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Exhibit 10.3  


 
  AMENDMENT AGREEMENT NO. 2    
    


to
that certain 


LOAN AND SECURITY AGREEMENT  


        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. 


        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 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; 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)   Section 2.1(d)
of the Loan Agreement is hereby amended by restating the first sentence thereof in its entirety as follows: 



        "The
proceeds of borrowings under the Revolving Credit shall be used to refinance existing Indebtedness and for working capital purposes, including, without limitation, inventory
purchases." 




        (b)   Section 2.18(d)(ii) of
the Loan Agreement is hereby amended by deleting the words ", except for such Issuer's gross negligence or willful misconduct". 


        (c)   Section 2.22
of the Loan Agreement is hereby amended by restating clause (b) thereof in its entirety as follows: 



        "(b) The
obligations of each Revolving Credit Lender are several and not joint. No Revolving Credit Lender shall have any obligation to make any loan or advance under the
Revolving Credit in excess of the lesser of the following: 







 



          (i)  That
Revolving Credit Lender's Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. 


         (ii)  that
Revolving Credit Lender's Maximum Revolving Credit Dollar Commitment. 




        Further,
no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving
Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender." 




        (d)   Section 3.3(a)
of the Loan Agreement is hereby amended by deleting the word "Each" at the beginning thereof and replacing it with the words "Subject to the
provisions of Section 2.22 hereof, each". 


        (e)   Section 3.4(c)
of the Loan Agreement is hereby amended by restating it in its entirety as follows: 



        "(c) The
Agent shall distribute fees paid on account of the Revolving Credit in accordance with the terms of this Agreement." 




        (f)    Section 5.6(a)(iii) of
the Loan Agreement is hereby amended by inserting the following at the end thereof: 



        ",
provided that the Borrower will pay all such taxes, assessments, charges or claims forthwith upon the commencement of proceedings to
foreclose any lien that may have attached as security therefor" 




        (g)   Section 11.9(a)
of the Loan Agreement is hereby amended by inserting the word "Lender" immediately prior to the words "or such Participant". 



        (h)   Section 13.4(d)
of the Loan Agreement is hereby amended by inserting the words "(absent any Issuer's gross negligence or willful misconduct)" immediately
following the words "each Revolving Credit Lender shall contribute". 


        (i)    Section 13.7
of the Loan Agreement is hereby amended by restated in its entirety as follows: 



        "13.7.    RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION.    The relative priorities to the
proceeds of a Liquidation are as follows: 



        (a)   To
the Agent as reimbursement for all reasonable third party costs and expenses incurred by the Agent and to Lenders' Special Counsel and to any funded reserve
established pursuant to Section 13.6(a); and then





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        (b)   To
the SwingLine Lender, on account of any SwingLine loans not converted to Revolving Credit Loans pursuant to Section 13.4(a)(i); and
then


        (c)   To
the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal balance of the Revolving Credit;  and then


        (d)   To
the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the Revolving Credit;  and then



        (e)   To
Liabilities owed to the Agent pursuant to clause (b) of the definition of Liabilities relating to cash management services; and
then


        (f)    To
the Revolving Credit Lenders (other than any Delinquent Revolving Credit Lender), pro-rata, to those fees distributable hereunder to the Revolving Credit
Lenders; and then


        (g)   To
any Delinquent Revolving Credit Lenders, pro-rata to amounts to which such Revolving Credit Lenders otherwise would have been entitled pursuant to
Sections 13.7(c), 13.7(d), 13.7(f); and then


        (h)   To
the Revolving Credit Lenders, pro-rata, to the extent of the Revolving Credit Early Termination Fee; and
then


        (i)    To
any other Liabilities." 





        (j)    Section 14.8(c)
of the Loan Agreement is hereby amended by deleting the words "The Agent" at the beginning thereof and replacing them with the words "Except as
otherwise required by the provisions of this Agreement, the Agent". 



        (k)   Section 15.5(a)
of the Loan Agreement is hereby amended by inserting after the words "Dollar Commitment," the words "Maximum Revolving Credit Dollar Commitment,". 


        (l)    Section 15.8(c)
of the Loan Agreement is hereby amended by inserting the word "reasonable" immediately prior to the words "time limits". 


        (m)  Section 19.9(a)
of the Loan Agreement is hereby amended by restating the words "Liabilities or and of the Collateral" with the words "Liabilities or any of the
Collateral". 


        (n)   SCHEDULE 5.18 to the Loan Agreement is hereby amended by restating it in its entirety as the updated  SCHEDULE 5.18 annexed 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 


3





 

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). 


        (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 Lenders. 


        (b)   the
fully executed Instrument of Accession signed by the Borrower, the Agent and General Electric Capital Corporation ("GECC"). 


        (c)   the
fully executed Revolving Credit Note in favor of GECC signed by the Borrower. 



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        (d)   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. 


        (e)   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. 




        §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. 



        (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). 



5






        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: Assistant Secretary
	

 	
 	
FLEET RETAIL FINANCE INC.,

as Agent and as a Revolving Credit Lender
	

 	
 	

By:	
 	

/s/  SALLY A. SHEEHAN      

	 	 	Name: Sally A. Sheehan

Title: Managing Director
	

 	
 	
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 AVALUJ      

	 	 	Name: Adrian Avaluj

Title: VP
	

 	
 	
WHITEHALL BUSINESS CREDIT CORPORATION, as a Revolving Credit Lender
	

 	
 	

By:	
 	

/s/  JOHN L. PALERMO      

	 	 	Name: John L. Palermo

Title: Vice Pres.







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.	 	Oliver v. Gander Mountain

Janesville, Wl Store #155

Wisconsin Department of Workforce Development, Equal Rights Division

Employment Discrimination Claim

Complaint filed December 18, 2002
	

2.	
 	

Sanders v. Gander Mountain

Swartz Creek, Ml Store #170

Michigan Department of Civil Rights

Discrimination Claim

Response to State of Concern sent February 24, 2003
	

3.	
 	

Klinedinst v. Gander Mountain

York, PA Store #215

Pennsylvania Human Relations Commission

Discrimination Claim

On-going discovery
	
General Liability Matters
	

1.	
 	

Soltis v. Gander Mountain

Twinsburg, OH Store #305

Cuyahoga County Court of Common Pleas

Personal Injury Claim

On-going discovery
	

2.	
 	

Osantowski v. Gander Mountain

Port Huron, Ml Store #179

State of Michigan, 31st Judicial District

Personal Injury Claim

On-going discovery
	
Environmental Matters

None.










Schedule 8.1

To Loan and Security Agreement  


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
	
Store Depository-Blocked Acct

(ZBA Acct to Control Acct nightly)

US Bank
 Commercial Customer Service

9633 Lyndale Avenue South

Bloomington, MN 55420	
 	

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
	126,132,142,145,361,363,365,366,480,483,485,491,492,493,494,497,499
	
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	 	 	 	 
	
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	
 	

 	
 	

 
	
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	
 	

 	
 	

 







Schedule 8.2  


[See Amendment #3]  











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AMENDMENT AGREEMENT NO. 2