Exhibit 10.5

 

TRADEMARK SECURITY AGREEMENT

 

This Trademark Security Agreement (this “Trademark Security Agreement”) is made as of June 29, 2015, by BOOT BARN, INC., a Delaware 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 Agreement”), 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, if 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:
    	
BOOT BARN, INC., a   Delaware 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

 

	
Mark
    	
 
    	
Registration
   number
    	
 
    	
Application
   number
    	
 
    	
Current
   Owner
    
	
BOOT   BARN
    	
 
    	
2,307,397
    	
 
    	
75/579,578
    	
 
    	
Boot   Barn, Inc.
    
	

    	
 
    	
3,696,624
    	
 
    	
77/467,382
    	
 
    	
Boot   Barn, Inc.
    
	
WESTERN   WAREHOUSE
    	
 
    	
1,197,321
    	
 
    	
73,229,113
    	
 
    	
Boot   Barn, Inc.
    
	
WESTERN   WAREHOUSE
    	
 
    	
1,786,004
    	
 
    	
74/334,293
    	
 
    	
Boot   Barn, Inc.
    
	
CORRAL   WEST
    	
 
    	
3,135,148
    	
 
    	
78/569,082
    	
 
    	
Boot   Barn, Inc.
    
	
CORRAL   WEST RANCHWEAR
    	
 
    	
3,135,156
    	
 
    	
78/569,628
    	
 
    	
Boot   Barn, Inc.
    
	
CODY   JAMES
    	
 
    	
1,818,497
    	
 
    	
74/209,357
    	
 
    	
Boot   Barn, Inc.
    
	
JOB   SITE
    	
 
    	
2,193,695
    	
 
    	
75/346,364
    	
 
    	
Boot   Barn, Inc.
    
	
AMERICAN   WORKER HEAD TO TOE WORK WEAR
    	
 
    	
3,941,630
    	
 
    	
77/891,409
    	
 
    	
Boot   Barn, Inc.
    
	
SHYANNE
    	
 
    	
3,615,901
    	
 
    	
77/584,307
    	
 
    	
Boot   Barn, Inc.
    
	
STINKY   BOOT
    	
 
    	
4247245
    	
 
    	
85/465,810
    	
 
    	
Boot   Barn, Inc.
    
	

    	
 
    	
N/A
    	
 
    	
85722240
    	
 
    	
Boot   Barn, Inc.
    


 











 

	
Mark
    	
 
    	
Registration
   number
    	
 
    	
Application
   number
    	
 
    	
Current
   Owner
    
	

    	
 
    	
N/A
    	
 
    	
85718520
    	
 
    	
Boot   Barn, Inc.
    
	
RCC   WESTERN STORES
    	
 
    	
3,676,190
    	
 
    	
77673023
    	
 
    	
Boot   Barn, Inc.
    
	

    	
 
    	
3,685,540
    	
 
    	
77673019
    	
 
    	
Boot   Barn, Inc.
    
	

    	
 
    	
4,164,753
    	
 
    	
85506201
    	
 
    	
Boot   Barn, Inc.
    
	
RCC   WESTERN WEAR
    	
 
    	
4,164,271
    	
 
    	
85457801
    	
 
    	
Boot   Barn, Inc.
    
	
Baskins
    	
 
    	
4256229
    	
 
    	
85446448
    	
 
    	
Boot   Barn, Inc.
    
	

    	
 
    	
4157456
    	
 
    	
85446755
    	
 
    	
Boot   Barn, Inc.
    
	
Diamond   B
    	
 
    	
3541365
    	
 
    	
77293760
    	
 
    	
Boot   Barn, Inc.
    
	

    	
 
    	
3457163
    	
 
    	
77294779
    	
 
    	
Boot   Barn, Inc.
    
	
Outfitting   Texans Since 1972
    	
 
    	
4260163
    	
 
    	
85446958
    	
 
    	
Boot   Barn, Inc.
    
	
The   Official Western Store of Texas
    	
 
    	
4326046
    	
 
    	
85446863
    	
 
    	
Boot   Barn, Inc.
    


 











 

	
Mark
    	
 
    	
Registration
   number
    	
 
    	
Application
   number
    	
 
    	
Current
   Owner
    
	
BB   RANCH
    	
 
    	
4666995
    	
 
    	
86292745
    	
 
    	
Boot   Barn, Inc.
    
	
SHYANNE
    	
 
    	
4659704
    	
 
    	
86324810
    	
 
    	
Boot   Barn, Inc.
    
	
MOONSHINE   SPIRIT BY BRAD PAISLEY
    	
 
    	
 
    	
 
    	
86376463
    	
 
    	
Boot   Barn, Inc.
    
	
MOONSHINE   SPIRIT
    	
 
    	
 
    	
 
    	
86327572
    	
 
    	
Boot   Barn, Inc.
    
	
B
    	
 
    	
 
    	
 
    	
86279959
    	
 
    	
Boot   Barn, Inc.
    
	

    	
 
    	
 
    	
 
    	
86296606
    	
 
    	
Boot   Barn, Inc.