Exhibit 10.4

 

TRADEMARK SECURITY AGREEMENT

 

This Trademark Security Agreement (this “Trademark Security Agreement”) is made as of June 29, 2015, by SHEPLERS, INC., a Kansas corporation (“Grantor”), in favor of GCI Capital Markets LLC, as administrative agent (in such capacity, together with its successors and assigns, “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

 

W I T N E S S E T H

 

WHEREAS, pursuant to that certain Credit Agreement, dated as of June 29, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Boot Barn, Inc., Delaware corporation (“Borrower”), Boot Barn Holdings, Inc., a Delaware corporation (“Holdings”), the financial institutions which are now or which hereafter become party thereto (the “Lenders”) and Administrative Agent, the Lenders have severally agreed to make financial accommodations to the Borrower subject to the conditions set forth therein;

 

WHEREAS, each Grantor (other than the Borrower) has agreed, pursuant to a Guaranty Agreement, dated even date herewith in favor of the Administrative Agent (the “Guaranty”), to guarantee the Obligations (as defined in the Credit Agreement) of the Borrower; and

 

WHEREAS, pursuant to the Credit Agreement, the Guaranty and that certain Collateral Agreement, dated as of even date herewith (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Collateral Agreement”), by and between the Grantors and the Administrative Agent, the Grantors are required to execute and deliver this Trademark Security Agreement;

 

NOW, THEREFORE, in consideration of the premises and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent as follows:

 

1.                                      Defined Terms.  Capitalized terms used herein without definition are used as defined in the Collateral Agreement or, it not defined therein, in the Credit Agreement.

 

2.                                      Grant of Security Interest in Trademark Collateral.  Each Grantor, as collateral security for the prompt payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, hereby assigns, pledges and grants to the Administrative Agent for the benefit of the Lenders, and grants to the Administrative Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and a Lien on all of its right, title and interest in, to and under the following Collateral of such Grantor (the Trademark Collateral”):

 

a.                                      all of its Trademarks and Trademark Licenses, including, without limitation, those referred to on Schedule 1 hereto;

 

b.                                      all renewals and extensions of the foregoing;

 











 

c.                                       all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and

 

d.                                      all income, royalties and proceeds at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof..

 

3.                                      Credit Agreement and Collateral Agreement.  The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Credit Agreement and the Collateral Agreement, and each Grantor hereby acknowledges and agrees that the rights and remedies of the Administrative Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Credit Agreement and the Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein; provided, however that in no event shall the Trademark Collateral include any property or asset of Grantor which is excluded from Collateral pursuant to Section 2.1 of the Collateral Agreement.

 

4.                                      Grantor Remains Liable.  Each Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their Trademarks and Trademark Licenses subject to a security interest hereunder.

 

5.                                      Counterparts.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.

 

6.                                      Governing Law.  This Trademark Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

 

[signature pages follow]

 











 

IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

 

	
 
    	
 
    
	
GRANTOR:
    	
SHEPLERS, INC., a   Kansas corporation
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Greg Hackman
    
	
 
    	
Name:
    	
Greg Hackman
    
	
 
    	
Title:
    	
Chief Financial Officer   and Secretary
    


 

Trademark Security Agreement

 











 

	
ACCEPTED AND
    	
GCI CAPITAL MARKETS   LLC,
    
	
ACKNOWLEDGED BY:
    	
as Administrative Agent
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Marc C. Robinson
    
	
 
    	
Name:
    	
Marc C. Robinson
    
	
 
    	
Title:
    	
Managing Director
    


 

Trademark Security Agreement

 












 

SCHEDULE I

 

TRADEMARK REGISTRATIONS/APPLICATIONS

 

	
Trademark
    	
 
    	
Database
    	
 
    	
Application
   Number
    	
 
    	
Registration
   Number
    	
 
    	
Owner
    
	
RED RANCH


    	
 
    	
U.S. Federal
    	
 
    	
85726040
    	
 
    	
4552405
    	
 
    	
SHEPLERS, INC.
    
	
GIBSON TRADING COMPANY ESTABLISHED 1899


    	
 
    	
U.S. Federal
    	
 
    	
85724728
    	
 
    	
 
    	
 
    	
SHEPLERS, INC.
    
	
RED RANCH
    	
 
    	
U.S. Federal
    	
 
    	
85434444
    	
 
    	
4258838
    	
 
    	
SHEPLERS, INC.
    
	
GIBSON TRADING COMPANY
    	
 
    	
U.S. Federal
    	
 
    	
85399269
    	
 
    	
4429241
    	
 
    	
SHEPLERS, INC.
    
	
WESTERN WEAR FOR THE WAY YOU LIVE
    	
 
    	
U.S. Federal
    	
 
    	
85396637
    	
 
    	
4118616
    	
 
    	
SHEPLERS, INC.
    
	
Design Only


    	
 
    	
U.S. Federal
    	
 
    	
85315981
    	
 
    	
4129801
    	
 
    	
SHEPLERS, INC.
    


 











 

	
Trademark
    	
 
    	
Database
    	
 
    	
Application
   Number
    	
 
    	
Registration
   Number
    	
 
    	
Owner
    
	
GIBSON TRADING COMPANY
    	
 
    	
U.S. Federal
    	
 
    	
85261879
    	
 
    	
4168869
    	
 
    	
SHEPLERS, INC.
    
	
YOUR COUNTRY, YOUR WAY
    	
 
    	
U.S. Federal
    	
 
    	
77483596
    	
 
    	
3781832
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
U.S. Federal
    	
 
    	
78822126
    	
 
    	
3193462
    	
 
    	
SHEPLERS, INC.
    
	
THE WORLD’S LARGEST WESTERN STORES
    	
 
    	
U.S. Federal
    	
 
    	
75291616
    	
 
    	
2167479
    	
 
    	
SHEPLERS, INC.
    
	
WORLD’S LARGEST WESTERN STORES
    	
 
    	
U.S. Federal
    	
 
    	
75140060
    	
 
    	
2081419
    	
 
    	
SHEPLERS, INC.
    
	
BOOTS ‘N JEANS
    	
 
    	
U.S. Federal
    	
 
    	
75078088
    	
 
    	
2342054
    	
 
    	
SHEPLERS, INC.
    
	
WORLD’S LARGEST WESTERN STORES AND CATALOG
    	
 
    	
U.S. Federal
    	
 
    	
74520534
    	
 
    	
2033263
    	
 
    	
SHEPLERS, INC.
    
	
Design Only


    	
 
    	
U.S. Federal
    	
 
    	
73392546
    	
 
    	
1254863
    	
 
    	
SHEPLERS, INC.
    
	
OL’ SHEP
    	
 
    	
U.S. Federal
    	
 
    	
73388925
    	
 
    	
1255648
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
U.S. Federal
    	
 
    	
73125194
    	
 
    	
1141784
    	
 
    	
SHEPLERS, INC.
    


 











 

	
Trademark
    	
 
    	
Database
    	
 
    	
Application
   Number
    	
 
    	
Registration
   Number
    	
 
    	
Owner
    
	
S


    	
 
    	
U.S. Federal
    	
 
    	
73125222
    	
 
    	
1137758
    	
 
    	
SHEPLERS, INC.
    
	
S


    	
 
    	
U.S. Federal
    	
 
    	
73125223
    	
 
    	
1137889
    	
 
    	
SHEPLERS, INC.
    
	
S SHEPLERS INC.


    	
 
    	
U.S. Federal
    	
 
    	
73041013
    	
 
    	
1017594
    	
 
    	
SHEPLERS, INC.
    


 











 

	
Trademark
    	
 
    	
Database
    	
 
    	
Application
   Number
    	
 
    	
Registration
   Number
    	
 
    	
Owner
    
	
S


    	
 
    	
U.S. Federal
    	
 
    	
73040683
    	
 
    	
1057698
    	
 
    	
SHEPLERS, INC.
    
	
S


    	
 
    	
U.S. Federal
    	
 
    	
73040684
    	
 
    	
1045614
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
U.S. Federal
    	
 
    	
73040363
    	
 
    	
1308095
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
U.S. Federal
    	
 
    	
73040364
    	
 
    	
1308389
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
Canada
    	
 
    	
1540229
    	
 
    	
TMA835766
    	
 
    	
SHEPLERS, INC.
    


 











 

	
Trademark
    	
 
    	
Database
    	
 
    	
Application
   Number
    	
 
    	
Registration
   Number
    	
 
    	
Owner
    
	
SHEPLERS
    	
 
    	
Canada
    	
 
    	
714900
    	
 
    	
TMA429523
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
Switzerland
    	
 
    	
59396/2011
    	
 
    	
625115
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
United Kingdom
    	
 
    	
1516265
    	
 
    	
1516265
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
Community Trademarks
    	
 
    	
10201697
    	
 
    	
10201697
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
Brunei
    	
 
    	
22188
    	
 
    	
19023
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
China
    	
 
    	
9895452
    	
 
    	
9895452
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
China
    	
 
    	
9895451
    	
 
    	
9895451
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
Japan
    	
 
    	
2011-060657
    	
 
    	
5532778
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
Australia
    	
 
    	
1443876
    	
 
    	
1443876
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
Australia
    	
 
    	
588639
    	
 
    	
588639
    	
 
    	
SHEPLERS, INC.
    
	
SHEPLERS
    	
 
    	
New Zealand.
    	
 
    	
847911
    	
 
    	
847911
    	
 
    	
SHEPLERS, INC.