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Exhibit 10.8  


 
 

SHARED SERVICES AGREEMENT
  (Holiday Companies / Gander Mountain Company)    



        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"). 


RECITALS  


        A.    Holiday
Stationstores, Inc., a subsidiary of Holiday, and Lyndale Terminal Co., an affiliate of Holiday, own substantial amounts of the issued and outstanding
stock of Gander Mountain; 


        B.    Holiday
has heretofore directly or indirectly provided certain administrative, financial, management and other services to Gander Mountain; 


        C.    On
the terms and subject to the conditions set forth herein, Gander Mountain desires to retain Holiday and its Subsidiaries (as defined below) as an independent
contractor to provide, directly or indirectly, certain of those services to Gander Mountain and its Subsidiaries, if any, after the Effective Date; and 


        D.    On
the terms and subject to the conditions set forth herein, Holiday desires to provide, directly or indirectly, such services to Gander Mountain and its Subsidiaries. 


AGREEMENTS  



        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Holiday and Gander Mountain, for themselves,
their successors and assigns, hereby agree as follows: 


ARTICLE I

DEFINITIONS  


        Section 1.01.    Definitions.    As used in this Agreement, the
following terms will have the following meanings, applicable both to the singular and the plural forms of the terms described: 


        "Actions"
has the meaning ascribed thereto in Section 4.03. 


        "Actual-Use
Billing" has the meaning ascribed thereto in Section 3.04. 


        "Agreement"
has the meaning ascribed thereto in the preamble hereto, as such agreement may be amended and supplemented from time to time in accordance with its terms. 



        "Common
Stock" means the common stock, $0.01 par value per share, of Gander Mountain and any other class of Gander Mountain capital stock representing the right to vote generally for the
election of directors. 


        "Effective
Date" has the meaning ascribed thereto in the preamble to this Agreement. 


        "Gander
Mountain" has the meaning ascribed thereto in the preamble hereto. 


        "Gander
Mountain Entities" means Gander Mountain and its Subsidiaries and "Gander Mountain Entity" shall mean any of the Gander Mountain Entities. 


        "Gander
Mountain Indemnified Person" has the meaning ascribed thereto in Section 4.04. 


        "Holiday"
has the meaning ascribed thereto in the preamble hereto. 


        "Holiday
Entities" means Holiday and Subsidiaries of Holiday and "Holiday Entity" shall mean any of the Holiday Entities. 





 

        "Holiday
Indemnified Person" has the meaning ascribed thereto in Section 4.02. 


        "Pass-Through
Billing" has the meaning ascribed thereto in Section 3.03. 


        "Payment
Date" has the meaning ascribed thereto in Section 3.05. 


        "Person"
means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, government (and any department or agency thereof)
or other entity. 


        "Schedule
I" means the schedule hereto that lists the Services to be provided by Holiday to Gander Mountain and sets forth the related fees or billing methodology. 


        "Service
Costs" has the meaning ascribed thereto in Section 3.01. 


        "Services"
has the meaning ascribed thereto in Section 2.01. 


        "Subsidiary"
means, as to any Person, any corporation, association, partnership, joint venture or other business entity of which more than 50% of the voting capital stock or other voting
ownership interests is owned or controlled directly or indirectly by such Person or by one or more of the Subsidiaries of such Person or by a combination thereof. Subsidiary, when used with respect to
Holiday or Gander Mountain, shall also include any other entity affiliated with Holiday or Gander Mountain, as the case may be, that Holiday and Gander Mountain may hereafter agree in writing shall be
treated as a "Subsidiary" for the purposes of this Agreement. Gander Mountain shall not be deemed to be a Subsidiary of Holiday for purposes of this Agreement. 


        Section 1.02.    Internal References.    Unless the context
indicates otherwise, references to Articles, Sections and paragraphs shall refer to the corresponding articles, sections and paragraphs in this Agreement and references to the parties shall mean the
parties to this Agreement. 


ARTICLE II

PURCHASE AND SALE OF SERVICES  


        Section 2.01.    Purchase and Sale of Services.    (a) On the
terms and subject to the conditions of this Agreement and in consideration of the Service Costs described below, Holiday agrees to provide to Gander Mountain, or procure the provision to Gander
Mountain of, and Gander Mountain agrees to purchase from Holiday, the services described in Schedule I (the "Services"). Unless otherwise specifically agreed by Holiday and Gander Mountain, the
Services to be provided or procured by Holiday hereunder shall be substantially similar in scope, quality, and nature to those provided to, or procured on behalf of, the Gander Mountain Entities prior
to the Effective Date. 


        (b)   It
is understood that (i) Services to be provided to Gander Mountain under this Agreement will, at Gander Mountain's request, be provided to Subsidiaries of
Gander Mountain and (ii) Holiday may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries to provide or procure such Services. With respect
to Services provided to, or procured on behalf of, any Subsidiary of Gander Mountain, Gander Mountain agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such Services. 


        Section 2.02.    Additional Services.    In addition to the
Services to be provided or procured by Holiday pursuant to Section 2.01, if requested by Gander Mountain, and to the extent that Holiday and Gander Mountain may mutually agree, Holiday shall
provide additional services (including services not provided by Holiday to the Gander Mountain Entities prior to the Effective Date) to Gander Mountain. The scope of any such services, as well as the
term, costs, and other terms and conditions applicable to such services, shall be as mutually agreed by Holiday and Gander Mountain. 


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ARTICLE III

SERVICE COSTS; OTHER CHARGES  


        Section 3.01.    Service Costs Generally.    Schedule I
indicates, with respect to each Service listed therein, either a fixed fee for such Service or a methodology for determining such fees. All such fees are collectively referred to herein as the
"Service Costs". Gander Mountain agrees to pay to Holiday in the manner set forth in Section 3.05 the Service Costs applicable to each of the Services provided by Holiday. 


        Section 3.02.    Fixed Fees.    Where a fixed fee has been set
forth in the Schedule for a Service, such fee shall be reviewed every six months during the term of this Agreement and such fee shall be adjusted through the mutual agreement of the parties based upon
an increase or reduction in Services applicable thereto. 


        Section 3.03.    Pass-Through Billing
Methodology.    The costs of Services determined by the pass-through billing method ("Pass-Through Billing") shall be equal to the third-party
costs and expenses incurred by Holiday or any of its Subsidiaries on behalf of any Gander Mountain Entity. If Holiday incurs costs or expenses on behalf of Gander Mountain or any of its Subsidiaries
as well as other businesses operated by Holiday, Holiday will allocate any such costs or expenses in good faith between the various businesses on behalf of which such costs or expenses were incurred
as Holiday shall determine in the exercise of Holiday's reasonable judgment. Holiday shall apply usual and accepted accounting conventions in making such allocations and Holiday or its agents shall
keep and maintain such books and records as may be reasonably necessary to make such allocations. Holiday shall make copies of such books and records available to any Gander Mountain Entity upon
request and with reasonable notice. 


        Section 3.04.    Actual-Use Billing.    The costs
of Services determined by the actual-use billing method ("Actual-Use Billing") (such Services consisting exclusively of aircraft services) shall be based upon actual flight
hours obtained from flight logs multiplied by $1,000.00 per hour (an estimated market rate), which rate is subject to annual adjustment upon mutual agreement of the parties. 


        Section 3.05.    Invoicing and Settlement of Costs.    (a)
Holiday will invoice or notify Gander Mountain on a monthly basis (not later than the fifth day of each month), in a manner substantially consistent with the billing practices used in connection with
services provided to the Gander Mountain Entities prior to the
Effective Date (except as otherwise agreed), of the Service Costs. In connection with the invoicing described in this Section 3.05(a), Holiday will provide to Gander Mountain the same billing
data and level of detail as it customarily provided to the Gander Mountain Entities prior to the Effective Date and as it customarily provides to other businesses operated by Holiday and such other
data for Gander Mountain's review as may be reasonably requested by Gander Mountain. 


        (b)   Gander
Mountain agrees to pay on or before five (5) days after the date on which Holiday invoices or notifies Gander Mountain of the Service Costs after the
Effective Date (or the next Business Day, if such day is not a Business Day) (each, a "Payment Date"). If Gander Mountain fails to pay any monthly payment (except for legitimately contested invoiced
amounts) within forty-five (45) days of the relevant Payment Date, Gander Mountain shall be obligated to pay, in addition to the amount due on such Payment Date, interest on such
amount at the prime, or the best rate announced by U.S. Bank National Association, or its successor, plus 3% per annum compounded monthly from the relevant Payment Date through the date of payment. 


ARTICLE IV

THE SERVICES  


        Section 4.01.    General Standard of Service.    Except as
otherwise agreed with Gander Mountain or described in this Agreement, and provided that Holiday is not restricted by contract with third parties or by applicable law, Holiday agrees that the nature,
quality, and standard of care applicable to the delivery of the Services hereunder will be substantially the same as that of the Services which Holiday provides from time to time throughout its
businesses; provided that in no event shall such standard of care be less than the standard of care that Holiday has customarily provided to the Gander Mountain Entities with respect to the relevant
Service prior to the Effective Date. 


        Section 4.02.    Limitation of Liability.    Gander Mountain
agrees that none of Holiday and its Subsidiaries 


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and
their respective directors, officers, agents, and employees (each, a "Holiday Indemnified Person") shall have any liability, whether direct or indirect, in contract or tort or otherwise, to Gander
Mountain for or in connection with the Services rendered or to be rendered by any Holiday Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any Holiday Indemnified
Person's actions or inactions in connection with any such Services or transactions, except for damages which have resulted from such Holiday Indemnified Person's gross negligence or willful misconduct
in
connection with any such Services, actions or inactions or from any breach by Holiday of any of its covenants under this Agreement. 


        Section 4.03.    Indemnification of Holiday by Gander
Mountain.    Gander Mountain agrees to indemnify and hold harmless each Holiday Indemnified Person from and against any damages, and to reimburse each Holiday
Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation, whether or not in connection
with pending or threatened litigation and whether or not any Holiday Indemnified Person is a party (collectively, "Actions"), arising out of or in connection with Services rendered or to be rendered
by any Holiday Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any Holiday Indemnified Person's actions or inactions in connection with any such Services or
transactions; provided that Gander Mountain will not be responsible for any damages of any Holiday Indemnified Person that have resulted from (a) such Holiday Indemnified Person's gross
negligence or willful misconduct in connection with any of the advice, actions, inactions, or Services referred to above or (b) a breach by Holiday of any of its covenants under this Agreement. 


        Section 4.04.    Indemnification of Gander Mountain by
Holiday.    Holiday agrees to indemnify and hold harmless Gander Mountain and its Subsidiaries and their respective directors, officers, agents, and employees (each,
a "Gander Mountain Indemnified Person") from and against any damages, and will reimburse each Gander Mountain Indemnified Person for all reasonable expenses as they are incurred in investigating,
preparing, or defending any Action, arising out of or in connection with the gross negligence or willful misconduct of any Holiday Indemnified Person in connection with the Services rendered or to be
rendered pursuant to this Agreement or the transactions contemplated hereby or any breach by Holiday of any of its covenants under this Agreement. 


ARTICLE V

TERM AND TERMINATION  


        Section 5.01.    Term.    Except as otherwise provided in this
Article V or in Section 6.05 or as otherwise agreed in writing by the parties, this Agreement shall have an initial term of one (1) year from the Effective Date, and will be
renewed automatically thereafter for successive one-year terms unless either Gander Mountain or Holiday elects not to renew this Agreement upon not less than ninety (90) days
written notice. 


        Section 5.02.    Termination.    (a) Gander Mountain or Holiday
may from time to time terminate this Agreement with respect to one or more of the Services, in whole or in part, upon giving at least ninety (90) days prior notice to the other party. 



        (b)   Holiday
may terminate any affected Service at any time if Gander Mountain shall have failed to perform any of its material obligations under this Agreement relating to
such Service, Holiday has notified Gander Mountain in writing of such failure, and such failure shall have continued for a period of sixty (60) days after receipt by Gander Mountain of notice
of such failure. 


        (c)   Gander
Mountain may terminate any affected Service at any time if Holiday shall have failed to perform any of its material obligations under this Agreement relating to
such Service, Gander Mountain has notified Holiday in writing of such failure, and such failure shall have continued for a period of sixty (60) days after receipt by Holiday of notice of such
failure. 


        Section 5.03.    Effect of Termination.    (a) Other than as
required by law, upon termination of any Service pursuant to Section 5.01 or Section 5.02, and upon termination of this Agreement in accordance with its terms, Holiday will have no
further obligation to provide the terminated Service (or any Service, in the case of termination of this Agreement) and Gander Mountain will have no obligation to pay any fees relating to such
Services or make any other payments hereunder; provided that notwithstanding such termination, (i) Gander Mountain shall remain liable to Holiday for fees owed and payable in respect of
Services provided prior to the effective date of the 


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termination,
and (ii) the provisions of Articles IV, V and VI shall survive any such termination. 


        (b)   Following
termination of this Agreement with respect to any Service, Holiday and Gander Mountain agree to cooperate in providing for an orderly transition of such
Service to Gander Mountain or to a successor service provider. 


ARTICLE VI

MISCELLANEOUS  


        Section 6.01.    Prior Agreements.    In the event there is any
conflict between the provisions of this Agreement, on the one hand, and provisions of prior services agreements among Holiday or its Subsidiaries and any of the Gander Mountain businesses (the "Prior
Agreements"), on the other hand, the provisions of this Agreement shall govern and such provisions in the Prior Agreements are deemed to be amended so as to conform with this Agreement. 


        Section 6.02.    Future Litigation and Other Proceedings.    In
the event that Gander Mountain (or any of its officers or directors) or Holiday (or any of its officers or directors) at any time after the date hereof initiates or becomes subject to any litigation
or other proceedings before any governmental authority or arbitration panel with respect to which the parties have no prior agreements (as to indemnification or otherwise), the party (and its officers
and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other party's expense, with any reasonable requests by the other party for
assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of employees as witnesses). In the event that Gander Mountain (or
any of its officers or directors) and Holiday (or any of its officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any
governmental authority or arbitration panel with respect to which the parties have no prior agreements (as to indemnification or otherwise), each party (and its officers and directors) shall, at their
own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and
shall comply, at the expense of the requesting party, with any reasonable requests of the other party for assistance in connection therewith (including by way of provision of information and making
available of employees as witnesses). 


        Section 6.03.    No Agency.    Nothing in this Agreement shall
constitute or be deemed to constitute a partnership or joint venture between the parties hereto or constitute or be deemed to constitute any party the agent or employee of the other party for any
purpose whatsoever and neither party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose. 



        Section 6.04.    Subcontractors.    Holiday may hire or engage
one or more subcontractors to perform all or any of its obligations under this Agreement; provided that Holiday will in all cases remain primarily responsible for all obligations undertaken by it in
this Agreement with respect to the scope, quality and nature of the Services provided to Gander Mountain. 


        Section 6.05.    Force Majeure.    (a) For purposes of this
Section, "force majeure" means an event beyond the control of either party, which by its nature could not have been foreseen by such party, or, if it could have been foreseen, was unavoidable, and
includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared)
and failure of energy sources. 


        (b)   Neither
party shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such
obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure, provided always that such party shall have exercised all due diligence to minimize to the
greatest extent possible the effect of force majeure on its obligations hereunder. 


        (c)   Promptly
on becoming aware of force majeure causing a delay in performance or preventing performance of any obligations imposed by this Agreement (and termination of
such delay), the party affected shall give written notice to the other party giving details of the same, including particulars of the actual and, if applicable, estimated continuing effects of such
force majeure on the obligations of the party whose performance is prevented or 


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delayed.
If such notice shall have been duly given, any actual delay resulting from such force majeure shall be deemed not to be a breach of this Agreement, and the period for performance of the
obligation to which it relates shall be extended accordingly, provided that if force majeure results in the performance of a party being delayed for a period which causes a material and continuing
impact on the conduct of the business of the other party (but in no event less than 14 days), such other party shall have the right to terminate this Agreement with respect to any Service
effected by such delay forthwith by written notice. 


        Section 6.06.    Entire Agreement.    This Agreement (including
the Schedules constituting a part of this Agreement) and any other writing signed by the parties that specifically references this Agreement constitute the entire agreement among the parties with
respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof. This
Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. 


        Section 6.07.    Information.    Subject to applicable law and
privileges, each party hereto covenants and agrees to provide the other party with all information regarding itself and transactions under this Agreement that the other party reasonably believes are
required to comply with all applicable federal, state, county and local laws, ordinances, regulations and codes, including, but not limited to, securities laws and regulations. 


        Section 6.08.    Confidential Information.    Gander Mountain
and Holiday hereby covenant and agree to hold in trust and maintain confidential all Confidential Information relating to the other party. "Confidential Information" shall mean all information
disclosed by either party to the other in connection with this Agreement whether orally, visually, in writing or in any other tangible form, and includes, but is not limited to, economic and business
data, business plans, and the like, but shall not include (i) information which becomes generally available other than by release in violation of the provisions of this Section 6.08,
(ii) information which becomes available on a non-confidential basis to a party from a source other than the other party to this Agreement provided the party in question reasonably
believes that such source is not or was not bound to hold such information confidential, (iii) information acquired or developed independently by a party without violating this
Section 6.08 or any other confidentiality agreement with the other party and (iv) information that any party hereto reasonably believes it is required to disclose by law, provided that
it first notifies the other party hereto of such requirement and allows such party a reasonable opportunity to seek a protective order or other
appropriate remedy to prevent such disclosure. Without prejudice to the rights and remedies of either party to this Agreement, a party disclosing any Confidential Information to the other party in
accordance with the provisions of this Agreement shall be entitled to equitable relief by way of an injunction if the other party hereto breaches or threatens to breach any provision of this
Section 6.08. 


        Section 6.09.    Notices.    Any notice, instruction, direction
or demand under the terms of this Agreement required to be in writing will be duly given upon delivery, if delivered by hand, overnight receipted carrier, or mail, to the following addresses: 



	(a)
	If
to Gander Mountain, to: 




Gander
Mountain Company

4567 American Boulevard West

Bloomington, MN 55437

Attention: VP Finance and Administration 


with
a copy to: 


Gander
Mountain Company

4567 American Boulevard West

Bloomington, MN 55437

Attention: Legal Department 



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	(b)
	If
to Holiday, to: 




Holiday
Companies

4567 American Boulevard West

Bloomington, MN 55437

Attention: Corporate Controller 


with
a copy to: 



Holiday
Companies

4567 American Boulevard West

Bloomington, MN 55437

Attention: Legal Department 




or
to such other addresses or telecopy numbers as may be specified by like notice to the other parties. 


        Section 6.10.    Governing Law and Dispute Resolution.    This
Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of Minnesota. If either party is not satisfied with the other party's performance of its
obligations under this Agreement, a written description of the problem shall be provided to the executive financial management of the offending party by the executive financial management of the
aggrieved party, and both parties shall use good faith efforts to resolve the problem before bringing any legal action. 


        Section 6.11.    Severability.    If any provision of this
Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the
particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly. 



        Section 6.12.    Amendment.    This Agreement may only be
amended by a written agreement executed by both parties hereto. 


        IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives. 



	

HOLIDAY COMPANIES	
 	

GANDER MOUNTAIN COMPANY
	

By:	
 	

/s/  RONALD A. ERICKSON      
 Ronald A. Erickson, CEO	
 	

By:	
 	

/s/  MARK R. BAKER      
 Mark R. Baker, CEO & President




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   SCHEDULE I

TO SHARED SERVICES AGREEMENT 


Services  



	•
	Financial
analysis and special project services, comparable to services provided to Gander Mountain by Holiday prior to the Effective Date. 




        Fixed
monthly fee of $6,250.00. 



	•
	Daily
cash management services, comparable to services provided to Gander Mountain by Holiday prior to the Effective Date. 




        Fixed
monthly fee of $2,000.00. 



	•
	Insurance-related
services, comparable to services provided to Gander Mountain by Holiday prior to the Effective Date, including



	•
	insurance
procurement services



	•
	claims
handling support 







        Fixed
monthly fee of $4,000.00, plus Pass-Through Billing amount related to actual premiums. 



	•
	Office
administrative services, comparable to services provided to Gander Mountain by Holiday prior to the Effective Date, including



	•
	maintenance
services, including janitorial 







        Fixed
monthly fee of $6,750.00. 



	•
	Human
resources, tax assistance and benefits administrative services, comparable to services provided to Gander Mountain by Holiday prior to the Effective Date, including



	•
	income
tax return filing



	•
	benefit
plan consultation 







        Fixed
monthly fee of $8,250.00. 



	•
	Mailroom
and copy center services, comparable to services provided to Gander Mountain by Holiday prior to the Effective Date. 






        Fixed
monthly fee of $8,000.00, plus Pass-Through Billing amount relating to actual usage. 



	•
	Information
and technology systems services, comparable to services provided to Gander Mountain by Holiday prior to the Effective Date, including



	•
	P.C.
and network support services



	•
	telecommunication
design, support and usage



	•
	help
desk services 







        Fixed
monthly fee of $30,750.00. 



	•
	Legal
services comparable to services provided to Gander Mountain by Holiday's in-house legal department prior to the Effective Date. 




        Fixed
monthly fee of $30,000.00 


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	•
	Flight
services comparable to services provided to Gander Mountain by Holiday prior to the Effective Date. 






        Fee
determined through Actual-Use Billing. 



	•
	Credit
card processing services, comparable to services provided to Gander Mountain by Holiday prior to the Effective Date. 




        Fee
determined through actual number of credit card transactions billed at $0.04 per transaction. 



	•
	Miscellaneous
services involving joint billing through Holiday, including courier, office supplies, cell phone charges, and vehicle charges. 




        Fee
determined through Pass-Through Billing. 


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SHARED SERVICES AGREEMENT (Holiday Companies / Gander Mountain Company)