STOCK PURCHASE AGREEMENT
This Agreement is dated as of January 16, 1997, by and between Holiday
Gander Acquiring L.L.C., Inc. ("Holiday") and GS Capital Partners, L.P. ("GS"),
Xxxxx Xxxxxx Xxxx 0000, X.X., Xxxxxx Xxxxxx Fund 1993, L.P., Stone Street Fund
1994, L.P. and Bridge Street Fund 1994, L.P. (collectively, the "Sellers").
RECITALS
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A. Each Seller is the holder of the number of shares of Gander
Mountain, Inc. Series A Redeemable, Cumulative, Convertible, Exchangeable
Preferred Stock, $0.10 par value (the "Stock") set forth opposite such Seller's
name on the signature pages hereto.
X. Xxxxxx Mountain, Inc. and its subsidiaries, GRS, Inc. and GMO, Inc.
(collectively, the "Debtors"), are Chapter 11 debtors-in-possession under the
jurisdiction of the United States Bankruptcy Court for the Eastern District of
Wisconsin (the "Bankruptcy Court") in cases 96-26478-RAE, 96-26479-RAE and 96-
26480-RAE, respectively. The Debtors have filed a Second Amended Joint Plan of
Reorganization, dated December 16, 1996 (the "Plan"), which is scheduled for a
confirmation hearing in Milwaukee, Wisconsin on January 23, 1997. The Plan
provides, among other things, for a sale of the Debtors' assets to Holiday and
cancellation of all outstanding equity interests in exchange for certain
payments to the holders. GS has filed certain objections to confirmation of the
Plan.
C. Holiday has offered to purchase, and each Seller is willing to sell,
the Stock on the terms and conditions set forth below.
AGREEMENT
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NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
the parties, Holiday and each Seller agrees as follows:
1. Each Seller represents and warrants that it is the holder of the
number of shares of Stock set forth opposite such Seller's name on the signature
pages hereto.
2. On the "Effective Date" of the Plan (as defined therein), or any
modified plan of reorganization for the Debtors acceptable to Holiday and GS,
each Seller shall sell and assign, and Holiday shall purchase and accept,
without recourse and without
representations or warranties of any kind, except as specifically contained in
this Agreement, all of such Seller's right, title and interest in and to the
Stock owned by it.
3. The aggregate purchase price to be paid by Holiday to the Sellers for
the Stock shall be EIGHT HUNDRED FIFTY THOUSAND DOLLARS AND NO/100 ($850,000.00)
(the "Purchase Price"), in immediately available funds, which funds shall be
wired transferred to the account of, or for the benefit of, each Seller (or its
designee) as follows:
Chase Manhattan Bank, N.A., ABA#000-000-000
For the account of Xxxxxxx, Xxxxx & Co.
Account No. _________
Each Seller acknowledges that receipt of the Purchase Price shall constitute
payment in full for the Stock and that Holiday, upon payment of the Purchase
Price, shall be entitled to any distribution made on account of the Stock under
the Plan, or any modified plan. In the event a distribution is made to any
Seller, as holder of record on the "Confirmation Date," such Seller shall
promptly remit the distribution to Holiday. Notwithstanding the foregoing,
nothing herein shall assign, transfer or otherwise affect any other claims of
the Sellers as reflected on the Debtors' schedules or any timely filed Proof of
Claim filed in the Bankruptcy Court.
4. Each Seller represents and warrants that it has good title to the
Stock owned by it, and that its interest will be transferred free and clear of
any security interests, liens or other encumbrances, and that it has the right
and authority to sell the Stock owned by it. GS further represents that it has
filed a ballot as a holder of a "Class Six" interest under the Plan accepting
the Plan and that it will, prior to the hearing on confirmation of the Plan,
withdraw its objections to confirmation of the Plan.
5. Each Seller agrees to execute and deliver such additional documents
of assignment or endorsement as Holiday may reasonably request to carry out the
terms and conditions of this Agreement.
6. This Agreement contains the complete agreement of the parties with
respect to the purchase and sale of the Stock. This Agreement may not be
modified or amended except by a writing signed by the parties. This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.
7. This Agreement may be executed in counter-parts.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly authorized and executed as of January 16, 1997.
HOLIDAY GANDER ACQUIRING L.L.C.
By /s/
-----------------------------
Its Assistant Secretary
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GS CAPITAL PARTNERS, L.P. Number of Shares
----------------
By: GS Advisors, L.P., general partner
of GS Capital Partners, L.P.
170,000
By: GS Advisors, Inc. general partner
GS Advisors, L.P.
By: /s/
---------------------------
Name
Title
STONE STREET FUND 1993, L.P.
By: Stone Street Resource Corp.,
its general partner 7,089
By: /s/
-----------------------------
Name:
Title:
XXXXXX XXXXXX XXXX 0000, X.X.
By: Stone Street Resource Corp.,
its managing general partner
7,911
By: /s/
-----------------------------
Name:
Title:
-0-
XXXXX XXXXXX XXXX 0000, L.P,
By: Stone Street Funding Corp,
its general partner 7,327
By: /s/
-------------------------------
Name
Title
BRIDGE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
its managing general partner 7,673
By: /s/
-------------------------------
Name:
Title:
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