EX-10.3.4



 Exhibit 10.3.4 

EXECUTION VERSION 
 THIRD
AMENDMENT TO CREDIT AGREEMENT 
 This Third Amendment to Credit Agreement (this “Amendment”) is made as of
August 20, 2013, by and among: 
 SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Lead Borrower”); 

the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively,
the “Borrowers”); 
 the Persons named on Schedule II hereto (individually, a “Guarantor”, and
collectively, the “Guarantors”, and together with the Borrowers, individually, a “Loan Party”, and collectively, the “Loan Parties”); 

the LENDERS party hereto; and 

WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent, Collateral Agent,
and Swing Line Lender; 
 in consideration of the mutual covenants herein contained and benefits to be derived herefrom. 

W I T N E S S E T H: 

WHEREAS, reference is made to that certain Credit Agreement, dated as of May 28, 2010 (as amended, restated, supplemented or otherwise
modified and in effect from time to time, the “Credit Agreement”), by and among the Loan Parties, the Lenders party thereto from time to time, and Wells Fargo Bank, National Association (as successor by merger to Wells Fargo Retail
Finance, LLC), as Administrative Agent, Collateral Agent and Swing Line Lender; 
 WHEREAS, the parties hereto have agreed to amend certain
provisions of the Credit Agreement as set forth herein. 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 

 

	1.	Defined Terms. Capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in Credit Agreement unless otherwise defined herein. 


 

	2.	Amendments to Article I of Credit Agreement. The provisions of Article I of the Credit Agreement are hereby amended as follows: 


 

	 	(a)	By deleting the definition of “Aggregate Commitments” in its entirety therefrom and substituting in its stead the following new definition: 


“Aggregate Commitments” means the Commitments of all the Lenders. As of the Third Amendment Effective Date, the Aggregate Commitments
are $75,000,000. 








	 	(b)	By amending the definition of “Credit Card Receivables” therein by deleting the phrase “each “Account” (as defined in the UCC)” therefrom and substituting in its stead the phrase “each
“Account” and each “Payment Intangible” (each as defined in the UCC)”. 

  

	 	(c)	By deleting the definition of “Disqualified Stock” in its entirety therefrom and substituting in its stead the following new definition: 


“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or
for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of
the holder thereof, or is convertible into or exchangeable for debt securities or any Equity Interest described in this clause (a), in each case, in whole or in part and on or prior to the date that is 91 days after the date on which the Loans
mature, or (b) has the benefit of any covenants that restrict the payment of the Obligations or that are debt-multiple or income-multiple based (i.e., financial covenants); provided, however, that (i) only the portion of such
Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock and (ii) with respect to any
Equity Interests issued to any employee or to any plan for the benefit of employees of the Lead Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be
required to be repurchased by the Lead Borrower or one of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability and if any class of
Equity Interest of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock.
Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock solely because the holders thereof have the right to require a Loan Party to repurchase such Equity Interest upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Lead Borrower and its Subsidiaries may become
obligated to pay upon maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock or portion thereof, plus accrued dividends. 
  

	 	(d)	By deleting the definition of “Fee Letter” in its entirety therefrom and substituting in its stead the following new definition: 


  
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 “Fee Letter” means, collectively, (i) the letter agreement, dated May 28,
2010, among the Lead Borrower and the Administrative Agent, (ii) the letter agreement, dated October 27, 2011, by and among the Borrowers and the Administrative Agent, and (iii) the Third Amendment Fee Letter. 

 

	 	(e)	By amending the definition of “Indebtedness” therein by deleting clause (f) thereof in its entirety and substituting the following new clause (f) in its stead: 


(f) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable
and accrued obligations incurred in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created), including, without limitation, all obligations of such Person
in respect of earn-out or similar performance-based deferred purchase price arrangements; 
  

	 	(f)	By deleting the definition of “Letter of Credit Expiration Date” in its entirety therefrom and substituting in its stead the following new definition: 


“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not
a Business Day, the next preceding Business Day). 
  

	 	(g)	By amending the definition of “Material Adverse Effect” therein by deleting clause (c) thereof in its entirety and substituting the following new clause (c) in its stead: 


(c) a material impairment of the rights and remedies of or benefits available to any Agent or the Lenders under any Loan Document, or a
material adverse effect on (x) the Collateral, (y) the validity, perfection or priority of any Lien granted by any Loan Party in favor of any Agent on any material portion of the Collateral, or (z) the legality, validity, binding
effect or enforceability against any Loan Party of any Loan Document to which it is a party. 
  

	 	(h)	By deleting the definition of “Maturity Date” in its entirety therefrom and substituting in its stead the following new definition: 


“Maturity Date” means August 20, 2018. 
  

	 	(i)	By amending the definition of “Obligations” therein by adding the following new proviso at the end thereof: 


; provided, that the Obligations shall not include any Excluded Swap Obligations. 

 

	 	(j)	By amending the definition of “Permitted Indebtedness” therein as follows: 


  
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	 	(i)	By amending clause (a) thereof by deleting the phrase “Second Amendment Effective Date” therefrom and substituting in its stead the phrase “Third Amendment Effective Date”; 


 

	 	(ii)	By deleting clause (j) in its entirety therefrom and substituting in its stead the following new clause (j): 


(j) Indebtedness of Parent and its Subsidiaries incurred under the Term Documents (and any Permitted Refinancing Indebtedness in respect
thereof) in an aggregate principal amount not to exceed (i) $235,000,000 (plus, if the increase option provided for in Section 2.22 of the Term Credit Agreement (as in effect as of the Third Amendment Effective Date) is exercised with
respect to any portion of the Incremental Term Loan Commitments (as defined in the Term Credit Agreement as in effect as of the Third Amendment Effective Date) in accordance with the terms of such Section, the sum of all Incremental Term Loans made
in accordance with the terms of such Section in connection with such exercise of increase option) minus (ii) the sum of all principal payments of the Term Loans; 
  

	 	(k)	By amending the definitions of each of “Intercreditor Agreement”, “Mandatory Term Loan Prepayments”, “Permitted Encumbrances”, “Permitted Investments”, “Term Credit
Agreement”, “Term Documents”, “Term Loans”, “Term Obligations”, “Term Loan Priority Account” and “Term Priority Collateral” by deleting each reference to the phrase “Second Amendment
Effective Date” set forth therein and substituting in its stead the phrase “Third Amendment Effective Date”. 

  

	 	(l)	By adding the following new definitions thereto in appropriate alphabetical order: 


“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute. 
 “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent
that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as
defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a
master agreement governing more than one 

  
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swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. 

“Third Amendment Fee Letter” means the letter agreement, dated August 20, 2013, by and among the Borrowers and the
Administrative Agent. 
 “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets
exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the
Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act. 
 “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement,
contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 

“Third Amendment Effective Date” means August 20, 2013. 

 

	3.	Amendment to Article II of Credit Agreement. The provisions of Article II of the Credit Agreement are hereby amended by deleting the first sentence of Section 2.15(a) thereof and substituting in its stead
the following new sentence: 

 Provided no Default then exists or would arise therefrom, upon notice to the Administrative
Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time following the Third Amendment Effective Date, request increases in the Aggregate Commitments by a total amount not exceeding $30,000,000. 

 

	4.	Amendments to Article V of Credit Agreement. The provisions of Article V of the Credit Agreement are hereby amended by as follows: 


 

	 	(a)	By amending the provisions of Section 5.21 thereof by deleting the phrase “Closing Date” from clause (a) thereof and substituting in its stead the phrase “Third Amendment Effective Date”;
and 

  

	 	(b)	By deleting each reference to the phrase “Second Amendment Effective Date” set forth in Sections 5.01, 5.08, 5.10, 5.21, and 5.24 thereof and substituting in its stead the phrase “Third Amendment
Effective Date”. 

  

	5.	Amendments to Article VI of Credit Agreement. The provisions of Article VI of the Credit Agreement are hereby amended as follows: 


  
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	 	(a)	By amending the provisions of Section 6.03 thereof as follows: 

  

	 	(i)	by adding the phrase “, or notice in respect of” immediately following the phrase “consent to” in clause (j)(i) thereof; and 


 

	 	(ii)	by adding the following new sentence at the end thereof: “Each notice pursuant to Section 6.03(k) shall describe with particularity any and all provisions of the Term Documents that have been breached and the
corrective action (if any) taken or proposed to be taken with respect thereto.” 

  

	 	(b)	By amending the provisions of Section 6.13 thereof by deleting the phrase “Second Amendment Effective Date” from clause (a) thereof and substituting in its stead the phrase “Third Amendment
Effective Date”. 

  

	 	(c)	By amending the provisions of Section 6.17 thereof by adding the following new clause (f) at the end thereof: 


(f) If the Term Agent or any other secured party under the Term Documents receives any additional collateral, guaranty or other credit
enhancement of any type after the date hereof, the Loan Parties will cause the same to be granted to the Collateral Agent for the benefit of the Credit Parties (in accordance with the Intercreditor Agreement). 

 

	6.	Amendment to Article VII of Credit Agreement. The provisions of Article VII of the Credit Agreement are hereby amended as follows: 


 

	 	(a)	By deleting the provisions of Section 7.03 in their entirety therefrom and substituting in their stead the following new Section 7.03: 


7.03 Indebtedness. (a) Create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any
Indebtedness, except Permitted Indebtedness, (b) without limiting the provisions of clause (a) above, create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to any Indebtedness (other than the
Obligations) that is subordinated or junior in right of payment to any other Indebtedness of the Loan Parties, unless such Indebtedness is also subordinated or junior in right of payment, in the same manner and to the same extent, to the
Obligations, or (c) issue Disqualified Stock. 
  

	 	(b)	By deleting clause (d) from Section 7.06 thereof and substituting in its stead the following new clause (d): 


  
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 (d) (i) on or before November 15, 2012, the Parent may declare or pay cash dividends to its
stockholders in an aggregate amount not to exceed $100,000,000, provided that the payment of such dividend shall be made solely with proceeds of the Term Loan and the Loan Parties’ cash on hand prior to the Second Amendment Effective
Date, and not, for the avoidance of doubt, with the proceeds of any Credit Extensions; and (ii) on or before August 22, 2013, the Parent may declare or pay cash dividends to its stockholders in an aggregate amount not to exceed
$101,100,000, provided that the payment of such dividend shall be made solely with proceeds of the Term Loan and the Loan Parties’ cash on hand prior to the Third Amendment Effective Date, and not, for the avoidance of doubt, with the
proceeds of any Credit Extensions; 
  

	 	(c)	By amending the provisions of Section 7.07 thereof by deleting the phrase “Second Amendment Effective Date” from clause (b) thereof and substituting in its stead the phrase “Third Amendment
Effective Date”. 

  

	7.	Amendment to Article X of Credit Agreement. The provisions of Article X of the Credit Agreement are hereby amended by adding the following new Section 10.25 at the end thereof: 


10.25 Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to
provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the Facility Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall
only be liable under this Section 10.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.25, or otherwise under the Facility Guaranty, voidable under applicable
Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until payment in full of the Obligations. Each
Qualified ECP Guarantor intends that this Section 10.25 constitute, and this Section 10.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
  

	8.	Schedules to Credit Agreement. Each of the following schedules to the Credit Agreement is hereby amended by deleting such schedule in its entirety and restating it in its entirety in the form of the corresponding
schedule in Exhibit A attached hereto: Schedules 2.01, 5.05, 5.06, 5.07, 5.08(b)(1), 5.08(b)(2), 5.09, 5.10, 5.13, 5.17, 5.18, 5.21(a), 5.21(b), 5.24, 7.01, 7.02 and 7.03. 


 

	9.	Amendments to Security Agreement. The Security Agreement is hereby amended as follows: 


  
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	 	(a)	By amending the definition of “Perfection Certificate” set forth therein by deleting the phrase “the date hereof” therefrom and substituting in its stead the phrase “the Third Amendment
Effective Date”. 

  

	 	(b)	By adding the following new sentence at the end of the definition of “Secured Obligations” set forth therein: 


Notwithstanding the foregoing, with respect to any Guarantor, the term “Secured Obligations” shall exclude any Excluded Swap
Obligations with respect to such Guarantor. 
  

	 	(c)	By deleting each reference to the phrase “Second Amendment Effective Date” set forth in Section 6.2 thereof and substituting in its stead the phrase “Third Amendment Effective Date.


  

	 	(d)	By deleting each of the Schedules thereto in its entirety and substituting in its stead the corresponding Schedules annexed hereto as Exhibit B. 


 

	10.	Amendment to Facility Guaranty. The Security Agreement is hereby amended by adding the following new sentence at the end of the definition of “Guaranteed Obligations” set forth therein:


 Notwithstanding the foregoing, with respect to any Guarantor, the term “Guaranteed Obligations” shall exclude any
Excluded Swap Obligations with respect to such Guarantor. 
  

	11.	 Ratification of Loan Documents. Except as otherwise expressly provided herein, all terms and conditions of the Credit Agreement, the Security
Agreement, the Facility Guaranty and the other Loan Documents remain in full force and effect. The Loan Parties hereby ratify, confirm, and reaffirm that all representations and warranties of the Loan Parties contained in the Credit Agreement, the
Security Agreement and each other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that (x) such representations and warranties specifically refer to an earlier date, in which case
they are true and correct in all material respects on and as of such earlier date, or (y) such representations and warranties are subject to “materiality” or “Material Adverse Effect” or similar language, in which case they
are true and correct in all respects. The Guarantors hereby acknowledge, confirm and agree that the Guaranteed Obligations of the Guarantors under, and as defined in, the Facility Guaranty include, without limitation, all Obligations of the Loan
Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, as such Obligations have been amended pursuant to this Amendment. The Loan Parties hereby acknowledge, confirm and agree that the Security
Documents and any and all Collateral previously pledged to the Collateral Agent, for the benefit of the Credit Parties, pursuant thereto, shall continue to secure all applicable Obligations of the Loan Parties at any time




  
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and from time to time outstanding under the Credit Agreement and the other Loan Documents. 

  

	12.	Conditions to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent:


  

	 	(a)	The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by each of the parties hereto. 


 

	 	(b)	All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Amendment and the documents, instruments and agreements to be executed in connection
herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. 


 

	 	(c)	(i) The Term Loan Agreement shall have been entered into and shall be in form and substance satisfactory to the Administrative Agent, and contemporaneously herewith, the Borrowers shall have received at least
$235,000,000 of gross proceeds from the term loan made pursuant to the Term Loan Agreement, (ii) a Responsible Officer of the Lead Borrower shall have delivered a certificate to the Administrative Agent, in form and substance satisfactory to
the Administrative Agent, which certificate shall attach the Term Loan Agreement, any related documents and all other Term Documents and certify that such documents are true, correct and complete copies of all Term Documents, and (iii) the Term
Loan Agreement shall be in full force and effect and no “Default” or “Event of Default” (each as defined in the Term Loan Agreement) shall exist, or would result from the consummation of the transactions hereunder.


  

	 	(d)	 All obligations and indebtedness in respect of the Term Documents (as defined in the Credit Agreement as in effect immediately prior to the Third
Amendment Effective Date) shall be repaid and satisfied in full (or shall be repaid and satisfied in full on the Third Amendment Effective Date), including, without limitation, the termination of all outstanding commitments in effect under such Term
Documents, on terms and conditions and pursuant to documentation reasonably satisfactory to the Administrative Agent. All Liens and guarantees in respect of such obligations shall have been terminated and released (or will, on the Third Amendment
Effective Date, be terminated and released), and the Administrative Agent shall have received evidence thereof reasonably satisfactory to the Administrative Agent and a “pay-off” letter reasonably satisfactory to the Administrative Agent
with respect to such obligations and such UCC termination statements, control agreement terminations and other instruments and documents, in each case in proper form for recording, as the Administrative Agent shall have




  
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reasonably requested to release and terminate of record the Liens securing such obligations (or arrangements for such release and termination reasonably satisfactory to the Administrative Agent
shall have been made). 

  

	 	(e)	The Intercreditor Agreement shall have been duly executed by all parties thereto and delivered to the Administrative Agent, and shall be in form and substance satisfactory to the Administrative Agent. 


 

	 	(f)	The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the applicable Loan Parties, a short-form grant of security interest with
respect to certain Trademarks (as defined in the Security Agreement) described therein. 

  

	 	(g)	The Administrative Agent shall have received favorable opinions of Winston & Strawn LLP, counsel to the Loan Parties, Ray, Quinney & Nebeker, special Utah counsel to the Loan Parties, and
Lindquist & Vennum LLP, special Minnesota counsel to the Loan Parties, in each case addressed to the Administrative Agent and each other Credit Party, as to such matters concerning the Loan Parties, this Amendment and the other Loan
Documents as the Administrative Agent may reasonably request. 

  

	 	(h)	The Loan Parties shall have paid in full all reasonable costs and expenses of the Agents (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution and
delivery of this Amendment and related documents. 

  

	 	(i)	No Default or Event of Default shall have occurred and be continuing. 

  

	 	(j)	No “Default” or “Event of Default” (each as defined in the Term Credit Agreement) shall have occurred and be continuing. 


 

	 	(k)	The Administrative Agent shall have received such additional documents, instruments, and agreements as any Agent may reasonably request in connection with the transactions contemplated hereby. 


 

	13.	Post-Third Amendment Effective Date Covenants. The Loan Parties hereby covenant and agree as follows: 

  

	 	(a)	Within thirty (30) days after the Third Amendment Effective Date, the Loan Parties shall deliver to the Agents (i) certificates of insurance and (ii) endorsements in favor of the Collateral Agent
evidencing that all insurance required to be maintained pursuant to Section 6.07 of the Credit Agreement has been obtained and is in effect. 


  
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	 	(b)	Within thirty (30) days after the Third Amendment Effective Date, the Loan Parties shall deliver to the Collateral Agent such Blocked Account Agreements and Securities Account Control Agreements as may be
reasonably required by the Collateral Agent, together with evidence of termination of all Liens in favor of the Term Agent (as defined in the Credit Agreement as in effect immediately prior to the Third Amendment Effective Date) with respect to DDAs
and Securities Accounts, in each as in form and substance reasonably satisfactory to the Collateral Agent and duly executed by the parties thereto. 


The Loan Parties acknowledge and agree that the failure to comply with any of the covenants set forth in this Section 13 shall constitute
an immediate Event of Default pursuant to Section 8.01(b) of the Credit Agreement. 
  

	14.	Representations and Warranties. 

  

	 	(a)	The execution, delivery and performance by each Loan Party of this Amendment and the performance of each Loan Party’s obligations hereunder have been duly authorized by all necessary corporate or other
organizational action, do not and shall not: (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or
require any payment to be made under (x) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (y) any order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (iii) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the
Collateral Agent under the Security Documents); or (iv) violate any Law. 

  

	 	(b)	This Amendment has been duly executed and delivered by each Loan Party. This Amendment constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law. 

  

	 	(c)	After giving effect to the transactions contemplated by this Amendment and the Term Documents (including, without limitation, the making of the Restricted Payment described in Section 7.06(d)(ii) of the
Credit Agreement), the Loan Parties, on a Consolidated basis, are and will be Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the
transactions contemplated by this Amendment or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party. 


  
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	 	(d)	There has been no event or circumstance since February 2, 2013 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. 


 

	 	(e)	No consents, licenses or approvals are required in connection with the execution, delivery and performance by any Loan Party, and the validity against such Loan Party, of this Amendment or any other Loan Document to
which it is a party. 

  

	 	(f)	No Default or Event of Default has occurred and is continuing. 

  

	 	(g)	No “Default” or “Event of Default” (each as defined in the Term Credit Agreement) has occurred and be continuing. 


 

	15.	Miscellaneous. 

  

	 	(a)	Each of the Loan Parties hereby acknowledges and agrees that it has no offsets, defenses, claims, or counterclaims against the Agents, the other Credit Parties, or their respective parents, affiliates, predecessors,
successors, or assigns, or their officers, directors, employees, attorneys, or representatives, with respect to the Obligations, and that if any of the Loan Parties now has, or ever did have, any offsets, defenses, claims, or counterclaims against
such Persons, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Amendment, all of them are hereby expressly WAIVED, and each of the Loan Parties hereby RELEASES
such Persons from any liability therefor. 

  

	 	(b)	This Amendment may be executed in several counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a
single contract. Delivery of an executed counterpart of a signature page to this Amendment by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 


 

	 	(c)	This Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. 

  

	 	(d)	 If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as 



  
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possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. 

  

	 	(e)	The Loan Parties represent and warrant that they have consulted with independent legal counsel of their selection in connection with this Amendment and are not relying on any representations or warranties of the Agents
or the other Credit Parties or their respective counsel in entering into this Amendment. 

  

	 	(f)	This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 


[SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties have hereunto caused this Amendment to be executed and their
seals to be hereto affixed as of the date first above written. 
  

							
	SPORTSMAN’S WAREHOUSE, INC., a Utah corporation, as Lead Borrower and as a Borrower
			
		 	By:	 	 /s/ Kevan Talbot

		 		 	Name:	 	Kevan Talbot
		 		 	Title:	 	Chief Financial Officer
	
	SPORTSMAN’S WAREHOUSE SOUTHWEST, INC., a California corporation, as a Borrower
			
		 	By:	 	 /s/ Kevan Talbot

		 		 	Name:	 	Kevan Talbot
		 		 	Title:	 	Chief Financial Officer
	
	MINNESOTA MERCHANDISING CORP., a Minnesota corporation, as a Borrower
			
		 	By:	 	 /s/ Kevan Talbot

		 		 	Name:	 	Kevan Talbot
		 		 	Title:	 	Chief Financial Officer
	
	PACIFIC FLYWAY WHOLESALE, LLC, a Delaware limited liability company, as a Borrower
			
		 	By:	 	 /s/ Kevan Talbot

		 		 	Name:	 	Kevan Talbot
		 		 	Title:	 	Chief Financial Officer


 Signature Page to Third Amendment to Credit Agreement 







 
							
	SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Utah corporation, as a Guarantor
			
		 	By:	 	 /s/ Kevan Talbot

		 		 	Name:	 	Kevan Talbot
		 		 	Title:	 	Chief Financial Officer



  
 Signature Page to
Third Amendment to Credit Agreement 








 
							
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent, Collateral Agent, Lender and Swing Line Lender
			
		 	By:	 	 /s/ Peter A. Foley

		 		 	Name:	 	Peter A. Foley
		 		 	Title:	 	Duly Authorized Signatory



  
 Signature Page to
Third Amendment to Credit Agreement 








 Schedule I 

Borrowers other than the Lead Borrower 

Sportsman’s Warehouse Southwest, Inc. 
 Minnesota
Merchandising Corp. 
 Pacific Flyway Wholesale, LLC 







 Schedule II 

Guarantors 
 Sportsman’s Warehouse
Holdings, Inc. 







 EXECUTION VERSION 

Exhibit A 
 Updated
Schedules to Credit Agreement 
 [see attached] 







 SCHEDULE 2.01 

Commitments and Applicable Percentages 
  

									
	 Lender
	  	Commitment	 	  	Applicable Percentage	 
	 Wells Fargo Bank, National Association
	  	$	75,000,000	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	75,000,000	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 








 Disclosure Schedule 5.05 

Material Indebtedness 
 None. 







 Disclosure Schedule 5.06 

Litigation 
 None. 







 Disclosure Schedule 5.07 

Default 
 None. 







 Disclosure Schedule 5.08(b)(1) 

Owned Real Estate 
  

									
	 Loan Party
	  	 Address/City/State/Zip Code
	  	 County
	  	 Type of Location
	  	 Existing Liens

on Property

	 Sportsman’s Warehouse, Inc.
	  	 41 W. 84th Avenue, Thornton,
 Colorado
80260
	  	Adams	  	Outparcel1	  	None

  

	1	The estimated market value of this property is $376,768. 








 Disclosure Schedule 5.08(b)(2) 

Leased Real Estate 
  

							
	 Loan Party
	  	 Address/City/State/Zip Code
	  	 County
	  	 Current Landlord

	Sportsman’s Warehouse, Inc.	  	1750 South Greenfield Rd., Mesa, AZ 85206-3481	  	Maricopa	  	 Spirit SPE Portfolio 2012-4, LLC (DE LLC)

14631 N. Scottsdale Road, Suite 200
 Scottsdale, AZ 85254-2711

Attn: Compliance Department
 Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

				
	Sportsman’s Warehouse, Inc.	  	19205 North 27th Ave., Phoenix, AZ 85027	  	Maricopa	  	 Spirit SPE Portfolio 2012-4, LLC (DE LLC)

14631 N. Scottsdale Road, Suite 200
 Scottsdale, AZ 85254-2711

Attn: Compliance Department
 Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

				
	Sportsman’s Warehouse, Inc.	  	1675 Rocky Mountain Ave., Loveland, CO 80538	  	Larimer	  	 Spirit SPE Portfolio 2012-4, LLC (DE LLC)

14631 N. Scottsdale Road, Suite 200
 Scottsdale, AZ 85254-2711

Attn: Compliance Department
 Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

				
	Sportsman’s Warehouse, Inc.	  	11 West 84th Ave, Thornton, CO 80260	  	Adams	  	 Spirit SPE Portfolio 2012-4, LLC (DE LLC)

14631 N. Scottsdale Road, Suite 200
 Scottsdale, AZ 85254-2711

Attn: Compliance Department
 Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

				
	Sportsman’s Warehouse, Inc.	  	921 SE Oralabor Rd., Ankeny, IA 50021	  	Polk	  	 Spirit SPE Portfolio 2012-4, LLC (DE LLC)

14631 N. Scottsdale Road, Suite 200
 Scottsdale, AZ 85254-2711

Attn: Compliance Department
 Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

				
	Sportsman’s Warehouse, Inc.	  	165 West 7200 South, Midvale, UT 84047	  	Salt Lake	  	 Spirit SPE Portfolio 2012-4, LLC (DE LLC)

14631 N. Scottsdale Road, Suite 200
 Scottsdale, AZ 85254-2711

Attn: Compliance Department
 Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com










							
	 Loan Party
	  	 Address/City/State/Zip Code
	  	 County
	  	 Current Landlord

	Sportsman’s Warehouse, Inc.	  	8681 Old Seward Highway, Anchorage, AK 99515	  	Municipality of Anchorage	  	 ANC Dimond LLC and ANC Hawkins LLC (ID LLC)
 c/o
Hawkins Companies LLC
 Attn: Legal Department
 855 Broad
Street, Suite 300
 Boise, ID 83702-7153

				
	Sportsman’s Warehouse, Inc.	  	423 Merhar Avenue, Fairbanks, AK 99701-3166	  	Fairbanks North Star Borough	  	 Aurora Center LLC, Cascade I, LLC and Cornell III, LLC

c/o Elliott Associates
 901 NE Glisan Street

Portland, OR 97232

				
	Sportsman’s Warehouse, Inc.	  	44402 Sterling Highway, Soldotna, AK 99669-8033	  	Kenai Peninsula Borough	  	 SXQ Company, LLC
 c/o Penco Properties

Attn: Henry Penney
 3620 Penland Parkway

Anchorage, AK 99508
 Phone: (907) 276-2222

				
	Sportsman’s Warehouse, Inc.	  	1901 East Parks Highway, Wasilla, AK 99654	  	Matanuska-Susitna Borough	  	 G&M Wasilla LLC (ID LLC)
 c/o Hawkins
Companies LLC
 Attn: Legal Department
 855 Broad Street, Suite
300
 Boise, ID 83702-7153

				
	Sportsman’s Warehouse, Inc.	  	3945 West Costco Drive, Marana (Tucson), AZ 85741	  	Pima	  	 HCO Marana LLC (ID LLC), GRH Marana LLC and KFG Holdings LLC

c/o Hawkins Companies LLC
 Attn: Legal Department

855 Broad Street, Suite 300
 Boise, ID 83702-7153

				
	Sportsman’s Warehouse Southwest, Inc.	  	 1659 Hilltop Drive,
 Redding, CA
96002-0240
	  	Shasta	  	 LEJ Properties, LLC
 11400 W. Olympic Blvd.,
Suite 330
 Los Angeles, CA 90064

				
	Sportsman’s Warehouse Southwest, Inc. (an assignee of Sportsman’s Warehouse, Inc.)	  	6640 Lonetree Blvd., Rocklin, CA 95765	  	Placer	  	 MGP X Properties LLC
 425 California St., 11th Floor, San Francisco, CA 94104

				
	Sportsman’s Warehouse, Inc.	  	555 North Chelton Road, Colorado Springs, CO 80909-5217	  	El Paso	  	 MMP Citadel, LLC (a Delaware LLC)
 MMP Citadel,
LLC
 5571 Bleaux Avenue
 Springdale, AR 72762

				
	Sportsman’s Warehouse, Inc.	  	2464 US Highway 6 & 50, Suite A, Grand Junction, CO 81505	  	Mesa	  	 Grand Mesa Center, L.L.C. (DE LLC)
 c/o THF
Realty, Inc.
 2127 Innerbelt Business Center Drive
 Suite
200
 St. Louis MO 63114
 Attn: Lease
Administration

				
	Sportsman’s Warehouse, Inc.	  	 2909 South 25th East,
 Idaho Falls, ID
83405
	  	Bonneville	  	 William H. Ziering
 P.O. Box 8435

15611 Via De Santa Fe
 Rancho Santa Fe, CA
92067










							
	 Loan Party
	  	 Address/City/State/Zip Code
	  	 County
	  	 Current Landlord

	Sportsman’s Warehouse, Inc.	  	 2002 Thain Grade,
 Lewiston, ID,
83501-4105
	  	Nez Perce	  	 McCann Ranch & Livestock Co.
 Attn: William
V. McCann, Jr., President
 1027 Bryden Avenue
 Lewiston, Idaho
83501
 Telephone: (208) 743-5517

				
	Sportsman’s Warehouse, Inc.	  	3797 East Fairview Avenue, Meridian, ID 83642	  	Ada	  	 GS II Meridian Crossroads LLC
 C/O DDR New
Business Development, Department 20236, PO Box 931256, Cleveland, OH 44122

				
	Sportsman’s Warehouse, Inc.	  	16865 North Market Place Blvd., Nampa, ID 83687	  	Canyon	  	 Trade Zone Associates (CA LLP), Mabury Village (CA GP)

595 Millich Drive, Suite 103
 Campbell CA 95008

Attn: Joel Rubnitz
 Phone: (408) 871-8722

Fax: (408) 374-5953

				
	Sportsman’s Warehouse, Inc.	  	 1940 Bridgeview Blvd.,
 Twin Falls, ID
83301
	  	Twin Falls	  	 Base Jumper LLC
 C/O Woodbury Corporation

2733 e. Parleys Way, Suite 300
 Salt Lake City, UT
84109-1662

				
	Sportsman’s Warehouse, Inc.	  	 2200 War Admiral Way, Suite 140,
 Lexington, KY
40509
	  	Lexington-Fayette	  	 War Admiral Place, LLC (KY LLC)
 2527 Sir Barton
Way
 Lexington, KY 40509

				
	Sportsman’s Warehouse, Inc.	  	130 Marathon Way, Southaven, MS 38671	  	De Soto	  	 SW-MS, LLC
 Lucknow, LLC

Nolin SW, LLC
 Attn: James Devincenti

1 Blackfield Drive, #112
 Tiburon, CA 94920

Phone: (415) 625-2158 (office)
 Phone: (415) 516-3270
(cell)

				
	Sportsman’s Warehouse, Inc.	  	 5647 Centennial Center Boulevard,
 Las Vegas, NV
89149-7104
	  	Clark	  	 Inland Diversified Las Vegas Centenial Gateway, L.L.C.

2901 Butterfield Road
 Oak Brook, IL 60523

800-426-4713

				
	Sportsman’s Warehouse, Inc.	  	 3306 Kietzke Lane,
 Reno, NV 89502
	  	Washoe	  	 Kietzke Plaza LLC (WA LLC)
 Attn: Rob Rothe

3000 Northup Way
 Suite 101

Bellevue, WA 98004

				
	Sportsman’s Warehouse, Inc.	  	1450 Renaissance Blvd. NE, Albuquerque, NM 87107	  	Bernalillo	  	 Kenneth Donald Knievel
 Administrative Agent

225 Sequoia Circle
 Windsor, CO 80550-5807

				
	Sportsman’s Warehouse, Inc.	  	 4905 E. Main St.,
 Farmington NM
87402-8657
	  	San Juan	  	 Hawkins-Smith & Christensen LLC (ID LLC)

c/o Hawkins Companies LLC
 Attn: Legal Department

855 Broad Street, Suite 300
 Boise, ID
83702-7153










							
	 Loan Party
	  	 Address/City/State/Zip Code
	  	 County
	  	 Current Landlord

	Sportsman’s Warehouse, Inc.	  	1710 Delta Waters Road, Medford, OR 97504	  	Jackson	  	 Crater Lake Venture, LLC (OR LLC)
 Attn: Sheila
Roley, Property Manager
 744 Cardley Avenue, Suite 100

Medford, OR 97504

				
	Sportsman’s Warehouse, Inc.	  	476 Piney Grove Road, Columbia, SC 29210	  	Richland	  	 Boise Spectrum LLC (ID LLC), GRH Kaysville LLC (ID LLC) and MRH Venture Capital LLC (ID LLC)

c/o Hawkins Companies LLC
 Attn: Legal Department

855 Broad Street, Suite 300
 Boise, ID 83702-7153

				
	Sportsman’s Warehouse, Inc.	  	 6241 Perimeter Drive,
 Suite 101,

Chattanooga, TN 37421
	  	Hamilton	  	 G&M Chattanooga (ID GP) and Slovis Chattanooga, LLC (TN LLC)

c/o Hawkins Companies LLC
 Attn: Legal Department

855 Broad Street, Suite 300
 Boise, ID 83702-7153

				
	Sportsman’s Warehouse, Inc.	  	 1075 South University Avenue,
 Provo, UT
84601
	  	Utah	  	 East Bay Center, LLC, (UT LLC)
 c/o Mike
Kehoe
 PO Box 428
 Lake Oswego, OR 97034

				
	Sportsman’s Warehouse, Inc.	  	 7035 S. High Tech Drive, Suite 200
 Midvale, UT
84047
	  	Salt Lake	  	 7037 South Warehouse LLC (UT LLC)
 Attn: Scott
A. Nielsen
 6371 South Vintage Oak Lane
 Salt Lake City, UT
84121

				
	Sportsman’s Warehouse, Inc.	  	1137 West Riverdale Road, Riverdale, UT 84405	  	Weber	  	 DDR Riverdale South LLC
 c/o Developers
Diversified Realty Corporation
 3300 Enterprise Parkway

Beachwood, OH 44122
 Re: Account # 104873-20247-7076

Attn: Vice President-Leasing

				
	Sportsman’s Warehouse, Inc.	  	 2957 East 850 North,
 St. George, UT
84790
	  	Washington	  	 Miller Properties St. George, LLC (ID LLC)

Attn: Otto Miller
 1395 Marsten Road

Burlingame, CA 94010

				
	Sportsman’s Warehouse, Inc.	  	 9669 South Prosperity Road,
 West Jordan, UT
84081
	  	Salt Lake	  	 KPFN Properties, L.C.
 The Ninigret Group, L.C.
Manager
 1700 South 4650 West
 Salt Lake City, UT 84104

Attn: Randolph G. Abood, Manager

				
	Sportsman’s Warehouse, Inc.	  	3550 Ferncliff Avenue N.W., Roanoke, VA 24017	  	Roanoke	  	 MRH Venture Capital LLC (ID LLC)
 c/o Hawkins
Companies LLC
 Attn: Legal Department
 855 Broad Street, Suite
300
 Boise, ID 83702-7153

				
	Sportsman’s Warehouse, Inc.	  	120 31st Avenue SE, Suite G, Puyallup, WA 98374	  	Pierce	  	 SHV Partners LLC
 C/O Echelbarger Company

22833 Bothell-Everett Highway 207
 Bothell, WA
98021










							
	 Loan Party
	  	 Address/City/State/Zip Code
	  	 County
	  	 Current Landlord

	Sportsman’s Warehouse, Inc.	  	 4120 East 2nd Street,
 Casper, WY
82609-2319
	  	Natrona	  	 GRH Casper LLC
 MKJ Casper LLC

c/o Hawkins Companies LLC
 Attn: Legal Department

855 Broad Street, Suite 300
 Boise, ID 83702-7153

				
	Sportsman’s Warehouse, Inc.	  	3745 East Lincoln Way, Cheyenne, WY 82001	  	Laramie	  	 SW Cheyenne, LLC
 Attn: Mike Stangl

90 East 7200 South, Suite 200
 Midvale, UT 84047

Telephone: (801) 255-1222

				
	Pacific Flyway Wholesale, LLC	  	 1630 South 5070 West,
 Salt Lake City, UT
84104
  
 1730 South 5200 West, Salt Lake City, UT 841042
	  	Salt Lake	  	 Natomas Meadows, LLC
 1505 South Redwood
Road
 P.O. Box 30076
 Salt Lake City, UT 84130

				
	Sportsman’s Warehouse, Inc.	  	1443 South Carson Street, Carson City, NV 89701	  	Carson City	  	 The Carrington Company
 Attn: Lease
Administrator
 627 H Street
 Eureka, CA 95501,
707-455-9601

				
	Sportsman’s Warehouse, Inc.	  	611 Valley Mall Parkway, East Wenatchee, WA 98801	  	Chelan	  	 VCG-Wenatchee Valley Mall, LLC
 11611 San
Vicente Boulevard, 10th Floor
 Los Angeles, CA 90049

				
	Sportsman’s Warehouse, Inc.	  	18645 NW Tanasbourne Drive, Hillsboro, OR 97124-7129	  	Washington	  	 Tanasbourne Retail Center, LLC and Tanasbourne Robinson & Sons, LLC

Attn: Steve Biggi
 3825 SW Hall Boulevard

Beaverton, OR 97005
 503-646-0230

				
	Sportsman’s Warehouse, Inc.	  	91 E 1400 N, Logan, Utah 84341	  	Cache	  	 Black Sheep Land Company LLC
 c/o Woodbury
Corporation
 2733 Parleys Way, Suite 300
 Salt Lake City, UT
84109
 801-485-7770

				
	Sportsman’s Warehouse, Inc.	  	2214 Tschache Lane, Bozeman, Montana 59715	  	Gallatin	  	 Stone Ridge Partners LLC
 c/o Hawkins Companies
LLC
 855 W. Broad St., Suite 300
 Boise, ID 83702

				
	Sportsman’s Warehouse, Inc.	  	2990 N. Sanders Road, Helena, Montana 59601	  	Lewis and Clark	  	 GRH Jenks LLC and JGH Helena LLC
 c/o Hawkins
Companies LLC
 855 W. Broad St., Suite 300
 Boise, ID
83702


  

	2	This location is for a powder bunker at the facility, which is part of the lease. 









							
	 Loan Party
	  	 Address/City/State/Zip Code
	  	 County
	  	 Current Landlord

	Sportsman’s Warehouse, Inc.	  	2323 North Reserve Street, Missoula, Montana 59808	  	Missoula	  	 Gateway Limited Partnership
 Attn: John H.
Crowley
 101 International Way
 P.O. Box 16630

Missoula, MT 59808

				
	Sportsman’s Warehouse, Inc.	  	63492 Hunnell Road, Bend, Oregon 97701	  	Deschutes	  	 Cascade Blvd. Center LLC and Cornell II LLC
 901
NE Glisan Street, Portland, OR 97232

				
	Sportsman’s Warehouse, Inc.	  	9401 East 82nd Avenue, Portland (Clackamas), Oregon 97222	  	Multnomah	  	 Johnson Creek Station, Inc.
 11501 Northlake
Drive
 Cincinnati, OH 45249
 513-554-1110

				
	Sportsman’s Warehouse, Inc.	  	1260 Lancaster Drive SE, Salem, Oregon 97317	  	Marion	  	 H&F Investments, LLC
 c/o Hull Resources LP
& O’Brien-Hull LP, Unit ID LMP-069
 P.O. Box 2448

Portland, OR 97208-2448
 503-224-6791

				
	Sportsman’s Warehouse, Inc.	  	1405 S. 348th Street, Federal Way, Washington 98003	  	King	  	 Tri-Mark - Federal Way Crossings LP
 c/o Trimark
Petroleum, 406 Ellingson Road, Second Floor, Pacific, WA 98047
  
 Fana Federal Way
Crossings Limited Partnership, Sunray Federal Way Crossings, LLC, and Trinaf Federal Way Crossings LLC
 c/o Fana Group of Companies

10655 NE 4th Street, Suite 700

Bellevue, WA 98004

				
	Sportsman’s Warehouse, Inc.	  	6603 West Canal Drive, Kennewick, Washington 99336	  	Benton	  	 SW Kennewick LLC
 C/O David H. Malcolm, Inc,.
Realtor
 Suite 100
 1756 Lacassie Avenue

Walnut Creek, CA 94596-7010

				
	Sportsman’s Warehouse, Inc.	  	9577 Ridgetop Blvd., N.W., Suite 150, Silverdale, Washington 98383	  	Kitsap	  	 Alamo Silverdale, LLC
 C/O Alamo Group

3201 Danville Blvd., Suite 175
 Alamo, CA 94507

925-838-0604

				
	Sportsman’s Warehouse, Inc.	  	11505 NE Fourth Plan Road, Vancouver, Washington 98662	  	Clark	  	 Regency Centers, LP
 5335 SW Meadows Road, Kruse
II, Suite 295
 Lake Oswego, OR 97035

503-603-4700










							
	 Loan Party
	  	 Address/City/State/Zip Code
	  	 County
	  	 Current Landlord

	Sportsman’s Warehouse, Inc.	  	 ***
	  	Salt Lake	  	 ***


  
 *** Indicates that certain information contained herein
has been omitted and confidentially submitted separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 







 Disclosure Schedule 5.09 

Environmental Matters 
 None. 







 Disclosure Schedule 5.10 

Insurance 
 Summary of insurance policies
held by the Loan Parties: 
  

															
	 Type
	  	Policy #/Period	  	Limits	 	  	Deductible	 	  	Premiums	 
	 National Union Fire Insurance Co.
	  	***	  	 	Agent: Diversified Insurance / Carpenter Moore	  
	 Directors & Officers
	  	4/1/13 - 4/1/14	  	 	***	  	  	 	***	  	  			
	 Employment Practices
	  	4/1/13 - 4/1/14	  	 	***	  	  	 	***	  	  			
	 Third Party Discrimination
	  	4/1/13 - 4/1/14	  	 	***	  	  	 	***	  	  			
	 Fiduciary
	  	4/1/13 - 4/1/14	  	 	***	  	  	 	***	  	  	$	***	  
			
	 Federal Insurance Company
	  	***	  	 	Agent: Diversified Insurance / Carpenter Moore	  
	 D&O EPLI - Excess
	  	4/1/13 - 4/1/14	  	 	***	  	  	 	N/A	  	  	$	***	  
			
	 Worker’s Comp
	  		  	  
	 Agent: Lockton Companies
	   

	 All other Locations- Berkshire Hathaway
	  	***	  				  	 	Varies	  	  	$	***	  
	 CA Locations - Cypress Ins. Co.
	  	***	  				  	 	Varies	  	  	$	***	  
	 OR Locations - Continental Divide Ins Co.
	  	***	  				  	 	Varies	  	  	$	***	  
		  	11/1/12 - 11/1/13	  	 	(A) ***	  	  				  			
	
	 (A)   ***.
	       

			
	 GL, Property, Umbrella
	  		  	  
	 Agent: Lockton Companies
	   

	 General Liability
	  		  				  				  			
	 All other locations
	  	***	  				  				  	$	***	  
	 California/Nevada Stores
	  	***	  				  				  	$	***	  
	 Kentucky/Mississippi Stores
	  	***	  				  				  	$	***	  
	 Alaska Stores
	  	***	  				  	 	***	  	  	$	***	  
		  	11/1/12 - 11/1/13	  	 	***	  	  				  			
					
		  	***	  				  				  			
	 Property - Affiliated FM
	  	11/1/12 - 11/1/13	  	 	***	  	  	 	***	  	  	$	***	  
		  		  	  
	 (Other Deductibles: ***)
	   

		  	***	  				  				  			
	 Umbrella - National Union Fire Ins of PA
	  	11/1/12 - 11/1/13	  	 	***	  	  	 	***	  	  	$	***	  
			
	 XS Quake - QBE
	  	***	  	  
	 Agent: Lockton Companies
	   

		  	11/1/12 - 11/1/13	  	 	***	  	  				  	$	***	  
			
	 Auto - Depositors Ins Co
	  	***	  	  
	 Agent: Lockton Companies
	   

		  	11/1/12 - 11/1/13	  	 	***	  	  	 	***	  	  	$	***	  

  

*** Indicates that certain information contained herein has been omitted and confidentially submitted separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions. 








															
	 Type
	  	Policy #/Period	 	Limits	 	 	Deductible	 	 	Premiums	 
			
	 Ocean Cargo - Lloyds of London
	  	***	 	  
 
	 Agent: Lockton
Companies
	   
  

		  	11/1/12 - 11/1/13	 	 	*	** 	 	 	*	** 	 	 	*	** 
			
	 Crime - National Union Fire of PA
	  	***	 	  
 
	 Agent: Lockton
Companies
	   
  

		  	11/1/12 - 11/1/13	 	 	*	** 	 	 	*	** 	 	 	*	** 
			
	 Network Security - Network Security
	  	***	 	  
 
	 Agent: Lockton
Companies
	   
  

		  	11/1/12 - 11/1/13	 	 	*	** 	 	 	*	** 	 	 	*	** 

  
 *** Indicates that certain information contained herein
has been omitted and confidentially submitted separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 







 Disclosure Schedule 5.13 

Subsidiaries; Other Equity Investments; Equity Interests in the Borrower 

 

	(a)	Authorized Equity Interests 

  

					
	 Company
	  	Jurisdiction of Organization	  	 Authorized Equity Interests

	 Sportsman’s Warehouse, Inc.
	  	Utah	  	 1,000 Shares Common Stock, $.01 par value

	 Minnesota Merchandising Corp.
	  	Minnesota	  	 1,000 Shares Common Stock, $.01 par value

	 Sportsman’s Warehouse Southwest, Inc.
	  	California	  	 1,000 Shares Common Stock, $.01 par value

	 Pacific Flyway Wholesale, LLC
	  	Delaware	  	 Percentage Interests


  

	(b)	Equity Interests Held 

  

							
	 Issuer
	  	 Name of Stockholder
	  	 Class
	  	Number of Shares
	 Sportsman’s Warehouse, Inc.
	  	Sportsman’s Warehouse Holdings, Inc.	  	 Common Stock
	  	100
	 Minnesota Merchandising Corp.
	  	Sportsman’s Warehouse Holdings, Inc.	  	 Common Stock
	  	100
	 Sportsman’s Warehouse Southwest, Inc.
	  	Sportsman’s Warehouse, Inc.	  	 Common Stock
	  	100
	 Pacific Flyway Wholesale, LLC
	  	Sportsman’s Warehouse, Inc.	  	 Percentage Interests
	  	100% of the Percentage
Interests

  

	(c)	Loan Party Ownership 

  

							
	 Issuer
	  	 Name of Stockholder
	  	 Class
	  	Number of Shares
	  
 Sportsman’s
Warehouse Holdings, Inc.
	  	SEP SWH Holdings, L.P.	  	Common Stock	  	4,700,000
	  	New SEP SWH Holdings, L.P.	  	Common Stock	  	4,800,000
	  	 ***
	  	Restricted Nonvoting Common Stock	  	5,000
	  	 ***
	  	Restricted Nonvoting	  	157,250

  

*** Indicates that certain information contained herein has been omitted and confidentially submitted separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions. 








							
		  		  	Common Stock	  	
		  	 ***
	  	Restricted Nonvoting Common Stock	  	61,940
	  	 ***
	  	Restricted Nonvoting Common Stock	  	157,250
	  	 ***
	  	Restricted Nonvoting Common Stock	  	5,000
	  	 ***
	  	Restricted Nonvoting Common Stock	  	5,000
	  	 ***
	  	Restricted Nonvoting Common Stock	  	5,000
	  	 ***
	  	Restricted Nonvoting Common Stock	  	157,250
	  	John Schaefer	  	Restricted Nonvoting Common Stock	  	591,125
	  	 ***
	  	Restricted Nonvoting Common Stock	  	139,438
	  	 ***
	  	Restricted Nonvoting Common Stock	  	10,000
	  	Kevan Talbot	  	Restricted Nonvoting Common Stock	  	157,250
	  	 ***
	  	Restricted Nonvoting Common Stock	  	157,250
	  	 ***
	  	Restricted Nonvoting Common Stock	  	157,250
	  	 ***
	  	Restricted Nonvoting Common Stock	  	100
	  	 ***
	  	Restricted Nonvoting Common Stock	  	1,300
	  	 ***
	  	Restricted Nonvoting Common Stock	  	2,500
	  	 ***
	  	Restricted Nonvoting Common Stock	  	100
	  	 ***
	  	Restricted Nonvoting Common Stock	  	300
	  	 ***
	  	Restricted Nonvoting Common Stock	  	2,000
	  	 ***
	  	Restricted Nonvoting Common Stock	  	500
	  	 ***
	  	Restricted Nonvoting Common Stock	  	200
	  	 ***
	  	Restricted Nonvoting Common Stock	  	100
	  	 ***
	  	Restricted Nonvoting Common Stock	  	300,000

  
 *** Indicates that certain information contained herein
has been omitted and confidentially submitted separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 







 Disclosure Schedule 5.17 

Intellectual Property 
 None. 







 Disclosure Schedule 5.18 

Labor Matters 

Plan/Agreement/Arrangements: 
 Employee Stock Plan. 

The Management Reimbursement Agreement. 

Complaints/Claims: 
  

	 	1.	Sidney Jackson v. Sportsman’s Warehouse. On or about February 1, 2013, Sidney Jackson, a former employee at a Company location in Columbia, South Carolina, filed a charge of discrimination with United
States Equal Employment Opportunity Commission and the South Carolina Human Affairs Commission alleging discrimination based on race and age. This charge was assigned EEOC No. 14C-2013-00370 and SHAC No. 1-13-82D,A,S,RET. The Company
denies these allegations and will vigorously defend this charge. No evaluation presently can be made as to the final outcome of this matter or the likelihood or range of potential loss, if any. 








 Disclosure Schedule 5.21(a) 

DDAs and Blocked Accounts 
 U.S. Bank
National Association 
 One US Bank Plaza 
 7th & Washington 
 St. Louis, Missouri 63101 

 

					
	 Loan Party
	  	 Account Number
	  	 Account Type

	 Sportsman’s Warehouse, Inc.
	  	 ***
	  	Concentration Account
	  	 *** 
	  	Controlled Disbursement
	  	 *** 
	  	Main Operating Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	  	 *** 
	  	Depository Account
	 Sportsman’s Warehouse Holdings, Inc.
	  	 *** 
	  	Operating Account
	 Pacific Flyway Wholesale, LLC
	  	 *** 
	  	Collateral (Depository)
	  	 *** 
	  	Controlled Disbursement
	  	 *** 
	  	Operating Account

  

*** Indicates that certain information contained herein has been omitted and confidentially submitted separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions. 








					
	 Sportsman’s Warehouse Southwest, Inc.
	  	153910193207 (#149)	  	Depository Account

 Wells Fargo Bank, N.A. 

299 South Main St., 4th Floor 

SLC, UT 84111 
  

					
	 Loan Party
	  	 Account Number
	  	 Account Type

	Sportsman’s Warehouse, Inc.	  	 ***
	  	Collateral (Depository)
	  	 ***
	  	Operating Account
	  	 *** 
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Depository Account
	  	 ***
	  	Controlled Disbursement
	Pacific Flyway Wholesale, LLC	  	 ***
	  	Controlled Disbursement
	  	 ***
	  	Operating Account

  
 *** Indicates that certain information contained herein
has been omitted and confidentially submitted separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 







 Disclosure Schedules 5.21(b) 

Credit Card Arrangements 
  

	1.	Terms of Service, as may have been amended and supplemented from time to time (including without limitation by the terms of the PIN-Based, Online Debit Card Addendum to the Terms of Service) between Elavon, Inc. (US
Bank) and Sportsman’s Warehouse, Inc. 

  

	2.	Merchant Services Agreement, Form 33722, Rev. 9/02, effective as of June 1, 2003, as may have been amended and supplemented from time to time, between DFS Services LLC f/k/a Discover Financial Services LLC and
Sportsman’s Warehouse, Inc. 

  

	3.	American Express® Card Acceptance Agreement, as may have been amended and supplemented from time to time between American Express Travel Related Services Company,
Inc. and Sportsman’s Warehouse, Inc. 

  

	4.	On November 9, 2011, the Company received notice from Elavon, Inc. that it has been identified as a Payment Card Industry (“PCI”) Level 2 Merchant and, as such, is required to take certain compliance
actions, including the completion of the Visa Prohibited Data Retention Attestation form, which the Company completed on January 23, 2012. The Company updated Elavon, Inc. on its status and signed a current “Prioritized Approach
Summary & Attestation of Compliance” PCI form on June 26, 2013. 








 Disclosure Schedule 5.24 

Material Contracts 
  

	1.	Term Documents. 

  

	2.	See Section 5.08(b)(2) of this Disclosure Schedule. 








 Disclosure Schedule 7.01 

Existing Liens 
 None. 

Existing Financing Statements 
 None. 







 Disclosure Schedule 7.02 

Existing Investments 
 None other than as
listed on Schedule 5.13. 







 Disclosure Schedule 7.03 

Existing Indebtedness 
 None. 







 Exhibit B 

Updated Schedules to Security Agreement 

[see attached] 







 Schedule I 

Intercompany Notes 
 The Intercompany
Note, dated as of August 14, 2009, by and among Sportsman’s Warehouse Holdings, Inc., Sportsman’s Warehouse, Inc., Minnesota Merchandising Corp., Sportsman’s Warehouse Southwest, Inc. and Pacific Flyway Wholesale, LLC. 







 Schedule II 

Filings, Registrations and Recordings 

All asset UCC-1 Financing Statement naming Sportsman’s Warehouse, Inc. as Debtor and the Wells Fargo Retail Finance, LLC as Secured Party filed with the
Utah Department of Commerce. 
 All asset UCC-1 Financing Statement naming Sportsman’s Warehouse Holdings, Inc. as Debtor and the Wells Fargo Retail
Finance, LLC as Secured Party filed with the Utah Department of Commerce. 
 All asset UCC-1 Financing Statement naming Sportsman’s Warehouse
Southwest, Inc. as Debtor and the Wells Fargo Retail Finance, LLC as Secured Party filed with the California Secretary of State. 
 All asset UCC-1
Financing Statement naming Minnesota Merchandising Corp. as Debtor and the Wells Fargo Retail Finance, LLC as Secured Party filed with the Minnesota Secretary of State. 

All asset UCC-1 Financing Statement naming Pacific Flyway Wholesale, LLC as Debtor and the Wells Fargo Retail Finance, LLC as Secured Party filed with the
Delaware Secretary of State. 
 Grant of Security Interest in United States Trademarks naming Sportsman’s Warehouse, Inc. as Grantor and the Wells
Fargo Retail Finance, LLC as Grantee filed with the United States Patent and Trademark Office. 







 Schedule III 

Initial Pledged Interests 
  

									
	 Issuer
	  	 Name of Stockholder
	  	Class	  	Number of Shares	  	Certificate No.
	 Sportsman’s Warehouse, Inc.
	  	Sportsman’s Warehouse Holdings, Inc.	  	Common Stock	  	100	  	1
	 Minnesota Merchandising Corp.
	  	Sportsman’s Warehouse Holdings, Inc.	  	Common Stock	  	100	  	1
	 Sportsman’s Warehouse Southwest, Inc.
	  	Sportsman’s Warehouse, Inc.	  	Common Stock	  	100	  	1
	 Pacific Flyway Wholesale, LLC
	  	Sportsman’s Warehouse, Inc.	  	Percentage
Interests	  	100% of the
Percentage
Interests	  	Uncertificated








 Schedule IV 

Licenses 
 None. 







 Schedule V 

Tangible Chattel Paper 
 None. 







 Schedule VI 

Commodity Accounts 
 None. 







 Schedule VII 

Electronic Chattel Paper 
 None.