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SECOND AMENDMENT TO
THIRD AMENDED
AND RESTATED
REVOLVING CREDIT
AND
TERM LOAN AGREEMENT
BY AND BETWEEN
GANDER MOUNTAIN, INC.,
as Borrower
AND
BANK ONE, MILWAUKEE, NA
FIRSTAR BANK MILWAUKEE, N.A.
LASALLE NATIONAL BANK,
NBD BANK (formerly known as NBD BANK, N.A.), and
HARRIS TRUST AND SAVINGS BANK
as Banks
AND
BANK ONE, MILWAUKEE, NA,
as Agent
November 17, 1995
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EXHIBIT 10.10
SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND
TERM LOAN AGREEMENT (this "Second Amendment") is made as of the 17th day of
November, 1995, by and between BANK ONE, MILWAUKEE, NA, as Bank and agent for
the Banks, FIRSTAR BANK MILWAUKEE, N.A., LASALLE NATIONAL BANK, NBD BANK,
formerly known as NBD BANK, N.A. and HARRIS TRUST AND SAVINGS BANK, as Banks,
and GANDER MOUNTAIN, INC., a Wisconsin corporation, as Borrower.
R E C I T A L S
WHEREAS, pursuant to a Third Amended and Restated Revolving Credit and
Term Loan Agreement (the "Third Amended Agreement") dated as of November 22,
1994 and amended by First Amendment to Third Amended and Restated Revolving
Credit and Term Loan Agreement (the "First Amendment") dated August 18, 1995
(collectively, the "Loan Agreement"), the Banks made available to Borrower
credit facilities aggregating up to a maximum amount of One Hundred Million
Dollars ($100,000,000.00); and
WHEREAS, Borrower is in default under section 8.1(m) of the Loan
Agreement requiring that prior to opening a new retail store Borrower and its
Subsidiaries shall have delivered to Banks (i) a copy of the executed lease for
the retail store, (ii) an executed Collateral Assignment of the Lease and an
executed Landlord Waiver, Consent, Agreement and Certificate ("Landlord
Waiver"), (iii) a certificate of insurance, and (iv) financing statements; and
WHEREAS, Borrower is in default under section 7.1(a)(5) of the Loan
Agreement requiring that Borrower deliver an Officer's Certificate in that
Borrower has failed to deliver the Officer's Certificate required to be
delivered with Borrower's quarterly financial statements for Borrower's fiscal
quarter ending on September 30, 1995; and
WHEREAS, Borrower has agreed to cure the foregoing defaults by delivering
the Leases, Collateral Assignments, insurance certificates, financing
statements and Officer's Certificate on the date hereof and by delivering the
Landlord Waivers on or before December 15, 1995; and
WHEREAS, Borrower is in default under sections 7.1(i) (Consolidated
Tangible Net Worth) and 7.1(n) (Profitability) of the Loan Agreement and
Borrower believes that as of the end of its fiscal month for November 1995,
Borrower may be in default under section 7.1(k) (Consolidated Leverage Ratio)
of the Loan Agreement; and
WHEREAS, Borrower has requested that Banks provide a waiver
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of the defaults under sections 7.1(i), 7.1(k) and 7.1(n) described above in
order to allow Borrower to further analyze its financial condition and provide
additional information to the Banks to serve as a basis for further discussion;
and
WHEREAS, Banks are willing to give such waiver but only if Borrower
reduces its outstanding loan balances and otherwise complies with the terms of
this Second Amendment; and
WHEREAS, this Second Amendment restates, amends and supersedes the waiver
letters between Borrower and the Banks dated October 30, 1995 and November 8,
1995.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
agreements set forth herein and in the Loan Agreement and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Definitions. (a) Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Loan Agreement.
(b) The term "Customer" as used in the Loan Agreement and this
Second Amendment shall include purchasers of goods from the retail stores and
the catalog business of Borrower, GRS or GMO.
2. Waiver. (a) Banks temporarily waive the defaults under sections
7.1(i), 7.1(k) and 7.1(n) of the Loan Agreement previously disclosed to Banks
for the period from the date hereof until December 15, 1995 (the "Waiver
Period") and temporarily waive the default caused by Borrower's failure to
deliver Landlord Waivers for the period from the date hereof until December 15,
1995. The waiver does not extend beyond December 15, 1995 and Banks do not
waive any other default or any increase in the level of noncompliance with
sections 7.1(i), 7.1(k) and 7.1(n) of the Loan Agreement. The Banks reserve
the right to exercise any rights and remedies available to Agent or any Bank
prior to December 15, 1995 if any other default comes to the attention of Banks
or if any information comes to the Banks' attention showing that Borrower's
level of noncompliance with section 7.1(i), 7.1(k) or 7.1(n) is greater than
that previously disclosed to Banks.
(b) Borrower shall pay a waiver fee to Banks in the amount of Two
Hundred and Fifty Thousand Dollars ($250,000), which fee shall be earned upon
execution of this Second Amendment. Such fee shall be due and payable in full
on the earliest of (i) the date that Borrower, GRS or GMO closes or receives
any payment or
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other consideration or benefit by reason of a sale of all or part of GRS, GMO
or the assets of Borrower, GRS or GMO (other than the sale of inventory in the
ordinary course of business or the sale of obsolete equipment that is replaced
with similar equipment in the ordinary course of business), (ii) the date
Borrower, GRS or GMO closes or receives any payment or other consideration or
benefit by reason of the sale of stock of Borrower by Borrower or any other
provision of capital to the Borrower, whether by subordinated loan, equity
investment or otherwise (collectively, the "Injection of Capital"), or (iii)
the date Borrower pays any of the Loans, other than payments on the Revolving
Credit Loans in the ordinary course of business and other than the scheduled
payments due on the Term Loans on March 1, 1996, June 1, 1996, September 1,
1996 and December 1, 1996.
3. LIBOR Based Borrowings. The option of Borrower to elect that any
portion of the outstanding balance of the Loans bear interest at a LIBOR rate
of interest is no longer available. All existing LIBOR Based Borrowings shall
continue to bear interest at the existing LIBOR rate until the end of the
applicable LIBOR Interest Periods. As to all other outstanding balances, and
as to all outstanding balances after the end of any applicable LIBOR Interest
Period:
(a) Deletion of Libor Definitions. The following sections of the
Loan Agreement are deleted: 1.51, 1.56 and 1.57.
(b) Term Loan Interest Rate. Section 2.1.1 of the Loan Agreement
is amended in its entirety to read as follows:
"2.1.1 Interest Rate. The Term Loans shall bear interest in the
case of Bank One at the Reference Rate, floating daily, and in the case
of Harris, LaSalle, Firstar and NBD at the Prime Rate, floating daily,
until maturity."
(c) Term Loan Payments. The first sentence of Section 2.1.2 of the
Loan Agreement is deleted and replaced with the following:
"Interest on all Term Loans shall be paid to Bank One as Agent in
arrears on the first day of each month commencing December 1, 1995."
(d) Revolving Loan Interest Rate. Section 2.2.3 of the Loan
Agreement is amended in its entirety to read as follows:
"2.2.3 Interest Rate. All principal outstanding on the
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Revolving Credit Facility shall bear interest, for each day from the date
such Loan is made until it becomes due, at a rate equal to:
(a) for Index Borrowings, (i) in the case of Bank One
Revolving Credit Loans, at the Reference Rate, floating daily; and
(ii) in the case of Harris, LaSalle, Firstar and NBD Revolving
Credit Loans at the Prime Rate, floating daily; and
(b) for Overadvance Borrowings, (i) in the case of Bank One
Revolving Credit Loans, at the Reference Rate plus one-half of one
percent (0.5%), floating daily; and (ii) in the case of Harris,
LaSalle, Firstar and NBD Revolving Credit Loans at the Prime Rate
plus one-half of one percent (0.5%), floating daily.
Interest on all Revolving Credit Loans shall be paid to Bank One as Agent
in arrears on the first day of each month commencing December 1, 1995.
The Borrowing Base Certificates received hereunder shall be used to
determine the interest rate applicable for the Revolving Credit Loans and
to test compliance with this section 2.2."
4. The Revolving Credit Loans. The following is added to the end of
section 2.2 (added before section 2.2.1) of the Loan Agreement:
"Limitations on Borrowing during the Waiver Period. In addition to
complying with all other provisions of this section 2.2:
(a) Borrower shall not permit the outstanding balance of the
Revolving Credit Facility (including the undrawn amount of unexpired
letters of credit) to exceed (i) prior to November 29, 1995,
$67,700,000 (ii) on and after November 29, 1995 and prior to
December 6, 1995, $63,300,000, (iii) on and after December 6, 1995
and prior to December 11, 1995, $58,900,000, and (iv) on and after
December 11, 1995 and through and including December 15, 1995,
$54,400,000; and
(b) Borrower shall not permit the outstanding balance of
the Revolving Credit Facility (including the undrawn amount of
unexpired letters of credit) to exceed (i) prior to November 29,
1995, 68.5% of Eligible Inventory, (ii) on and after November 29,
1995
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and prior to December 6, 1995, 67% of Eligible Inventory, (iii) on
and after December 6, 1995 and prior to December 11, 1995, 66% of
Eligible Inventory, and (iv) on and after December 11, 1995 and
through and including December 15, 1995, 65% of Eligible Inventory.
In addition to all other remedies available to Banks upon the occurrence
of an Event of Default, the Banks shall not be obligated to make any
advance or issue any letter of credit if after such advance or issuance
Borrower would not be in compliance with section 2.2(a) or 2.2(b) above.
Effect of Harris Reserve. Harris is reserving amounts under the
Charge It Card Plan Merchant Agreement between Borrower and Harris (the
"Merchant Agreement"). Harris and Banks intend to attempt to negotiate,
and if agreement is reached enter into, an Intercreditor Agreement
pursuant to which Harris will transfer the funds that would otherwise
have been held in such reserve for application to the Revolving Credit
Loans and the Banks will grant to Harris an indemnity acceptable to
Harris against credit card chargebacks and other obligations of Borrower,
GRS and GMO. In such event, the amounts contained in section 2.2(a)
above shall be reduced from time to time by the maximum amount payable by
Banks under such indemnity. The provisions contained in this paragraph
shall be applicable regardless of whether the credit card purchases
processed by Harris arise from sales of Borrower, GRS or GMO. Neither
Harris nor any Bank shall have any obligations under this paragraph
unless and until a written agreement, satisfactory to them in their sole
discretion, has been executed and delivered; provided, however, that
Harris is and shall remain the agent of Banks to the extent of any funds
in the reserve held by Harris exceeding the amount needed to pay amounts
owing to Harris under the Merchant Agreement."
5. Proceeds of Collateral. The following is added after section 2.4 of
the Loan Agreement:
"2.5 Proceeds of Collateral.
2.5.1 Receipt and Credit for Collections. Until their
authority to do so is terminated by Banks at Bank's option, which option
shall be available to Banks at any time after an Event of Default that is
continuing, Borrower, GRS and GMO shall, at their own expense, collect
all amounts unpaid on Receivables and all receipts from the sale or other
disposition of Inventory (other than credit card transactions settled
through Harris) and deliver in accordance with section 2.5.2 hereof
immediately upon receipt, all checks,
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drafts, cash, notes, money orders, acceptances and other remittances,
including payments on amounts owing to Borrower from GRS and GMO
(collectively, "Receipts") received in part or full payment of or with
respect to the Collateral or the Subsidiary Collateral in precisely the
form received (but endorsed by Borrower, GRS or GMO, as applicable, if
necessary for collection). Until such delivery Borrower, GRS and GMO
shall not commingle any Receipts with their own funds or any of their
property or use the Receipts in any way except to pay the Obligations (as
defined in the Security Agreement) but shall hold the Receipts in trust
for Banks. With respect to credit card transactions settled through
Harris, all amounts otherwise payable to or for the account of Borrower,
GRS or GMO pursuant to the Merchant Agreement shall be transferred by
Harris to Bank One for application to the Obligations.
2.5.2 Transfer of Receipts. All Receipts received by Borrower, GRS
or GMO shall be transferred daily to one of the Local Deposit Accounts
described in Exhibit 11 to the Second Amendment, and each day the
available funds in each such account, including the LaSalle Account
described on such Exhibit 11, shall be transferred to Agent, except that
the available funds in the Local Deposit Accounts may be transferred to
the LaSalle Account and then retransferred to Agent and except that money
paid to GRS for hunting and fishing licenses shall be paid to the state
governmental entity entitled to such money. LaSalle and each bank at
which Borrower, GRS or GMO has a Local Account shall enter into an
agreement pursuant to which each day all available funds from Receipts
deposited in such account (less any returned items or reversed ACH
deposits) will be transferred to Agent for application to the Loans or
will be transferred to the LaSalle Account for transfer to Agent for
application to the Loans. LaSalle shall enter into an agreement pursuant
to which all Receipts and all transfers from Local Banks are transferred
to Agent for application to the Loans.
2.5.3 Credit for Receipts. If any Receipts are transferred to
Agent in a form other than cash, the amount of such Receipts will be
applied by Agent against the Obligations on the date such amounts become
collected funds. In the event that (a) any such item, the amount of
which has been credited against the Obligations, is subsequently
dishonored or otherwise returned unpaid to any Bank, or (b) any Bank
makes any payment or grants any credit to any other bank by reason of or
on account of (i) any check being dishonored or otherwise returned
unpaid, (ii) any credit card charge being charged back, (iii) the
reversal of any deposit
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made via ACH, or (iv) any other liability of Borrower, GMO or GRS, then
Agent may retroactively debit the Borrower's Revolving Credit Loan for
the amount of such item, or debit any commercial demand account of
Borrower, GRS or GMO maintained with Bank for the amount of such item.
2.5.4 Verification and Notification. Banks may confirm and verify
all Receivables in any reasonable manner, and Borrower, GRS and GMO shall
assist Banks in so doing. Banks may terminate Borrower's, GRS's and
GMO's authority to collect Receipts at any time after an Event of Default
that is continuing. Banks may at any time after an Event of Default that
is continuing notify, or require the Borrower, GRS or GMO to notify, all
of their respective Customers or any of them to make payment directly to
Agent and the Agent may enforce collection of, settle, compromise, extend
or renew the indebtedness of any or all of Borrower's, GRS's or GMO's
Customers without liability of any kind except for the willful misconduct
of Banks.
2.5.5 Authority to Perform for Borrower. To the fullest extent
permitted by law Borrower, GRS and GMO appoint each and every agent of
Banks as attorney-in-fact for each of them to endorse the name of
Borrower, GRS or GMO on any notes, acceptances, checks, drafts, money
orders or other instruments for the payment of money or any security
interest that may come into Banks' possession. This power, because it is
coupled with an interest, is irrevocable while any Obligation remains
unpaid. All acts of Banks or their appointee are hereby ratified and
approved, and Banks or their appointee shall not be liable for any acts
of commission or omission, nor for any error of judgment or mistake of
fact or law, except for the willful misconduct of Banks."
6. Trademarks. Exhibit 6.10 is deleted from the Third Amended Agreement
and replaced with the attached Exhibit 6.10.
7. Financial Statements; Budgets. Section 7.1(a)(9) of the Loan
Agreement is deleted and replaced with the following:
"(9) Daily Financial Reports. Prior to 3:00 o'clock on each
Business Day (except that the Retail Daily Flash Sales Report and the
Compliance Certification shall be delivered prior to 5:00 on each
Business Day and except that the reports that would otherwise be
delivered on Friday, November 24, 1995 shall be delivered at the required
time on November 27, 1995), each of the following reports, current as of
the end of the previous Business Day:
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(a) Daily Receiving Report covering shipments of inventory to Borrower's
warehouse in Wilmot, Wisconsin;
(b) Mail Order Sales Report;
(c) Retail Daily Flash Sales;
(d) Daily Line of Credit Forecast, including Borrower's daily cash flow
model and projecting Borrower's bank balance;
(e) Outstanding Check Analysis; and
(f) A certification (the "Compliance Certification") by an authorized
officer of Borrower that Borrower is in compliance with sections
2.2(a) and (b) hereof, which certificate shall be accompanied by a
summary of the information used to calculate compliance and the
detail of such calculation.
with all of the foregoing to be in form and substance satisfactory to
Banks and consistent with past reports delivered to the Agent.
(10) Weekly Financial Reports. Prior to 3:00 on each Friday (except
that the reports that would otherwise be delivered on Friday, November
24, 1995 shall be delivered prior to 3:00 on Monday November 27, 1995),
each of the following reports, based on Borrower's reasonable good faith
estimates, current as of the end of the previous week:
(a) Receivables aging;
(b) Payables aging identifying the amount of any held checks and the
amount due to Banks (float) and showing the information used to
calculate the payables aging and the detail of such calculation; and
(c) a report in the form required by Agent and attached hereto as
Exhibit 10 ("Borrowing Base Certificate") showing the current status
and value of the Borrowing Base and reflecting the amount of
Eligible Accounts Receivable and Eligible Inventory as of the end of
the prior month, certified by an officer of Borrower. The report
shall also (i) certify that no Event of Default has occurred and
that no condition exists which, with notice or the lapse of time or
both, would constitute an Event of Default, and (ii) be accompanied
by a summary of the information used to calculate the
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Borrowing Base and the detail of such calculation;
with all of the foregoing to be in form and substance satisfactory to
Banks and consistent with past reports delivered to the Agent. In
addition, Borrower shall provide to the Agent any other information
regarding Eligible Inventory and Eligible Accounts Receivable upon the
reasonable request of the Agent. Banks may rely on all Borrowing Base
Certificates and other information provided by Borrower for interest rate
calculations and Overadvance Limits."
8. Bank Accounts. Section 7.1(m) of the Loan Agreement is amended in
its entirety to read as follows:
"(m) Bank Accounts. Except as otherwise permitted by this section
7.1(m), until such time as the Loans are repaid in full and all other
Obligations are satisfied in full, Borrower and each of its Subsidiaries
shall maintain all bank accounts (including but not limited to savings,
checking, depository, payroll, disbursements and cash management services
and accounts) at the Banks, in compliance with section 2.5.2 hereof.
Borrower may maintain a payroll and refund account with the Bank of
Richmond provided that the balance in said account is only the amount
reasonably necessary to pay current payroll and refunds and does not
exceed One Million Dollars ($1,000,000.00) on the date payroll checks are
issued and Seven Hundred Fifty Thousand Dollars ($750,000.00) at all
other times. Borrower and GRS may maintain the Local Depository Accounts
identified on Exhibit 11 to the Second Amendment. Neither Borrower nor
its Subsidiaries shall open any bank accounts other than those identified
on Exhibit 11 without the consent of Banks. Sweeps of the cash in all
bank accounts for retail stores shall be made for transfer to Agent or to
LaSalle for retransfer to Agent, at least once each day that the
transferor bank and transferee bank are open for business, to be applied
to the Loans."
9. Prepayment of Revolving Credit Loans. Section 7.1(r) of the Loan
Agreement is amended to read as follows:
"(r) Prepayment of the Revolving Credit Loans. If the Revolving
Credit Loans shall ever exceed the lesser of (i) the Revolving
Credit Commitment, (ii) the sum of the Borrowing Base plus the
applicable Overadvance Limit, or (iii) the amount permitted by
sections 2.2(a) and (b) hereof, the Borrower shall immediately repay
the Revolving Credit Loans so that the outstanding Revolving Credit
Loans are
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equal to or less than the lesser of (i) the Revolving Credit
Commitment, (ii) the sum of the Borrowing Base plus the applicable
Overadvance Limit, or (iii) the amount permitted by sections 2.2(a)
and (b) hereof."
10. Exhibit 9. The list of retail stores attached as Exhibit 9 hereto
is substituted for Exhibit 9 to the Loan Agreement.
11. Conditions to Amendment. This Second Amendment shall not be
effective until it shall have been fully executed and delivered and all of the
following have been delivered to Banks, executed as appropriate, in form and
substance satisfactory to Banks:
(a) Reaffirmation of Corporate Guaranty and Acknowledgment of GRS;
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(b) Reaffirmation of Corporate Guaranty and Acknowledgment of GMO;
(c) Amended Credit Operating Agreement of GMO;
(d) Amended Credit Operating Agreement of GRS;
(e) Collateral Assignments of Leases for all retail store locations not
previously subject to a Collateral Assignment, together with copies
of the assigned leases and related certificates of insurance;
(f) Closing Certificates with Corporate Resolutions for Borrower, GRS
and GMO;
(g) Opinion of Borrower's Counsel;
(h) Amended and Restated General Intangibles Mortgage; and
(i) UCC financing statements to perfect the security interests of Banks
and Borrower (a) against the personal property of GRS at the Kenosha
outlet store and against the personal property and fixtures of GRS
at each retail store location, (b) against the personal property of
GMO at each store location and against the personal property and
fixtures of GMO at the Wilmot location and the Kenosha outlet store,
and (c) against the personal property of Borrower at each store
location, including the Kenosha outlet mall, and the public
warehouse, and against the personal property and fixtures of
Borrower at the Wilmot location and the Racine Telephone Center.
12. Post Closing Deliveries. Borrower shall deliver all of the
following to Banks, executed as appropriate, on or before December 15, 1995, in
form and substance satisfactory to Banks:
(a) Title update reflecting the recording of the Third Amendment to
Mortgage and showing no additional liens or encumbrances against the
real estate encumbered by such Mortgage;
(b) Agreement with LaSalle and other depository banks and the indemnity
of LaSalle by the Banks, including LaSalle, for any returned items
and/or reversed ACH deposits;
(c) Landlord Waivers with consents of mortgagees for all
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retail stores for which a Consent of Lessor was not previously delivered,
including but not limited to the Kenosha outlet store, and for the Racine
Telephone Center; and
(d) A warehouseman letter from the Kenosha, Wisconsin warehouse used by
Borrower.
Failure of Borrower to deliver any of the foregoing to Banks on or before
December 15, 1995 shall constitute an Other Event of Default.
13. Certifications. Borrower hereby certifies and agrees as follows:
(a) Borrower owns the Customer List free and clear of all security
interests, liens and encumbrances other than security interests in
favor of Banks;
(b) All tangible property owned by Borrower is and shall remain located
at the real estate of Borrower in Wilmot, Wisconsin, except: (a)
inventory in transit to Borrower from Borrower's suppliers, (b)
inventory sold by Borrower in the ordinary course of business, (c)
personal property and fixtures stored or used at the Kenosha,
Wisconsin outlet store as necessary or appropriate for operation of
the store, (d) inventory located at the public warehouse used by
Borrower in Kenosha, Wisconsin, and (e) fixed assets and supplies of
Borrower located at the Telephone Center in Racine, Wisconsin as
necessary or appropriate for operation of the Telephone Center.
(c) The letter agreement among Borrower, GRS and GMO dated April 3, 1994
(providing that title to goods purchased by GRS and GMO from
Borrower shall transfer to the respective purchaser based on F.O.B.
Borrower's dock (shipping point)) has remained in full force and
effect since the date thereof and is currently in full force and
effect.
14. Collateral Monitoring and Business and Collateral Reports.
(a) Collateral Agent. Borrower will permit a collateral agent
selected by Banks to inspect the Collateral and report to Banks regarding
the amount and status of the Collateral. The permitted inspections shall
include but not be limited to (a) the right to inspect daily the
Borrower's
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and its Subsidiaries' inventory, wherever located, (b) the right to
review and monitor all of Borrower's and its Subsidiaries' practices and
procedures with respect to the monitoring of amounts and types of
inventory, and (c) the right to inspect and make copies of all of
Borrower's and its Subsidiaries' books and records, including books and
records stored electronically and including Deloitte Touche and other
consultants' reports and other information relating to the Collateral.
All fees, charges and expenses of the collateral agent shall be paid by
Borrower. The Borrower shall also provide assistance to the collateral
agent by the provision of office space and knowledgeable employees to
operate data processing equipment and provide and explain available
information; and
(b) Business and Collateral Reports. Borrower shall provide to
Banks upon request copies of all analyses of Borrower's business and
assets, including but not limited to all collateral reports, evaluations
and all reports, analyses and recommendations relating to the partial or
full sale of Borrower or any Subsidiary or any of their assets.
15. Continuation of Agreements. Except as expressly amended and modified
herein, the Loan Agreement shall remain in full force and effect and except as
expressly amended and modified herein, the Notes shall remain in full force and
effect. All of the Collateral Documents, including but not limited to the
Security Agreement, the Mortgage, the Collateral Pledge Agreement and
Assignment of Security Interest, the Amended and Restated General Intangibles
Mortgage, the Subsidiary Guaranties and the Subsidiary Security Documents shall
remain in full force and effect as security for the Obligations and all of the
Collateral and Subsidiary Collateral as defined in the Loan Agreement, the real
estate encumbered by the Mortgage, the Subsidiary Notes, and the Stock of GRS
and GMO, shall secure all of the Obligations.
16. Expenses. Borrower shall pay the reasonable legal fees and expenses
of counsel for Bank One and, in addition, the reasonable legal fees and
expenses, not exceeding Five Thousand Dollars ($5,000) per Bank, for each of
NBD, Harris, LaSalle and Firstar.
17. Entire Agreement This Second Amendment, together with the Loan
Agreement, as amended hereby, constitutes the entire agreement of the Banks and
Borrower pertaining to the subject matter hereof and supersedes all prior or
contemporaneous agreements of the Banks and Borrower, whether oral or written,
other than the Loan Agreement, in connection therewith. This Second Amendment
may be amended or modified only in writing,
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executed by all of the parties. This Second Amendment shall not constitute,
nor shall it be deemed to constitute:
(a) The commitment or agreement of Banks to extend credit in any amount
in the future, except as provided in this Second Amendment or in the
Loan Agreement as amended hereby;
(b) an obligation on the part of any Bank to enter into any future
amendment of the Loan Agreement;
(c) except as expressly set forth herein and for the period provided
herein, the waiver of any existing Event of Default or of any
subsequent Event of Default under the Loan Agreement as amended
hereby;
(d) the waiver of any right or remedy available to Bank under the Loan
Agreement or any of the Collateral Documents; or
(e) the commitment, agreement or obligation of any Bank to delay the
exercise of any right or remedy available to a Bank in the future.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
BANK ONE, MILWAUKEE, NA
By ___________________________
LASALLE NATIONAL BANK
By ___________________________
FIRSTAR BANK MILWAUKEE, N.A.
By ___________________________
HARRIS TRUST AND SAVINGS BANK
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By ___________________________
NBD BANK
By ___________________________
GANDER MOUNTAIN, INC.
By ___________________________
The undersigned have read the foregoing and agree to be bound by all of
the terms and conditions contained therein except that the undersigned shall
not be directly obligated on any of the Loans except as otherwise provided in
the Loan Agreement as amended hereby, the Subsidiary Documents, the Subsidiary
Guaranties or any other agreement to which Borrower, GRS or GMO is a party.
GMO, INC.
By ___________________________
GRS, INC.
By ___________________________
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