercial Customer Service

9633 Lyndale Avenue South

Bloomington, MN 55420

  

126,132,142,145,361,363,365,366,

480,483,485,491,492,493,494,497,499	 	XXXXXXX

  

(612) 973-5420	 	Citizens National-Depository

(ACH'd Daily to US Bank

Depository Acct)
 Evelyn Lehman

736 Chambersburg Mall

Chambersburg, PA 17201

 

220	 	XXXXXXX

  

(717) 263-6401
	
Bank One Wisconsin-

Depository

(ACH'd Daily to US Bank

Depository Acct)
 Judy Vretenar-WI contact

111 E. Wisconsin Ave

Milwaukee, WI 53202

  

110,120,121,122,130,135,150,151,155	
 	
XXXXXXX

 

(414) 765-2135	
 	
National City Illinois-Depository

(ACH'd Daily to US Bank

Depository Acct)
 Nichole Alton

301 S.W. Adams Street

Locator 50-CP02-17

Peoria, IL 61602-1500

  

280,281,284	
 	
XXXXXXX

  

(309) 655-5135
	
Bank One Michigan-

Depository

(ACH'd Daily to US Bank

Depository Acct)
 Customer Service

111 E. Wisconsin Ave

Milwaukee, WI 53202

 

170,171,172,174,175,177	
 	
XXXXXXX

  

(313) 226-0040	
 	
National City Ohio-Depository

(ACH'd Daily to US Bank

Depository
 Nichole Alton

301 S.W. Adams Street

Locator 50-CP02-17

Peoria, IL 61602-1500

 

190,191,195	
 	
XXXXXXX

  

(309) 655-5135
	
National City Michigan-

Depository

(ACH'd Daily to US Bank

Depository Acct)
 Nichole Alton

301 S.W. Adams Street

Locator 50-CP02-17

Peoria, IL 61602-1500

  

169	
 	
XXXXXXX

 

(309) 655-5135	
 	

 	
 	

 







Schedule 8.1

To Loan and Security Agreement

(Page 3 of 4) 



	National City Pennsylvania-

Depository

(ACH'd Daily to US Bank

Depository Acct)
 Nichole Alton

301 S.W. Adams Street

Locator 50-CP02-17

Peoria, IL 61602-1500

  

200,202,203,204,206	 	XXXXXXX

  

(309) 655-5135	 	 	 	 
	
Commerce Bank-Depository

(ACH'd Daily to US Bank

Depository Acct)
 Kristi

2100 York Crossing Bank P.O.

Box 1923

York, PA 17405

  

215,218	
 	
XXXXXXX

  

(717) 767-7700	
 	

 	
 	

 
	
First National Community-

Depository

(ACH'd Daily to US Bank

Depository Acct)
 Gigi

102 E. Drinker Street

Dunmore, PA 18512-2491

 

210	
 	
XXXXXXX

  

(570) 348-4880	
 	

 	
 	

 
	
Northland Community Bank

(ACH'd Daily to US Bank

Control Acct)
 Peggy

1080 Paul Bunyan Dr NW

Bemidji, MN 56619

 

484	
 	
XXXXXXX

  

(218) 444-9456	
 	

 	
 	

 
	
Fleet Bank

(ACH'd Daily to Fleet Control

Acct)
 Suzanne

100 Federal Street

Boston, MA 02110

 

251,254	
 	
XXXXXXX

  

(401) 278-2944	
 	

 	
 	

 







Schedule 8.1

To Loan and Security Agreement

(Page 4 of 4) 



	Baraboo National Bank

(ACH'd Daily to US Bank

Control Acct)
 Maggie Youngquist

101 3rd Ave P O Box 50

Baraboo, WI 53913

  

152	 	XXXXXXX

  

(608) 356-7703	 	 	 	 











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AMENDMENT AGREEMENT NO. 3