Exhibit 10.10

 

[Execution]

 

TRADEMARK SECURITY AGREEMENT

 

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 29th day of June, 2015, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as Administrative Agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).

 

W I T N E S S E T H:

 

WHEREAS, pursuant to the Credit Agreement dated as of June 29, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Boot Barn, Inc., a Delaware corporation (“Boot Barn”, and, together with the other entities party thereto as borrowers and any person that may from time to time become a party thereto as a borrower, each individually a “Borrower” and collectively, “Borrowers”), certain affiliates of Borrowers, the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lenders have agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and

 

WHEREAS, the Lenders are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement and the other Loan Documents, but only upon the condition, among others, that the Grantors shall have executed and delivered to Agent, for the benefit of the Secured Parties, that certain Collateral Agreement, dated as of June 29, 2015 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

 

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Secured Parties, this Trademark Security Agreement;

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

 

1.                                      DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement, and this Trademark Security Agreement shall be subject to the rules of construction set forth in Section 1.3 of the Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis.

 

1.                                      GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit each Secured Party, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

 

(a)                                 all of its Trademarks and Trademark Licenses to which it is a party including those referred to on Schedule I;

 











 

(b)                                 all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark License; and

 

(c)                                  all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i)infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Trademark License, including right to receive any damages, (ii)injury to the goodwill associated with any Trademark, or (iii)right to receive license fees, royalties, and other compensation under any Trademark License.

 

2.                                      SECURITY FOR SECURED OBLIGATIONS.  This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other Secured Parties or any of them, whether or not they are unenforceable or not allowable due to the existence of any proceeding under any Debtor Relief Law involving any Grantor.

 

3.                                      SECURITY AGREEMENT.  The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.

 

4.                                      AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new material trademarks or renewal or extension of any trademark registration.  Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

 

5.                                      COUNTERPARTS.  This Trademark Security Agreement is a Loan Document.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement.  Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement.  Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

 

6.                                      CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION.  THIS TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 7.5 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

 











 

IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.

 

	
GRANTORS:
    	
 
    
	
 
    	
 
    
	
 
    	
BOOT BARN, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Greg Hackman
    
	
 
    	
 
    	
Name: Greg Hackman
    
	
 
    	
 
    	
Title: Chief Financial Officer and   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
AGENT:
    	
 
    
	
 
    	
 
    
	
 
    	
ACCEPTED AND ACKNOWLEDGED BY:
    
	
 
    	
 
    
	
 
    	
WELLS FARGO BANK, NATIONAL 
    
	
 
    	
ASSOCIATION, as Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Irene Rosen Marks
    
	
 
    	
 
    	
Name: Irene Rosen Marks
    
	
 
    	
 
    	
Title: Managing Director
    


 

[Signature Page to Trademark Security Agreement]

 











 

SCHEDULE I
  to
  TRADEMARK SECURITY AGREEMENT

 

Trademark Registrations/Applications

 

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

    	
 
    	
3,696,624

 

10/13/2009
    	
 
    	
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.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
CWR   WORKWEAR DEPOT
    	
 
    	
CANCELED
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
CWR
    	
 
    	
CANCELED
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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

 

04/05/2011
    	
 
    	
77/891,409
    	
 
    	
Boot Barn, Inc.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
SHYANNE
    	
 
    	
3,615,901

 

05/05/2009
    	
 
    	
77/584,307
    	
 
    	
Boot Barn, Inc.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
STINKY   BOOT
    	
 
    	
4247245
    	
 
    	
85/465,810
    	
 
    	
Boot Barn, Inc.
    	
 
    


 











 

	
Mark
    	
 
    	
Registration
   number
    	
 
    	
Application
   number
    	
 
    	
Current Owner
    	
 
    
	

    	
 
    	
N/A
    	
 
    	
85722240
    	
 
    	
Boot Barn, Inc.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

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

    	
 
    	
3,685,540

 

9/22/2009
    	
 
    	
77673019
    	
 
    	
Boot Barn, Inc.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
4,164,753

 

6/26/2012
    	
 
    	
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.
    	
 
    


 











 

	
Mark
    	
 
    	
Registration
   number
    	
 
    	
Application
   number
    	
 
    	
Current Owner
    	
 
    
	

    	
 
    	
3457163

 

7/1/2008
    	
 
    	
77294779
    	
 
    	
Boot Barn, Inc.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Outfitting   Texans Since 1972
    	
 
    	
4260163

 

12/18/2012
    	
 
    	
85446958
    	
 
    	
Boot Barn, Inc.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
The Official   Western Store of Texas
    	
 
    	
4326046

 

4/23/2013
    	
 
    	
85446863
    	
 
    	
Boot Barn, Inc.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	

    	
 
    	
CANCELED
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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.
    	
 
    


 

Trade Names

 

Not Applicable

 











 

Common Law Trademarks

 

Not Applicable

 

Trademarks Not Currently In Use

 

Not Applicable

 

Trademark Licenses

 

Not Applicable