EX-10.3.1



 Exhibit 10.3.1 

FIRST AMENDMENT TO CREDIT AGREEMENT 

This First Amendment to Credit Agreement (this “Amendment”) is made as of October 27, 2011, 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 amending the definition of “Acquisition” by adding the following new sentence at the end thereof: 


Notwithstanding the foregoing, in no event will any Plan Redemption Payment be construed to be an Acquisition for purposes of
this Agreement. 

  
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	 	(b)	By amending the definition of “Additional Payment Conditions” in its entirety and substituting the following new definition in its stead: 


“Additional Payment Conditions” means satisfaction of the following, with respect to any Acquisition: (i) No
Event of Default has occurred and is continuing or would result after giving effect to the consummation of such Acquisition, and (ii) (a) at all times during the 90 day period immediately preceding the consummation of such Acquisition and
(b) immediately after giving effect to the consummation of such Acquisition, Availability shall not be less than 30% of the Loan Cap and (iii) the Administrative Agent shall have received projections reasonably satisfactory to the
Administrative Agent as determined on a pro forma basis, for the 180 day period immediately following the consummation of such Acquisition (after giving pro-forma effect thereto), that reflect the Borrowers collectively shall have Availability of at
least 30% of the Loan Cap; it being understood and agreed that it shall not constitute a breach of this requirement if Availability subsequently is less than 30% of the Loan Cap so long as the projection thereof is based on the good faith estimate
of the Borrowers at the time of such payment. 
  

	 	(c)	By amending the definition of “Applicable Margin” by deleting the pricing grid in its entirety and substituting the following in its stead: 


 

											
	 Level
	  	 Average Daily Availability
	  	LIBOR Margin	 	 	Base Rate Margin	 
	 I
	  	Greater than or equal to 50% of the Loan Cap	  	 	1.75	% 	 	 	0.75	% 
	 II
	  	Greater than or equal to 25% of the Loan Cap but less than 50% of the Loan Cap	  	 	2.00	% 	 	 	1.00	% 
	 III
	  	Less than 25% of the Loan Cap	  	 	2.25	% 	 	 	1.25	% 

  

	 	(d)	By deleting the definition of “Appraisal Percentage” in its entirety and substituting the following new definition in its stead: 


“Appraisal Percentage” means 90%. 
  

	 	(e)	By amending the definition of “Availability Reserves” by deleting the phrase “and” at the end of clause (x) thereof, re-numbering clause (xi) as clause (xii), and inserting the following
new clause (xi) in its stead: 


  
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 (xi) the Debt Maturity Reserve; and 

 

	 	(f)	By amending the definition of “Change in Law” by adding the following proviso at the end thereof: 


provided however, for purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, guidelines or directives in connection therewith and (ii) all rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States or Canadian regulatory authorities, in each case pursuant to Basel III, are deemed to have gone into effect and been adopted after the Closing Date. 

 

	 	(g)	By amending the definition of “Indebtedness” by adding the following new sentence at the end thereof: 


Notwithstanding the foregoing, in no event will any Plan Redemption Payment be construed to be Indebtedness for purposes of
this Agreement. 
  

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


“Maturity Date” means October 27, 2016. 

 

	 	(i)	By amending the definition of “Permitted Acquisition” by deleting clause (h) thereof in its entirety and substituting the following new clause (h) in its stead: 


(h) [Reserved.] 
  

	 	(j)	By amending the definition of “Permitted Investment” by deleting the phrase “and” at the end of clause (p) thereof, re-lettering clause (q) as clause (r), and inserting the following new
clause (r) in its stead: 

 (r) Plan Redemption Payments; and 

 

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


“Debt Maturity Reserve” means an Availability Reserve in an amount not to exceed the outstanding Indebtedness in
respect of the Trade Credit, the Sponsor Note and the Cash Flow Payments, such Debt Maturity Reserve to be established no earlier than ninety (90) days prior to the due date of such Indebtedness; provided that such Debt Maturity Reserve shall
be reduced on a dollar-for-dollar basis immediately prior to when such Indebtedness is paid, redeemed, repaid, refinanced or extended as provided. For the avoidance of doubt, with respect to any Borrowing the proceeds of which shall be used to pay
any Indebtedness described in the immediately preceding sentence, the Debt Maturity Reserve shall 

  
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be deemed reduced on a dollar-for-dollar basis in an amount equal to such Indebtedness to be paid for purposes of determining Availability hereunder. 

“Employee Stock Plan” means that certain Sportsman’s Warehouse Holdings, Inc. 2010 Equity Incentive Plan annexed
hereto as Exhibit J (as in effect on the First Amendment Effective Date and as subsequently amended in accordance with the terms hereof), pursuant to which certain Eligible Persons (as defined therein) may purchase restricted Equity Interests
in the Parent. 
 “First Amendment Effective Date” means October 27, 2011. 

“Payment Conditions” means satisfaction of the following, with respect to any payment of Indebtedness: (i) No
Event of Default has occurred and is continuing or would result after giving effect to the making of such payment of Indebtedness, and (ii) (a) at all times during the 90 day period immediately preceding the making of such payment of
Indebtedness and (b) immediately after giving effect to the making of such payment of Indebtedness, Availability shall not be less than 25% of the Loan Cap and (iii) the Administrative Agent shall have received projections reasonably
satisfactory to the Administrative Agent as determined on a pro forma basis, for the 180 day period immediately following the making of such payment of Indebtedness (after giving pro-forma effect thereto), that reflect the Borrowers collectively
shall have Availability of at least 25% of the Loan Cap; it being understood and agreed that it shall not constitute a breach of this requirement if Availability subsequently is less than 25% of the Loan Cap so long as the projection thereof is
based on the good faith estimate of the Borrowers at the time of such payment. 
 “Plan Redemption Payments” means
payments to Eligible Persons (as defined in the Employee Stock Plan) for the redemption of restricted Equity Interests issued to such employees pursuant to the Employee Stock Plan, which redemption is required pursuant to the terms of the Employee
Stock Plan. 
  

	 	(l)	By deleting the definitions of “Scheduled Payment Conditions” and “Sponsor Note Payment Conditions” in their entirety. 


 

	3.	Amendments to Article II of Credit Agreement. The provisions of Section 2.09(b) of the Credit Agreement are hereby amended by deleting the first sentence thereof in its entirety and substituting the
following new sentence in its stead: 

 In the event that the Termination Date occurs, for any reason, prior to
the Maturity Date, or in the event that the Borrowers reduce (but do not terminate) the Aggregate Commitments prior to the Maturity Date, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the
“Early Termination Fee”) in respect of amounts which are or become payable by reason thereof equal to (i) if the Termination Date or reduction occurs on or prior to April 27, 2012, one percent (1.0%) of the
Commitments then in effect (without 

  
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regard to any termination thereof) or of the amount of any reduction in the Aggregate Commitments, and (ii) if the Termination Date or reduction occurs during the period commencing on
April 28, 2012 and ending on October 27, 2012, one-half percent (0.5%) of the Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Aggregate Commitment; provided that no
Early Termination Fee shall be payable in the event that the Termination Date occurs and the Obligations are indefeasibly paid in full in cash contemporaneously with the occurrence of an event constituting a Change of Control of the type described
in clause (a) of the definition of such term. 
  

	4.	Amendments to Article VI of Credit Agreement. The provisions of Article VI of the Credit Agreement are hereby amended by deleting Section 6.11 thereof in its entirety and substituting the following new
Section 6.11 in its stead: 

 6.11 Use of Proceeds. Use the proceeds of the Credit Extensions
(a) to finance the acquisition of working capital assets of the Borrowers, including the purchase of inventory and equipment, in each case in the ordinary course of business, (b) to finance Capital Expenditures of the Borrowers,
(c) for general corporate purposes of the Loan Parties, (d) to pay in full any obligations outstanding under the Existing Credit Agreement, (e) to pay in full any obligations outstanding in respect of the Sponsor Note, the Trade
Credit, the Cash Flow Payments and other Subordinated Debt, in each case described in this Section 6.11 to the extent expressly permitted under applicable Law and the Loan Documents. 

 

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


 

	 	(a)	By deleting Section 7.07 thereof in its entirety and substituting the following new Section 7.07 in its stead: 


7.07 Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Debt, except (a) as long as no Event of Default then exists, regularly scheduled or mandatory repayments, repurchases,
redemptions or defeasances of Permitted Indebtedness (other than Subordinated Debt), (b) certain intercompany loans and advances between Borrowers and Guarantor to the extent mutually agreed by the Lead Borrower and the Administrative Agent,
including without limitation advances made to the Guarantor for payment of Taxes, (c) voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (but excluding on account of any Subordinated Debt),
(d) payments with respect to the Trade Credit, (e) the reimbursement of expenses of SEP SWH Holdings, L.P. and its Affiliates pursuant to the Management Reimbursement Agreement, (f) so long as the Payment Conditions shall have been
satisfied, payments and 

  
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prepayments of interest and principal with respect to Subordinated Debt, and (g) refinancings and refundings of such Indebtedness in compliance with Section 7.03. 

 

	 	(b)	By deleting Section 7.12 thereof in its entirety and substituting the following new Section 7.12 in its stead: 


7.12 Amendment of Material Documents. Amend, modify or waive (i) any of a Loan Party’s rights under
(a) its Organization Documents in a manner materially adverse to the Credit Parties, or (b) any Material Contract or Material Indebtedness (other than on account of any refinancing thereof otherwise permitted hereunder), in each case to
the extent that such amendment, modification or waiver would be reasonably likely to have a Material Adverse Effect, or (ii) any provision of the Employee Stock Plan without the written consent of the Agent, provided that the foregoing
shall not be deemed to restrict the ability of the Board (as defined in the Employee Stock Plan) to determine additional Eligible Persons (as defined in the Employee Stock Plan) in accordance with the terms of the Employee Stock Plan. 

 

	 	(c)	By deleting Section 7.15 thereof in its entirety and substituting the following new Section 7.15 in its stead: 


7.15 Excess Availability; Availability. Permit Excess Availability at any time to be less than ten percent (10%) of
the Loan Cap, or permit Availability at any time to be less than Five Million Five Hundred Thousand Dollars ($5,500,000). 
  

	6.	Amendment to 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 1.01(a), 1.01(b), 1.01(c), 2.01, 5.01, 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, 7.03, and 10.02.


  

	7.	Amendments to Exhibits to Credit Agreement. 

  

	 	(a)	Exhibit G to the Credit Agreement is hereby amended by deleting such exhibit in its entirety and restating it in its entirety in the form of Exhibit G attached hereto. 


 

	 	(b)	The Exhibits to the Credit Agreement are hereby amended by adding Exhibit J thereto in the form of Exhibit J attached hereto. 


 

	8.	References to Wells Fargo. Any and all references to “Wells Fargo Retail Finance, LLC” in the Credit Agreement or any other Loan Document shall mean and refer to “Wells Fargo Bank, National
Association (as successor by merger to Wells Fargo Retail Finance, LLC)”. 


  
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	9.	Ratification of Loan Documents. Except as otherwise expressly provided herein, all terms and conditions of the Credit Agreement, the Security Agreement 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 complete 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 and from time to time outstanding under the Credit Agreement and the other Loan Documents. 


 

	10.	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)	The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Borrowers, a Note in favor of each Lender requesting a Note and reflecting
the Commitment of such Lender after giving effect to this Amendment. 

  

	 	(d)	The Administrative Agent shall have received a favorable opinion of Lindquist & Vennum P.L.L.P., counsel to the Loan Parties, 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. 


  
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	 	(e)	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. 

  

	 	(f)	The Administrative Agent shall have received an updated Borrowing Base Certificate reflecting the Borrowing Base as of the date hereof (after giving effect to this Amendment). 


 

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

  

	 	(h)	On or prior to the date hereof, the Borrowers shall have paid the fees set forth in the First Amendment Fee Letter. 

  

	 	(i)	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. 


 

	11.	Post-Closing Covenants. 

  

	 	(a)	Within thirty (30) days following the First Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Loan Parties shall deliver to the Administrative Agent,
in form and substance reasonably satisfactory to the Administrative Agent, such updates to the Perfection Certificate delivered to the Administrative Agent on the Closing Date as are necessary to render the representations and warranties set forth
therein complete and accurate as of the First Amendment Effective Date (it being acknowledged and agreed that the Loan Parties shall not be required to update any such information appearing in the schedules annexed hereto as Exhibit A).


  

	 	(b)	 Without limiting the Loan Parties’ obligations under Section 6.17 of the Credit Agreement, Section 3.6 of the Security Agreement or any
similar provision in any Loan Document, to the extent any of the schedules annexed hereto as Annex A or the updates to the Perfection Certificate described in clause (a) above reflect (i) DDAs, freight forwarders, customs brokers,
distribution centers, or warehouses that are not currently the subject of Blocked Account Agreements, Collateral Access Agreements, customs broker agreements or similar agreements, or (ii) registered intellectual property that is not currently
subject to the Collateral Agent’s Lien of record with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, then, in each case, within sixty (60) days following the Administrative Agent’s
receipt of the updates to the Perfection Certificate described in clause (a) above (or such longer period as the Administrative Agent may agree in its sole discretion), the Loan Parties shall deliver to the Administrative Agent, in form and
substance reasonably satisfactory to the Administrative Agent, such Blocked Account Agreements, Collateral Access Agreements, customs broker agreements or similar agreements (in the




  
 8 









	 	
case of clause (i) above) and short form grants of security interest in intellectual property in form acceptable for recording with the United States Patent and Trademark Office or United
States Copyright Office, as applicable (in the case of clause (ii) above), as the Administrative Agent may reasonably request. 

  

	 	(c)	Within one hundred twenty (120) days following the First Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Loan Parties shall deliver to the
Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, (i) a duly executed amendment to the Mortgage in respect of the Eligible Real Estate owned by the Lead Borrower and located in Loveland, Larimer County,
Colorado, pursuant to which, among other things, amendment the aggregate principal amount referred to in Recital A of the Mortgage shall be increased from $75,000,000 to $95,000,000, (ii) in connection with such amendment, such endorsements to
the Mortgage Policies reasonably required by the Agents (to the extent available at commercially reasonable rates) and in amounts reasonably acceptable to the Collateral Agent, and (iii) an updated Schedule 7.01 to the Credit Agreement, which,
upon acceptance by the Administrative Agent thereof, shall replace and supersede the existing Schedule 7.01 to the Credit Agreement (it being understood and agreed that no revision to such Schedule shall be deemed the Credit Parties’ consent to
the matters reflected in such updated Schedule nor permit the Loan Parties to undertake any actions otherwise prohibited under the Credit Agreement; nor shall any such supplement to such Schedule be deemed the Credit Parties’ waiver of any
Default or Event of Default resulting from the matters disclosed therein). 

  

	 	(d)	Within one hundred twenty (120) days following the First Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Loan Parties shall deliver to the
Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Agents required under the Loan
Documents have been obtained and are in effect. 

 Notwithstanding anything to the contrary, the Loan Parties acknowledge and
agree that the failure of the Loan Parties to comply with any provision of this Section 11 shall constitute an immediate Event of Default pursuant to Section 8.01(b) of the Credit Agreement. 

 

	12.	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




  
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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, the Loan Parties, on a Consolidated basis, are 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 Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.


  

	 	(d)	There has been no event or circumstance since January 31, 2011 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, except for such consents, licenses and approvals attached hereto as Schedule III, each of which are in full force and effect as of the date hereof. 


 

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

  

	13.	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 



  
 10 









	 	
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 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:	 	Sportsman’s Warehouse, Inc., its Sole Member
		
	By:	 	 /s/ Kevan Talbot

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer



  
 Signature Page to
First 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
First 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 Foley

	Name:	 	 Peter Foley

	Title:	 	 Duly Authorized Signatory




  
 Signature Page to
First 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. 







 Schedule III 

Required Consents 
 None.








 Exhibit A 

Schedules to Credit Agreement 

[see attached] 







  

 
 REVISED SCHEDULES TO CREDIT
AGREEMENT 
 Dated as of October 27, 2011 

among 
 SPORTSMAN’S WAREHOUSE,
INC., 
 as the Lead Borrower 

For 
 The Borrowers Named Herein

 WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Administrative Agent, Collateral Agent, Swing Line Lender, 

and 
 The Other Lenders Party Hereto

  
  







 This document constitutes the schedules to the Credit Agreement dated May 28, 2010, as amended by that
certain First Amendment to Credit Agreement dated October 27, 2011 (the “Credit Agreement”) by and among (i) SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (in such capacity, the “Lead Borrower”), as
representative for the Borrowers from time to time party thereto (individually, a “Borrower” and, collectively with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Guarantors from time
to time party thereto (individually, a “Guarantor” and, collectively, the “Guarantors”), (iv) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the
“Lenders”), and (v) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and Swing Line Lender. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit
Agreement. 
 Matters reflected in these schedules are not necessarily limited to matters required by the Credit Agreement to be reflected herein. Such
additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. An exception or matter disclosed with respect to one representation or warranty shall also be deemed disclosed with respect
to each other warranty or representation to which the exception or matter reasonably relates to the extent such relationship is reasonably apparent on the face of the disclosure contained in these schedules. 







 Disclosure Schedule 1.01(a) 

Borrowers 
 Sportsman’s Warehouse,
Inc., a Utah corporation 
 Sportsman’s Warehouse Southwest, Inc., a California corporation 

Minnesota Merchandising Corp., a Minnesota corporation 
 Pacific
Flyway Wholesale, LLC, a Delaware limited liability company 

  
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 Disclosure Schedule 1.01(b) 

Eligible Real Estate 
 Lot 1, ROCKY
MOUNTAIN VILLAGE EIGHTH SUBDIVISION to the City of Loveland, County of Larimer, State of Colorado. 
 Property address: 1675 Rocky Mountain Avenue,
Loveland, Colorado. 

  
 4 








 Disclosure Schedule 1.01(c) 

Fiscal Calendar through Fiscal Year 2028 
  

																							
	 Fiscal

Year

Period
	 	  	FY09	  	FY10	  	FY11	  	FY12	  	FY13
	 	 	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End

	 	1	  	  	2/1/2009	  	2/28/2009	  	1/31/2010	  	2/27/2010	  	1/30/2011	  	2/26/2011	  	1/29/2012	  	2/25/2012	  	2/3/2013	  	 3/2/2013

	 	2	  	  	3/1/2009	  	3/28/2009	  	2/28/2010	  	3/27/2010	  	2/27/2011	  	3/26/2011	  	2/26/2012	  	3/24/2012	  	3/3/2013	  	 3/30/2013

	 	3	  	  	3/29/2009	  	5/2/2009	  	3/28/2010	  	5/1/2010	  	3/27/2011	  	4/30/2011	  	3/25/2012	  	4/28/2012	  	3/31/2013	  	 5/4/2013

	 	4	  	  	5/3/2009	  	5/30/2009	  	5/2/2010	  	5/29/2010	  	5/1/2011	  	5/28/2011	  	4/29/2012	  	5/26/2012	  	5/5/2013	  	 6/1/2013

	 	5	  	  	5/31/2009	  	6/27/2009	  	5/30/2010	  	6/26/2010	  	5/29/2011	  	6/25/2011	  	5/27/2012	  	6/23/2012	  	6/2/2013	  	 6/29/2013

	 	6	  	  	6/28/2009	  	8/1/2009	  	6/27/2010	  	7/31/2010	  	6/26/2011	  	7/30/2011	  	6/24/2012	  	7/28/2012	  	6/30/2013	  	 8/3/2013

	 	7	  	  	8/2/2009	  	8/29/2009	  	8/1/2010	  	8/28/2010	  	7/31/2011	  	8/27/2011	  	7/29/2012	  	8/25/2012	  	8/4/2013	  	 8/31/2013

	 	8	  	  	8/30/2009	  	9/26/2009	  	8/29/2010	  	9/25/2010	  	8/28/2011	  	9/24/2011	  	8/26/2012	  	9/22/2012	  	9/1/2013	  	 9/28/2013

	 	9	  	  	9/27/2009	  	10/31/2009	  	9/26/2010	  	10/30/2010	  	9/25/2011	  	10/29/2011	  	9/23/2012	  	10/27/2012	  	9/29/2013	  	 11/2/2013

	 	10	  	  	11/1/2009	  	11/28/2009	  	10/31/2010	  	11/27/2010	  	10/30/2011	  	11/26/2011	  	10/28/2012	  	11/24/2012	  	11/3/2013	  	 11/30/2013

	 	11	  	  	11/29/2009	  	12/26/2009	  	11/28/2010	  	12/25/2010	  	11/27/2011	  	12/24/2011	  	11/25/2012	  	12/29/2012	  	12/1/2013	  	 12/28/2013

	 	12	  	  	12/27/2009	  	1/30/2010	  	12/26/2010	  	1/29/2011	  	12/25/2011	  	1/28/2012	  	12/30/2012	  	2/2/2013	  	12/29/2013	  	 2/1/2014

						
	 	 	  	FY14	  	FY15	  	FY16	  	FY17	  	FY18
	 	 	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End

	 	1	  	  	2/2/2014	  	3/1/2014	  	2/1/2015	  	2/28/2015	  	1/31/2016	  	2/27/2016	  	1/29/2017	  	2/25/2017	  	2/4/2018	  	 3/3/2018

	 	2	  	  	3/2/2014	  	3/29/2014	  	3/1/2015	  	3/28/2015	  	2/28/2016	  	3/26/2016	  	2/26/2017	  	3/25/2017	  	3/4/2018	  	 3/31/2018

	 	3	  	  	3/30/2014	  	5/3/2014	  	3/29/2015	  	5/2/2015	  	3/27/2016	  	4/30/2016	  	3/26/2017	  	4/29/2017	  	4/1/2018	  	 5/5/2018

	 	4	  	  	5/4/2014	  	5/31/2014	  	5/3/2015	  	5/30/2015	  	5/1/2016	  	5/28/2016	  	4/30/2017	  	5/27/2017	  	5/6/2018	  	 6/2/2018

	 	5	  	  	6/1/2014	  	6/28/2014	  	5/31/2015	  	6/27/2015	  	5/29/2016	  	6/25/2016	  	5/28/2017	  	6/24/2017	  	6/3/2018	  	 6/30/2018

	 	6	  	  	6/29/2014	  	8/2/2014	  	6/28/2015	  	8/1/2015	  	6/26/2016	  	7/30/2016	  	6/25/2017	  	7/29/2017	  	7/1/2018	  	 8/4/2018

	 	7	  	  	8/3/2014	  	8/30/2014	  	8/2/2015	  	8/29/2015	  	7/31/2016	  	8/27/2016	  	7/30/2017	  	8/26/2017	  	8/5/2018	  	 9/1/2018

	 	8	  	  	8/31/2014	  	9/27/2014	  	8/30/2015	  	9/26/2015	  	8/28/2016	  	9/24/2016	  	8/27/2017	  	9/23/2017	  	9/2/2018	  	 9/29/2018

	 	9	  	  	9/28/2014	  	11/1/2014	  	9/27/2015	  	10/31/2015	  	9/25/2016	  	10/29/2016	  	9/24/2017	  	10/28/2017	  	9/30/2018	  	 11/3/2018

	 	10	  	  	11/2/2014	  	11/29/2014	  	11/1/2015	  	11/28/2015	  	10/30/2016	  	11/26/2016	  	10/29/2017	  	11/25/2017	  	11/4/2018	  	 12/1/2018

	 	11	  	  	11/30/2014	  	12/27/2014	  	11/29/2015	  	12/26/2015	  	11/27/2016	  	12/24/2016	  	11/26/2017	  	12/30/2017	  	12/2/2018	  	 12/29/2018

	 	12	  	  	12/28/2014	  	1/31/2015	  	12/27/2015	  	1/30/2016	  	12/25/2016	  	1/28/2017	  	12/31/2017	  	2/3/2018	  	12/30/2018	  	 2/2/2019



  
 5 









																							
	 	 	  	FY19	  	FY20	  	FY21	  	FY22	  	FY23
	 	 	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End

	 	1	  	  	2/3/2019	  	3/2/2019	  	2/2/2020	  	2/29/2020	  	1/31/2021	  	2/27/2021	  	1/30/2022	  	2/26/2022	  	1/29/2023	  	 2/25/2023

	 	2	  	  	3/3/2019	  	3/30/2019	  	3/1/2020	  	3/28/2020	  	2/28/2021	  	3/27/2021	  	2/27/2022	  	3/26/2022	  	2/26/2023	  	 3/25/2023

	 	3	  	  	3/31/2019	  	5/4/2019	  	3/29/2020	  	5/2/2020	  	3/28/2021	  	5/1/2021	  	3/27/2022	  	4/30/2022	  	3/26/2023	  	 4/29/2023

	 	4	  	  	5/5/2019	  	6/1/2019	  	5/3/2020	  	5/30/2020	  	5/2/2021	  	5/29/2021	  	5/1/2022	  	5/28/2022	  	4/30/2023	  	 5/27/2023

	 	5	  	  	6/2/2019	  	6/29/2019	  	5/31/2020	  	6/27/202.0	  	5/30/2021	  	6/26/2021	  	5/29/2022	  	6/25/2022	  	5/28/2023	  	 6/24/2023

	 	6	  	  	6/30/2019	  	8/3/2019	  	6/28/2020	  	8/1/2020	  	6/27/2021	  	7/31/2021	  	6/26/2022	  	7/30/2022	  	6/25/2023	  	 7/29/2023

	 	7	  	  	8/4/2019	  	8/31/2019	  	8/2/2020	  	8/29/2020	  	8/1/2021	  	8/28/2021	  	7/31/2022	  	8/27/2022	  	7/30/2023	  	 8/26/2023

	 	8	  	  	9/1/2019	  	9/28/2019	  	8/30/2020	  	9/26/2020	  	8/29/2021	  	9/25/2021	  	8/28/2022	  	9/24/2022	  	8/27/2023	  	 9/23/2023

	 	9	  	  	9/29/2019	  	11/2/2019	  	9/27/2020	  	10/31/2020	  	9/26/2021	  	10/30/2021	  	9/25/2022	  	10/29/2022	  	9/24/2023	  	 10/28/2023

	 	10	  	  	11/3/2019	  	11/30/2019	  	11/1/2020	  	11/28/2020	  	10/31/2021	  	11/27/2021	  	10/30/2022	  	11/26/2022	  	10/29/2023	  	 11/25/2023

	 	11	  	  	12/1/2019	  	12/28/2019	  	11/29/2020	  	12/26/2020	  	11/28/2021	  	12/25/2021	  	11/27/2022	  	12/24/2022	  	11/26/2023	  	 12/30/2023

	 	12	  	  	12/29/2019	  	2/1/2020	  	12/27/2020	  	1/30/2021	  	12/26/2021	  	1/29/2022	  	12/25/2022	  	1/28/2023	  	12/31/2023	  	 2/3/2024

						
	 	 	  	FY24	  	FY25	  	FY26	  	FY27	  	FY28
	 	 	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End
	  	 Beg
	  	 End

	 	1	  	  	2/4/2024	  	3/2/2024	  	2/2/2025	  	3/1/2025	  	2/1/2026	  	2/28/2026	  	1/31/2027	  	2/27/2027	  	1/30/2028	  	 2/26/2028

	 	2	  	  	3/3/2024	  	3/30/2024	  	3/2/2025	  	3/29/2025	  	3/1/2026	  	3/28/2026	  	2/28/2027	  	3/27/2027	  	2/27/2028	  	 3/25/2028

	 	3	  	  	3/31/2024	  	5/4/2024	  	3/30/2025	  	5/3/2025	  	3/29/2026	  	5/2/2026	  	3/28/2027	  	5/1/2027	  	3/26/2028	  	 4/29/2028

	 	4	  	  	5/5/2024	  	6/1/2024	  	5/4/2025	  	5/31/2025	  	5/3/2026	  	5/30/2026	  	5/2/2027	  	5/29/2027	  	4/30/2028	  	 5/27/2028

	 	5	  	  	6/2/2024	  	6/29/2024	  	6/1/2025	  	6/28/2025	  	5/31/2026	  	6/27/2026	  	5/30/2027	  	6/26/2027	  	5/28/2028	  	 6/24/2028

	 	6	  	  	6/30/2024	  	8/3/2024	  	6/29/2025	  	8/2/2025	  	6/28/2026	  	8/1/2026	  	6/27/2027	  	7/31/2027	  	6/25/2028	  	 7/29/2028

	 	7	  	  	8/4/2024	  	8/31/2024	  	8/3/2025	  	8/30/2025	  	8/2/2026	  	8/29/2026	  	8/1/2027	  	8/28/2027	  	7/30/2028	  	 8/26/2028

	 	8	  	  	9/1/2024	  	9/28/2024	  	8/31/2025	  	9/27/2025	  	8/30/2026	  	9/26/2026	  	8/29/2027	  	9/25/2027	  	8/27/2028	  	 9/23/2028

	 	9	  	  	9/29/2024	  	11/2/2024	  	9/28/2025	  	11/1/2025	  	9/27/2026	  	10/31/2026	  	9/26/2027	  	10/30/2027	  	9/24/2028	  	 10/28/2028

	 	10	  	  	11/3/2024	  	11/30/2024	  	11/2/2025	  	11/29/2025	  	11/1/2026	  	11/28/2026	  	10/31/2027	  	11/27/2027	  	10/29/2028	  	 11/25/2028

	 	11	  	  	12/1/2024	  	12/28/2024	  	11/30/2025	  	12/27/2025	  	11/29/2026	  	12/26/2026	  	11/28/2027	  	12/25/2027	  	11/26/2028	  	 12/30/2028

	 	12	  	  	12/29/2024	  	2/1/2025	  	12/28/2025	  	1/31/2026	  	12/27/2026	  	1/30/2027	  	12/26/2027	  	1/29/2028	  	12/31/2028	  	 2/3/2029



  
 6 








 SCHEDULE 2.01 

Commitments and Applicable Percentages 
  

									
	 Lender
	  	Commitment	 	  	Applicable Percentage	 
	 Wells Fargo Bank, National Association
	  	$	95,000,000	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	95,000,000	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 








 Disclosure Schedule 5.01 

Loan Parties’ Organizational Information 
  

									
	 Name
	  	 State of

Organization
	  	 Organization

Type
	  	 Organization

Number
	  	 FEIN

	Sportsman’s Warehouse Holdings, Inc.	  	Utah	  	Corporation	  	1467586-0142	  	39-1975614
					
	Sportsman’s Warehouse, Inc.	  	Utah	  	Corporation	  	991589-0142	  	87-0452614
					
	Minnesota Merchandising Corp.	  	Minnesota	  	Corporation	  	678698-2	  	20-0942908
					
	Sportsman’s Warehouse Southwest, Inc.	  	California	  	Corporation	  	C2888368	  	20-5218590
					
	Pacific Flyway Wholesale, LLC	  	Delaware	  	Limited liability company	  	4739552	  	27-1088315


  
 i 








 Disclosure Schedule 5.05 

Material Indebtedness 
 Sponsor Note. 

Cash Flow Payment. 
 Allowed Priority Tax Claims. 

Amounts due under the Leases. 
 Amounts due pursuant to the
mortgages listed on Schedule 7.03. 

  
 ii 








 Disclosure Schedule 5.06 

Litigation 
  

	1.	McGillis/Eckman Investments-Billings, LLC 

 McGillis/Eckman Investments-Billings, LLC
(“MEI”), as landlord, and Lead Borrower, as tenant, entered into a Lease dated March 20, 2008 (the “Billings Lease”) for the operation of a Sportsman’s Warehouse store in Billings, Montana (the “Billings
Store”). Lead Borrower assumed certain obligations of the Billings Lease in connection with that certain plan of reorganization (the “Plan”) confirmed by the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”), In re Sportsman’s Warehouse, Inc., Case No. 09-10990 (Bankr. D. Del.) (the “Reorganization”). On February 19, 2010, MEI filed a Complaint in Case No. DV-10 294, in the Thirteenth
Judicial District Court, Yellowstone County, in Billings, Montana (the “Montana Action”) alleging that Lead Borrower was in default of the Billings Lease for failure to purchase the Billings Store, pursuant to an Option to Purchase
contained in the Billings Lease. In the Montana Action, MEI sought specific performance of the purchase, or in the alternative, damages in the approximate amount of $3,000,000. At approximately the same time, MEI demanded that Lead Borrower vacate
the Billings Store, which vacation Lead Borrower completed as of March 1, 2010. On March 11, 2010, Lead Borrower filed a Notice of Removal in the Montana Action removing the Montana Action to the United States District Court for the
District of Montana under 28 U.S.C. Section 1334. On March 17, 2010, Lead Borrower filed a Complaint in the Bankruptcy Court (“Bankruptcy Court Action”) requesting declaration that the Montana Action is invalid or, in the
alternative, that the Bankruptcy Court’s order authorizing assumption of the Billings Lease be vacated. This matter remains a Bankruptcy Court Action. Initial disclosures have been exchanged by the parties and written discovery has been
completed. Depositions have been scheduled and rescheduled. On September 16, 2011, the Bankruptcy Court issued an Order which dismissed one of MEI’s claims and part of another MEI claim, but retained the remaining claims for trial. At this
time, Lead Borrower continues to pursue resolution of this matter in the most expeditious manner. 
  

	2.	See also Schedules 5.17 and 5.18 


  
 iii 








 Disclosure Schedule 5.07 

Default 
 None. 

  
 iv 








 Disclosure Schedule 5.08(b)(1) 

Owned Real Estate 
 Sportsman’s
Warehouse, Inc. 
  

			
	 Address
	  	 Mortgagee and/or Lien Holders

	Store #106	  	Wells Fargo Bank, National Association
	1675 Rocky Mountain Ave.	  	
	Loveland, CO 80538	  	
	Larimer County	  	
	Store #114	  	Steams Bank
	165 West 7200 South	  	
	Midvale, UT 84047	  	
	Salt Lake County	  	
	Store #117	  	Heritage Bank
	19205 N. 27th Ave.	  	
	Phoenix, AZ 85027	  	
	Maricopa County	  	
	Store #119	  	Beal Bank Nevada
	11 West 84th Ave.	  	
	Thornton, CO 80260	  	
	Adams County	  	
	Store #120	  	First American Bank
	921 SE Oralabor Rd.	  	
	Ankeny, IA 50021	  	
	Polk County	  	
	Store #139	  	Heritage Bank
	1750 S. Greenfield Rd.	  	
	Mesa, AZ 85206-3481	  	
	Maricopa County	  	

 No other Loan Party owns Real Estate. 

  
 v 








 Disclosure Schedule 5.08(b)(2) 

Leased Real Estate 
 Sportsman’s
Warehouse, Inc. 
  

			
	 Address
	  	 Current Landlord

	 1137 W. Riverdale Road
 Riverdale, Utah 84405
(Ogden)
 Weber County
	  	 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

		
	 3797 E. Fairview Avenue
 Meridian, Idaho 83642
(Boise)
 Ada County
	  	 GS II Meridian Crossroads LLC
 c/o Developers
Diversified Realty Corporation
 3300 Enterprise Parkway

Beachwood, OH 44122
 # 104873-20236-7074

		
	 2909 S. Hitt Road
 Ammon, Idaho 83405 (Idaho
Falls)
 Bonneville County
	  	 William H. Ziering
 P.O. Box 8435

15611 Via De Santa Fe
 Rancho Santa Fe, CA 92067

		
	 2464 US Highway 6 & 50
 Grand Junction,
Colorado 81505
 Mesa County
	  	 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

		
	 1075 South University Avenue
 Provo, Utah
84601
 Utah County
	  	 East Bay Center, LLC. (UT LLC)
 c/o Elliott
Associates, Inc. as agents
 901 NE Gilsan
 Portland, OR
97232

		
	 7035 High Tech Drive, #200
 Midvale, Utah
84047
 (Corporate Offices)
 Salt Lake County
	  	 7037 South Warehouse LLC (UT LLC)
 Attn: Scott
A. Nielsen
 6371 South Vintage Oak Lane
 Salt Lake City, UT
84121

		
	 1940 Bridgeview Blvd.
 Twin Falls, Idaho
83301
 Twin Falls County
	  	 Canyon Park I, LLC
 Attn: Tina F. Luper

161 5th Avenue South, Suite 202
 Twin Falls, ID 83303

208/421-8296 (phone)
 208/736-3912 (fax)



  
 vi 









			
	 Address
	  	 Current Landlord

	 8681 Old Seward Highway
 Anchorage, AK 99515

Anchorage Borough (County)
	  	 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

		
	 3306 Kietzke Lane
 Reno, Nevada 89502

Washoe County
	  	 Kietzke Plaza LLC (WA LLC)
 Attn: Rob Rothe

3000 Northup Way
 Suite 101

Bellevue, WA 98004

		
	 1450 Renaissance Blvd., NE
 Albuquerque, New
Mexico 87107
 Bernalillo County
	  	 Kenneth Donald Knievel
 Administrative Agent

225 Sequoia Circle
 Windsor, CO 80550-5807

		
	 3945 West Costco Drive
 Marana (Tucson), Arizona
85741
 Pima County
	  	 HCo Marana LLC (ID LLC)
 c/o Hawkins Companies
LLC
 Attn: Legal Department
 855 Broad Street, Suite 300

Boise, ID 83702-7153

		
	 423 Merhar Avenue
 Fairbanks, Alaska
99701-3166
 Fairbanks North Star Borough (County)
	  	 Aurora Center LLC, Cascade I, LLC and Cornell III, LLC

c/o Elliott Associates
 901 NE Glisan Street

Portland, OR 97232

		
	 9669 South Prosperity Road
 West Jordan, Utah
84081-6219
 (Distribution Center)
 Salt Lake County
	  	 KPFN Properties, L.C.
 The Ninigret Group, L.C.
Manager
 1700 South 4650 West
 Salt Lake City, UT 84104

Attn: Randolph G. Abood, Manager

		
	 555 North Chelton Road
 Colorado Springs, CO
80909-5217
 El Paso County
	  	 MMP Citadel, LLC (a Delaware LLC)
 MMP Citadel,
LLC
 5571 Bleaux Avenue
 Springdale, AR 72762

		
	 4120 East 2nd Street
 Casper, WY 82609-2319

Natrona County
	  	 GRH Casper LLC
 MKJ Casper LLC

c/o Hawkins Companies LLC
 Attn: Legal Department

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

		
	 6241 Perimeter Drive, Suite J
 Chattanooga, TN
37421-3601
 Hamilton County
	  	 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



  
 vii 









			
	 Address
	  	 Current Landlord

	 2957 East 850 North
 St. George, UT 84790

Washington County
	  	 Miller Properties St. George, LLC (ID LLC)

Attn: Otto Miller
 1395 Marsten Road

Burlingame, CA 94010

		
	 476 Piney Grove Road
 Columbia, South Carolina
29210
 Richland County
	  	 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

		
	 2200 War Admiral Place, Suite 130
 Lexington, KY
40509
 Lexington-Fayette County
	  	 War Admiral Place, LLC (KY LLC)
 2527 Sir Barton
Way
 Lexington, KY 40509

		
	 1901 East Parks Highway
 Wasilla, AK 99654

Matanuska-Susitna Borough (County)
	  	 G & M Wasilla LLC (ID LLC)
 e/o Hawkins
Companies LLC
 Attn: Legal Department
 855 Broad Street, Suite
300
 Boise, ID 83702-7153

		
	 1710 Delta Waters Road
 Medford, OR 97504

Jackson County
	  	 Crater Lake Venture, LLC (OR LLC)
 Attn: Sheila
Roley, Property Manager
 744 Cardley Avenue, Suite 100

Medford, OR 97504

		
	 44402 Sterling Highway
 Soldotna, AK 99669

Kenai Peninsula County
	  	 SXQ Company, LLC
 c/o Penco Properties

Attn: Henry Penney
 3620 Penland Parkway

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

		
	 130 Marathon Way
 Southaven, MS 38671

De Soto County
	  	 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)

		
	 1795 South 5350 West
 Salt Lake City, UT
84014
 (Fixture Warehouse)
 Salt Lake County
	  	 Landmark III Property LLC (UT LLC)
 9061 Santa
Monica Boulevard
 Los Angeles, CA 90069



  
 viii 









			
	 Address
	  	 Current Landlord

	 120 – 31st Avenue SE, Suite G
 Puyallup, WA
98374
 Pierce County
	  	 South Hill Village Limited Partnership
 c/o Anka
Property Group
 Attn: Andrew Stringer
 Level 3, 179-191 New
South Head Road
 (PO Box 727)
 Edgecliff NSW 2027

Telephone: +61 2 9302-3000

		
	 5647 Centennial Center Boulevard
 Las Vegas, NY
89149-7104
 Clark County
	  	 Centennial Gateway, LLC (NV LLC)
 Attn: Terri
Sturm
 5785 Centennial Center Blvd., Suite 230
 Las Vegas, NV
89149
 (702) 822-8200


 Sportsman’s Warehouse Southwest, Inc. 
  

			
	 Address
	  	 Current Landlord

	 6640 Lonetree Blvd.
 Rocklin, CA 95765

Placer County
	  	 Rocklin Retail LLC (CA LLC)
 Attn: Michael
Smythe
 142 S. Santa Cruz Avenue
 Los Gatos, CA
95030

		
	 Hilltop Drive and Highway 44
 1643 Hilltop
Drive
 Redding, CA 96002
 Shasta County
	  	 GRH California LLC, MRH Redding LLC and GP Hilltop LLC (ID LLCs)

c/o Hawkins Companies LLC
 Attn: Legal Department

855 Broad Street, Suite 300
 Boise, ID 83702

Phone: (208) 376-8522
 Fax: (208) 376-8523



  
 ix 








 Disclosure Schedule 5.09 

Environmental Matters 
 The
representations and warranties made by the Loan Parties in Section 5.09 are qualified by the contents of the following environmental reports and documents: 
  

					
	 Location
	  	 Assessment CO.
	  	 Date

	Twin Falls, ID	  	Ph I - EHM Engineering, Twin Falls, ID	  	07/12/00
	Anchorage, AK	  	Geo - Dowl Engineers, Anchorage, AK	  	09/18/92
	Albuquerque, NM	  	Ph I - Vinyard & Assoc., Albuquerque, NM	  	03/05/01
	Tucson, AZ	  	Ph I - AMEC, Tempe, AZ	  	06/24/04
		  	Geo - Speedie & Assoc., Phoenix, AZ	  	07/12/04
	Colorado Springs, CO	  	Geo - Terracon, Colorado Springs, CO	  	04/08/05
	St. George, UT	  	Geo - AGEC, St. George, UT	  	05/03/05
	Columbia, SC	  	Geo - Schnabel Engineering, W. Columbia, SC	  	08/18/05
	Rocklin, CA	  	Geo - Earthtec Ltd., Roseville, CA	  	10/14/97
	Billings, MT	  	Geo - Rimrock Engineering, Billings, MT	  	12/20/07
	Wasilla, AK	  	Geo - Northern Geotechnical Engineers, Anchorage, AK	  	09/20/06
	Loveland, CO	  	 ENSR
 1601 Prospect Prkwy

Fort Collins, CO 80525
	  	October, 1997
	Thornton, CO	  	 ERO Resources Corp
 1740 High Street

Denver, CO 80218
	  	June, 1996
	Thornton, CO	  	 Environmental Resources Mgmt
 S9S0 S Willow
Drive
 Greenwood Village, CO
	  	May, 2003
	Mesa, AZ	  	 Certified Environmental
 Services, INC

1348 E Missouri Ave
 Phoenix, AZ 8S014
	  	February, 2005
	Ankeny, IA	  	 Allender Butzke Engineers
 3660 109th Street

Urbandale IA S0322
	  	June, 2003
	Phoenix, AZ	  	 Knudsen-Smith Engineering
 7902 North Black
Canyon HWY
 Phoenix, AZ 85051
	  	October, 2002
	Midvale, UT	  	 Bingham Environmental
 5160 Wiley Post Way

Salt Lake City, UT 84116
	  	June, 2002


  
 x 









					
	 Location
	  	 Assessment CO.
	  	 Date

	 Review of Ankeny,
 Loveland, Mesa,

Phoenix, St. Cloud
	  	 Rqstd by Seidler performed by
 GaiaTech

3343 Peachtree Road NE
 Atlanta GA 30326
	  	June, 2007
	Midvale, UT	  	 GaiaTech
 3343 Peachtree Road NE

Atlanta GA 30326
	  	June, 2007
	Thornton, CO	  	 GaiaTech
 3343 Peachtree Road NE

Atlanta GA 30326
	  	May, 2007
	Distribution Center, UT	  	 GaiaTech
 3343 Peachtree Road NE

Atlanta GA 30326
	  	June, 2007
	Allen Park, MI	  	NTH Consultants, Ltd.	  	January, 2007
		  	 Post Closure Plan - Ford Motor Land Development Corporation

550 Town Center Drive, Suite 200
 Dearborn, MI 48126-2477
	  	July, 2004
	Puyallup, WA	  	 CMSI Environmental Specialties
 Asbestos
Inspection
 4227 S Meridian, STE C, #625
 Puyallup, WA
98373
	  	April, 2011


  
 xi 








 Disclosure Schedule 5.10 

Insurance 
 Summary of insurance policies
held by the Loan Parties: 
  

															
	 Type
	  	Policy #/Period	 	Limits	 	  	Deductible	 	  	Premiums	 
	 EPLI - Executive Risk Indemnity Inc.
	  	***	 	 
 	Agent: Diversified Insurance /
Carpenter Moore	  
  
	 Directors & Officers
	  	4/1/11 - 4/1/12	 	 	***	  	  	 	***	  	  			
	 Employment Practices
	  	4/1/11 - 4/1/12	 	 	***	  	  	 	***	  	  	 	Total premium for	  
	 Third Party Discrimination
	  	4/1/11 - 4/1/12	 	 	***	  	  	 	***	  	  	 	all three coverages	  
	 Fiduciary
	  	4/1/11 - 4/1/12	 	 	***	  	  	 	***	  	  	$	***	  
			
	 EPLI - Illinois National Insurance Co
	  	***	 	 
 	Agent: Diversified Insurance /
Carpenter Moore	  
  
	 D&O EPLI - Excess
	  	4/1/11 - 4/1/12	 	 	***	  	  	 	N/A	  	  	$	***	  
			
	 Worker’s Comp - The Hartford
	  	***	 	 	Agent: Lockton Companies	  
		  	11/1/10 - 11/1/11	 	 	(A) ***	  	  	 	N/A	  	  	$	***	  
	  

(A)   ***
  
	 

      
 

	 GL, Property, Umbrella
	  		 	 	Agent: Lockton Companies	  
		  	***	 				  				  			
					
	 GL - National Fire Insurance
	  	11/1/10 - 11/1/11	 	 	***	  	  	 	***	  	  	$	***	  
		  	***	 				  				  			
	 Property - Continental Casualty Co.
	  	11/1/10 - 11/1/11	 	 	***	  	  	 	***	  	  	$	***	  
		  	***	 	 	(Other Deductibles: ***)	  
	 Umbrella - Continental Casualty Co.
	  	11/1/10 - 11/1/11	 	 	***	  	  	 	***	  	  	$	***	  
			
	 Auto - Valley Forge Ins. Co.
	  	***	 	 	Agent: Lockton Companies	  
		  	11/1/10 - 11/1/11	 	 	***	  	  	$	***	  	  	$	***	  
			
	 Ocean Cargo - Falvey Cargo
	  	***	 	 	Agent: Lockton Companies	  
		  	11/1/10 - 11/1/11	 	 	***	  	  	 	***	  	  	$	***	  
			
	 Crime - National Union Fire
	  	***	 	 	Agent: Lockton Companies	  
		  	11/1/10 - 11/1/11	 	 	***	  	  	 	***	  	  	$	***	  

  
 *** 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. 

  
 xii 








 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 Fly way Wholesale, LLC
	  	Delaware	  	Percentage Interests

  

	*	For amounts owned by the Loan Parties, see (b) and (c) below. 

  

	(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 (see also (b) above) 

  

									
	 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 Common Stock	  	 	112,500	  

  

*** 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. 

  
 xiii 









									
	 Issuer
	  	 Name of

Stockholder
	  	 Class
	  	Number of
Shares	 
		  	 ***
	  	Restricted Nonvoting Common Stock	  	 	61,940	  
		  	 ***
	  	Restricted Nonvoting Common Stock	  	 	112,500	  
		  	 ***
	  	Restricted Nonvoting Common Stock	  	 	5,000	  
		  	 ***
	  	Restricted Nonvoting Common Stock	  	 	5,000	  
		  	 ***
	  	Restricted Nonvoting Common Stock	  	 	5,000	  
		  	 ***
	  	Restricted Nonvoting Common Stock	  	 	112,500	  
		  	John Schaefer	  	Restricted Nonvoting Common Stock	  	 	734,375	  
		  	 ***
	  	Restricted Nonvoting Common Stock	  	 	94,688	  
		  	 ***
	  	Restricted Nonvoting Common Stock	  	 	10,000	  
		  	Kevan Talbot	  	Restricted Nonvoting Common Stock	  	 	112,500	  
		  	 ***
	  	Restricted Nonvoting Common Stock	  	 	112,500	  
		  	 ***
	  	Restricted Nonvoting Common Stock	  	 	112,500	  
		  	 ***
	  	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	  

  
 *** 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. 

  
 xiv 









	*	2,400,000 shares of Sportsman’s Warehouse Holdings, Inc.’s Restricted Nonvoting Common Stock has been reserved for issuance under the Employee Stock Plan. 


  
 xv 








 Disclosure Schedule 5.17 

Intellectual Property 
 Infringement
Claims 
 None known. 

  
 xvi 








 Disclosure Schedule 5.18 

Labor Matters 

Plan/Agreement/Arrangements: 
 The
Management Reimbursement Agreement 
 Outline of Basic Terms of Employment Regarding Employment of John Schaefer, dated July 15, 2009.

 Employee Stock Plan. 
 Complaints/Claims:

 Notice of Wage Lien filed by the Wisconsin Department of Workforce Development (Lien Claimant) against SW pursuant to Wisconsin
Statute Section 109.09. (Wisconsin Department of Financial Institutions Filing #090005754223). This wage lien relates to an alleged violation of Wisconsin’s plant closing law (state WARN Act). SW believes this wage lien relates to a
store closing whereby Wisconsin stores closed approximately II days prior to the end of a previously noticed 60 day WARN Act period. It appears that at least the following three individuals may have made claims against SW under the Wisconsin plant
closing law: (1) Bob Anderson (ERD Case #200901406); (2) Kent R. Stoddard (#LS200901406); and (3) Peter Iverson (ERD Case # LS200901730). Portions of the above-referenced claims may also relate to an alleged failure to pay certain
accrued paid time off (“PTO”)/vacation. 
 Alaska State Commission for Human Rights Complaint of Discrimination filed by Robbie
Campbell (ASCHR No, J-11-166). Ms. Campbell, a former employee at the Soldotna, Alaska location, filed a charge of discrimination alleging age discrimination on June 30, 2011. SW filed a response to the charge and denied the
allegations. On September 26, 2011, the Alaska State Commission for Human Rights issued a closing order because “Complainant has requested withdrawal of her complaint.” It is unknown whether there will be any subsequent judicial
proceedings related to this charge, but SW would vigorously defend any such action. SW also successfully opposed Ms. Campbell’s application for unemployment benefits, and it is unknown whether Ms. Campbell might seek judicial review
of the denial of unemployment benefits. 
 United States Equal Employment Opportunity Commission Charge of Discrimination filed by Shannon
Aykroid (EEOC No. 543-2011-00409). Ms. Aykroid, a former employee at the Albuquerque, New Mexico location, filed a charge of discrimination on July 6, 2011 alleging disability discrimination. SW responded on September 20,
2011 and denied the allegations. SW will vigorously defend itself from this charge of discrimination. 
 Ganz & Hauf, CHTD v.
David Scott, et al. On or about May 3, 2010, the law firm of Ganz & Hauf filed an action in state district court in Clark County, Nevada against SW and IEC Group, Inc. dba AmeriBen to require them to pay the medical expenses of
David 

  
 xvii 








 
Scott following a motor vehicle accident. SW retained Nevada counsel and removed Mr. Scott’s action to federal court, where it was assigned case number 2:10-CV-00996- PMP-LRL. SW also
accepted the tender of defense by AmeriBen as the medical plan administrator of SW. AmeriBen is vigorously defending both itself and SW. No evaluation presently can be made as to the final outcome of this matter or the likelihood or range of
potential loss, if any. 

  
 xviii 








 Disclosure Schedule 5.21(a) 

DDAs and Blocked Accounts 
 U.S. Bank
National Association 
 1420 5th Ave – PD-WA-T8TM 

Seattle, WA 98101 
 Attn: Patrick McIndoo 

(206) 344-3763 
  

					
	 Account Holder
	  	 Description
	  	 Account Number

	Sportsman’s Warehouse, Inc.	  	Concentration Account	  	 ***

		  	CD Account	  	 ***

		  	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	  	 ***

		  	Depository Account	  	 ***

	Pacific Flyway Wholesale, LLC	  	Collateral (Depository)	  	 ***

		  	Controlled Disbursement	  	 ***


  

*** 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. 

  
 xix 









					
	 Account Holder
	  	 Description
	  	 Account Number

		  	Operating Account	  	 ***

	Sportsman’s Warehouse Southwest, Inc.	  	Depository Account	  	 ***


 Wells Fargo Bank, N.A. 

299 South Main St., 4th Floor 
 SLC, UT 84111 

Attn: Gary Rigby 
 (801) 246-1033 

 

					
	 Account Holder
	  	 Description
	  	 Account Number

	Sportsman’s Warehouse, Inc.	  	Collateral (Depository)	  	 ***

		  	Operating Account	  	 ***

		  	Depository Account	  	 ***

		  	Depository Account	  	 ***

		  	Depository Account	  	 ***

		  	Depository Account	  	 ***

		  	Depository Account	  	 ***

		  	Depository Account	  	 ***

		  	Depository 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. 

  
 xx 








 Disclosure Schedule 5.21(b) 

Credit Card Arrangements 
 The Borrowers
have credit card processing arrangements with the following processors: 
 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. 

  
 xxi 








 Disclosure Schedule 5.24 

Material Contracts 
 Management
Reimbursement Agreement 
 Sponsor Note 
 Sponsor Security
Agreement 
 Parent Guaranty of Sponsor Note 
 Mortgages
listed on Schedule 7.03 
 Leases 

  
 xxii 








 Disclosure Schedule 7.01 

Existing Liens 
 Liens securing the
Sponsor Note. 
 Liens with respect to the Allowed Priority Tax Claims. 

Liens in personal property of SW located in the State of Wisconsin with respect to the Notice of Wage Lien filed by the Wisconsin Department of Workforce
Development against SW pursuant to Wisconsin Statute Section 109.09. (Wisconsin Department of Financial Institutions Filing #090005754223). As of the First Amendment Effective Date, SW believes that there is no personal property of SW located
in the State of Wisconsin. 
 UCC-1 Financing Statement to be filed against Pacific Flyway Wholesale, LLC as successor to Pacific Flyway Wholesale, Inc. by
DeLage Landen Financial Services, Inc. (prior filing: January 16, 2007, as File Number 311527200700) to secure the capital lease obligations described on Schedule 7.03. 

Existing Financing Statements:* 
  

											
	 Debtor Name, as listed
	  	 Secured Party Name
	  	 Filing Date
	  	 Lapse Date
	  	 Orig. File No.
	  	 Property

	Sportsman’s Warehouse Inc.	  	Network Appliance Inc.	  	6/20/2007	  	6/20/2012	  	322417200700	  	Computer equipment

 Real Property Interests:* 
  

											
	 Entity
	  	 Property Location
	  	 Secured Party
	  	 File Number
	  	 File Date
	  	 File Type

	Sports Warehouse Inc.	  	Ankeny, Iowa (Polk County)	  	First American Bank	  	2003-00008523	  	7/21/03	  	Mortgage
	Sports Warehouse Inc.	  	Ankeny, Iowa (Polk County)	  	First American Bank	  	2003-00023206	  	8/15/03	  	UCC Fixture Filing
	Sports Warehouse Inc.	  	Midvale, Utah (Salt Lake County)	  	Stearns Bank NA	  	8304913	  	7/29/02	  	Deed of Trust
	Sports Warehouse Inc.	  	Midvale, Utah (Salt Lake County)	  	Steams Bank NA	  	8304914	  	7/29/02	  	Assignment of Rents
	Sports Warehouse Inc.	  	Midvale, Utah (Salt Lake County)	  	Stearns Bank NA	  	8663676	  	5/27/03	  	Modification of Deed of Trust
	Sports Warehouse Inc.	  	Midvale, Utah (Salt Lake County)	  	Stearns Bank NA	  	8304915	  	7/29/02	  	UCC Fixture Filing
	Sportsman’s Warehouse, Inc.	  	Midvale, Utah (Salt Lake County)	  	Stearns Bank NA	  	10015889	  	2/27/07	  	Continuation Statement for UCC Fixture Filing
	Sportsman’s Warehouse, Inc.	  	Loveland, Colorado (Larimer County)	  	Wells Fargo Retail Finance (now Wells Fargo Bank)	  	20100048372	  	8/18/10	  	Deed of Trust
	Sportsman’s Warehouse, Inc.	  	Loveland, Colorado (Larimer County)	  	City of Loveland	  	20100075838	  	12/6/10	  	Certification of Assessment Roll
	Sports Warehouse Inc.	  	Thornton, Colorado (Adams County)	  	Marshall Bank, N.A. (now Beal Bank Nevada)	  	Cl 140493	  	5/8/03	  	Deed of Trust, Security Agreement and Fixture Filing Statement


  
 xxiii 









											
	 Entity
	  	 Property Location
	  	 Secured Party
	  	 File Number
	  	 File Date
	  	 File Type

	Sports Warehouse Inc.	  	Thornton, Colorado (Adams County)	  	Marshall Bank, N.A. (now Beal Bank Nevada)	  	Cl 140494	  	5/8/03	  	Assignment of Leases and Rents
	Sports Warehouse Inc.	  	Thornton, Colorado (Adams County)	  	Marshall Bank, N.A. (now Beal Bank Nevada)	  	 20050801000809

390
	  	8/1/05	  	Amendment to Note, Construction and Term Loan Agreement, Mortgage and Assignment of Leases and Rents
	Sportsman’s Warehouse, Inc.	  	Thornton, Colorado (Adams County)	  	Beal Bank Nevada	  	2010000035897	  	6/1/10	  	Loan Modification and Extension Agreement
	Sportsman’s Warehouse Inc.	  	Phoenix, Arizona (Maricopa County)	  	Bridgeview Bank Group (now Heritage Bank)	  	20040293461	  	3/23/04	  	Deed of Trust, Assignment of Rents and Security Agreement
	Sportsman’s Warehouse Inc.	  	Phoenix, Arizona (Maricopa County)	  	Bridgeview Bank Group (now Heritage Bank)	  	20060395368	  	3/23/06	  	Amendment to Deed of Trust, Assignment of Rents and Security Agreement
	Sportsman’s Warehouse, Inc.	  	Phoenix, Arizona (Maricopa County)	  	Bridgeview Bank Group (now Heritage Bank)	  	20060775495	  	6/8/06	  	Amendment to Caption Heading of Deed of Trust
	Sportsman’s Warehouse Inc.	  	Mesa, Arizona (Maricopa County)	  	Bridgeview Bank Group (now Heritage Bank)	  	20050412728	  	4/1/05	  	Deed of Trust, Assignment of Rents and Security Agreement
	Sportsman’s Warehouse Inc	  	Mesa, Arizona (Maricopa County)	  	Bridgeview Bank Group (now Heritage Bank)	  	20070707821	  	6/20/07	  	First Amendment to Deed of Trust
	Sportsman’s Warehouse Inc.	  	Mesa, Arizona (Maricopa County)	  	Bridgeview Bank Group (now Heritage Bank)	  	20050412729	  	4/1/05	  	Fixture Filing
	Sportsman’s Warehouse Inc.	  	Mesa, Arizona (Maricopa County)	  	Bridgeview Bank Group (now Heritage Bank)	  	20050441821	  	4/7/05	  	Fixture Filing

  

	*	See Schedule 7.03 for the outstanding balance underlying the above liens. 


  
 xxiv 








 Disclosure Schedule 7.02 

Existing Investments 
 None other than as
listed on Schedule 5.13. 

  
 xxv 








 Disclosure Schedule 7.03 

Existing Indebtedness 
 Sponsor Note. 

Cash Flow Payment. 
 Allowed Priority Tax Claims. 

Other Existing Indebtedness: 
  

											
	 Company
	 	Type	 	Maturity	  	 Lender
	  	Balance
as of 9/24/11	 
	 Sportsman’s Warehouse, Inc.
	 	Mortgage	 	May 2023	  	 Midvale - Stearns Bank
	  	$	2,716,249	  
	 Sportsman’s Warehouse, Inc.
	 	Mortgage	 	March 2016	  	 Phoenix- Heritage Bank
	  	 	5,667,381	  
	 Sportsman’s Warehouse, Inc,
	 	Mortgage	 	May 2015	  	 Thornton - Beal Bank Nevada
	  	 	3,966,307	  
	 Sportsman’s Warehouse, Inc.
	 	Mortgage	 	January 2019	  	 Ankeny - First American Bank
	  	 	2,611,808	  
	 Sportsman’s Warehouse, Inc.
	 	Mortgage	 	November 2015	  	 Mesa - Heritage Bank
	  	 	4,539,582	  
	 Pacific Flyway Wholesale, LLC
	 	Capital Lease	 	December 2011	  	 DeLage Landen Financial Services, Inc.
	  	 	4,963.32	  


  
 xxvi 








 Schedule 10.02 

Administrative Agent’s Office; Certain Addresses for Notices 

Administrative Agent’s Office: 

Wells Fargo Bank, National Association, as Administrative Agent 

One Boston Place, 18th Floor 

Boston, Massachusetts 02108 

			
	Attention:	  	Mr. Peter Foley
	Telephone:	  	(617) 854-7283
	Facsimile:	  	(855) 461-3726
	E-mail:	  	peter.foley@wellsfargo.com

 Certain Addresses for Notices: 
  

	1.	If to any Loan Party: 

 Sportsman’s Warehouse, Inc. 

7035 South High Tech Drive 

Midvale, Utah 84047 
 Attn: Chief
Financial Officer 
 Telephone: (801) 304-4321 

Facsimile: (801) 304-4305 

E-mail: ktalbot@sportsmanswarehouse.com 

with copies to: 

Lindquist & Vennum PLLP 

4200 IDS Center 
 80 South Eighth
Street 
 Minneapolis, Minnesota 55402 

Attn: Debra Page, Esq. 

Telephone: (612) 371-3528 

Facsimile: (612) 371-3207 

E-mail: dpage@lindquist.com 

and 
 Sportsman’s Warehouse,
Inc. 
 c/o Seidler Equity Partners 

4640 Admiralty Way, Suite 1200 

Marina del Rey, California 90292 

Attn: General Counsel 
 Telephone:
(213) 683-4551 
 Facsimile: (213) 624-0691 

E-mail: mfairclough@seidlercos.com 








	2.	If to the Administrative Agent, the Collateral Agent, the L/C Issuer or the Swing Line Lender: 


Wells Fargo Bank, National Association, as Administrative Agent 

One Boston Place, 18th Floor 

Boston, Massachusetts 02108 

			
	Attention:	  	Mr. Peter Foley
	Telephone:	  	(617) 854-7283
	Facsimile:	  	(855) 461-3726
	E-mail:	  	peter.foley@wellsfargo.com

 with a copy to: 

Riemer & Braunstein LLP 

Three Center Plaza 
 Boston,
Massachusetts 02108 

			
	Attention:	  	Robert E. Paul, Esq.
	Telephone:	  	(617) 880-3551
	Facsimile:	  	(617) 692-3551
	E-mail:	  	rpaul@riemerlaw.com

 Website address of the Lead Borrower: www.sportsmanswarehouse.com 







 Exhibit G 

Updated Form of Borrowing Base Certificate 

[see attached] 








																							
	Sportsman’s Warehouse, Inc.	 	 	 	 	 	 	 	 	 	 	 	As of Date:	 	 	 	 	    /    /20    	 
	 Borrowing Base Certificate
	 	 	 	 	 	 	 	 	 	 	 	Certificate #	 	 	 	 	1	 
								
	 Credit Card Receivables
	 		 				 		 				 		 				 			
	 Credit Card Receivables as of:
	 		 				 		 	 	    /    /20    	  	 		 				 			
	 Less: Outstanding Credit Card Fees
	 		 				 		 				 		 				 			
		 		 				 		 				 		 				 	  
	  
	 
	 Eligible Credit Card Receivables
	 		 				 		 				 		 				 	$	—  	  
	 Advance Rate
	 		 				 		 				 		 				 	 	85.0	% 
		 		 				 		 				 		 				 	  
	  
	 
	 Total Credit Card Receivables Availability
	 		 				 		 				 		 				 			
								
	 Trade Receivables
	 		 				 		 				 		 				 			
	 Trade Receivables as of:
	 		 				 		 	 	    /    /20    	  	 		 				 	$	—  	  
	 Less: Ineligibles
	 		 				 		 				 		 				 	 	—  	  
	 Eligible Trade Receivables
	 		 				 		 				 		 				 	$	—  	  
	 Advance Rate
	 		 				 		 				 		 				 	 	85.0	% 
		 		 				 		 				 		 				 	  
	  
	 
	 Total Trade Receivables Availability
	 		 				 		 				 		 				 			
								
	 RETAIL INVENTORY
	 	 	 	 	 	 	 	 	 	 	 	 	 	At Retail	 	 	At Cost	 
	 Beginning Inventory
	 		 				 		 				 		 				 			
	 Add: Purchases
	 		 				 		 				 		 				 			
	 DC to Stores Inventory not in either system
	 		 				 		 				 		 				 			
	 Ecommerce Inventory
	 		 				 		 				 		 				 			
	 Net Markups
	 		 				 		 				 		 				 			
	 Freight
	 		 				 		 				 		 				 			
	 Inventory Adjustments
	 		 				 		 				 		 				 			
		 		 				 		 				 		 	  
	  
	 	 	  
	  
	 
	 Available for Sale
	 		 				 		 				 		 	 	—  	  	 	 	—  	  
	 Less: Sales/Cost of Good Sold
	 		 				 		 				 		 				 			
	 Net Markdowns
	 		 				 		 				 		 				 			
		 		 				 		 				 		 	  
	  
	 	 	  
	  
	 
	 Ending Inventory as of:
	 		 				 		 	 	    /    /20    	  	 		 	$	—  	  	 	$	—  	  
	 Less Ineligibles:
	 		 				 		 				 		 				 			
	 Shrink Reserve (.50% of Ending Inventory per the August 2011 Audit)
	 		 				 		 				 		 				 	 	—  	  
	 Duck Stamps (Dept #23)
	 		 				 		 				 		 				 			
	 Retail Below Cost
	 		 				 		 				 		 				 			
	 Store Supplies, Shop Parts, Headquarter Inv, Licenses (Dept #6 101, 21, & 60)
	 		 				 		 				 		 				 			
	 Other
	 		 				 		 				 		 				 			
	 Total Ineligibles
	 		 				 		 				 		 				 	$	—  	  
								
	 Eligible Retail Inventory
	 		 				 		 				 		 				 	$	—  	  
		 		 				 		 	 	NOLV	  	 		 				 			
	 Advance Rate (lesser of (i) 90% of NOLV and (ii) 75% of Cost)
	 		 	 	90.0	% 	 		 	 	82.9	% 	 		 				 	 	74.6	% 
		 		 				 		 				 		 				 	  
	  
	 
	 Total Retail Inventory Availability
	 		 				 		 				 		 				 	$	—  	  
		 		 				 		 				 		 				 	  
	  
	 
								
	 WHOLESALE INVENTORY
	 	 	 	 	 	 	 	 	 	 	 	 	 	At Retail	 	 	At Cost	 
	 Beginning Inventory
	 		 				 		 				 		 				 			
	 Add: Purchases
	 		 				 		 				 		 				 			
	 Stores to DC Inventory not in either system
	 		 				 		 				 		 				 			
	 Net Markups
	 		 				 		 				 		 				 			
	 Freight
	 		 				 		 				 		 				 			
	 Inventory Adjustments
	 		 				 		 				 		 				 			
		 		 				 		 				 		 	  
	  
	 	 	  
	  
	 
	 Available for Sale
	 		 				 		 				 		 	 	—  	  	 	 	—  	  
	 Less: Sales/Cost of Good Sold
	 		 				 		 				 		 				 			
	 Net Markdowns
	 		 				 		 				 		 				 			
		 		 				 		 				 		 	  
	  
	 	 	  
	  
	 
	 Ending Inventory as of:
	 		 				 		 	 	    /    /20    	  	 		 	$	—  	  	 	$	—  	  
	 Less Ineligibles:
	 		 				 		 				 		 				 			
	 Shrink
	 		 				 		 				 		 				 			
	 Store Supplies
	 		 				 		 				 		 				 			
	 Other Items
	 		 				 		 				 		 				 			
		 		 				 		 				 		 				 	  
	  
	 
	 Total Ineligibles
	 		 				 		 				 		 				 	$	—  	  
								
	 Eligible Wholesale Inventory
	 		 				 		 				 		 				 	$	—  	  
		 		 				 		 	 	NOLV	  	 		 				 			
	 Advance Rate (lesser of (i) 50% of NOLV and (ii) 75% of Cost)
	 		 	 	90.0	% 	 		 	 	82.9	% 	 		 				 	 	74.6	% 









																									
	 Total Wholesale Inventory Availability
	 		 				 		 				 				 				 	$	—  	  
		 		 				 		 				 				 				 	  
	  
	 
	 Total Inventory Availability (Wholesale Inventory Availability and Retail Inventory Availability)
	 		 				 		 				 				 				 	$	—  	  
		 		 				 		 				 				 				 	  
	  
	 
								
	 REAL ESTATE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Loveland Property Fair Market Value
	 		 				 		 				 				 				 			
								
	 Advance Rate (to be stepped down to 45% on May 28, 2012 and 40% from May 28, 2013 through Maturity)
	 		 				 		 				 				 				 	 	50.0	% 
		 		 				 		 				 				 				 	  
	  
	 
	 Total Real Estate Availability (Capped at $8,000,000)
	 		 				 		 				 				 				 	$	—  	  
		 		 				 		 				 				 				 	  
	  
	 
	 Gross Borrowing Base Availability
	 		 				 		 				 				 				 	$	—  	  
		 		 				 		 				 				 				 	  
	  
	 
								
	 Less: Availability Reserves
	 		 	 	as of:	  	 		 	 	    /    /20    	  	 				 				 			
	 Gift Certificates/Cards (50%)
	 	as of:	 	 	    /    /20    	  	 		 				 				 				 	$	—  	  
	 Customer Deposits/Layaway (100%)
	 		 				 		 				 				 				 			
	 Rent Reserve (2 Mos PA, WA, VA, TX)
	 		 				 		 				 				 				 			
	 Past Due Licenses AP
	 		 				 		 				 				 				 			
	 Other
	 		 				 		 				 				 				 			
		 		 				 		 				 				 				 	  
	  
	 
	 Total Availability Reserves
	 		 				 		 				 				 				 	$	—  	  
		 		 				 		 				 				 				 	  
	  
	 
	 Total Borrowing Base
	 		 				 		 				 				 				 			
		 		 				 		 				 				 				 	  
	  
	 
								
	 Total Capped Borrowing Base (Capped at $95,000,000)
	 		 				 		 				 				 				 			
		 		 				 		 				 				 				 	  
	  
	 
								
	 AVAILABILITY CALCULATION
	 		 				 		 				 				 				 	$	—  	  
								
	 Beginning Principal Balance
	 		 	 	as of:	  	 		 	 	    /    /20    	  	 				 				 			
	 ADD:
	 		 				 	 Prior days advance
	 				 				 				 			
	 ADD:
	 		 				 	 Fees charged today
	 				 				 				 			
	 ADD:
	 		 				 	 Legal Fees
	 				 				 				 			
	 ADD:
	 		 				 	 Prior days requested lending
	   
	 				 				 			
	 ADD:
	 		 				 	 LIBOR Balance
	 				 				 				 			
	 LESS:
	 		 				 	 Prior days pay down
	   
	 				 				 			
		 		 				 		 				 				 				 	  
	  
	 
	 Ending principal balance prior to advance request
	 		 	 	as of:	  	 		 	 	    /    /20    	  	 				 				 	 	—  	  
								
	 Advance Request
	 		 				 		 				 				 				 			
		 		 				 		 				 				 				 	  
	  
	 
	 Ending Principal Balance
	 		 				 		 				 				 				 	 	—  	  
							
	 ADD:
	 		 				 	 Standby Letters of Credit
	   
	 				 				 			
	 ADD:
	 		 				 	 Commercial Letters of Credit
	    
	 				 				 			
		 		 				 		 				 				 				 	  
	  
	 
	 Total exposure
	 		 				 		 				 				 				 	$	—  	  
		 		 				 		 				 				 				 	  
	  
	 
								
	 Net Availability After Today’s Request / Pay Down
	 		 				 		 				 				 				 			
								
	 Excess Availability (Net Borrowing Base less total exposure)
	 		 				 		 				 				 				 			
								
	 Minimum Excess Availability Covenant - 10% of the Loan Cap
	 		 				 		 				 				 				 	$	—  	  
	 Minimum Availability Covenant
	 		 				 		 				 				 				 	 	(5,500,000	) 
		 		 				 		 				 				 				 	  
	  
	 
		 		 				 		 				 	 	Currently	  	 	 	#DIV/O!	  	 	$	—  	  
								
	 Trigger to Weekly BBC (if (i) an Event of Default exists, (ii) Availability is <25% of the Loan Cap for 5 consecutive
Business Days or (iii) Availability is <20% of the Loan Cap for 1 day)
	 		 				 		 				 				 				 			

 The undersigned, a Responsible Officer (as defined in the Credit Agreement
referred to below) of Sportsman’s Warehouse, Inc. (the “Lead Borrower”), represents and warrants that (A) the Information set forth above and the supporting documentation and information delivered herewith (i) is true and
correct in all respects, (ii) has been prepared in accordance with the requirements of that certain Credit Agreement dated May 28, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) by, among others, (1) the Load Borrower, as agent for itself and the other Borrowers party thereto, (2) the Lenders party thereto, and (3) Wells Fargo Bank, National Association (as successor by merger to Wells Fargo
Retail Finance, LLC), as Administrative Agent and Collateral Agent (in such capacities, the “Agent”), and (iii) is based on supporting documentation that is satisfactory to the Agent, and (B) no Default or Event of Default (as
such terms are defined in the Credit Agreement) has occurred and is continuing. 
 Responsible Officer 

 

	
	  










 Exhibit J 

Employee Stock Plan 
 [see
attached] 







 SPORTSMAN’S WAREHOUSE HOLDINGS, INC. 

2010 EQUITY INCENTIVE PLAN 
  

	1.	PURPOSE OF THE PLAN. 

 The purpose of this Plan is to promote the success of
Sportsman’s Warehouse Holdings, Inc., a Utah corporation (the “Corporation”) and the interests of its shareholders by providing a means through which the Corporation may issue and sell restricted stock of the Corporation to
certain eligible persons designated by the Board of Directors (the “Board”), and to further align the interests of such eligible persons with those of the Corporation’s shareholders generally. 

 

	2.	ADMINISTRATION. 

 This Plan will be administered by, and any issuance and sale of
equity of the Corporation may only be authorized by, the Board or one or more committees appointed by the Board to administer this Plan in accordance with the Corporation’s Articles of Incorporation (the “Articles”) and Bylaws,
each as amended and in effect from time to time. 
  

	3.	ELIGIBILITY. 

 The Board, in its discretion, will determine those persons eligible
to acquire stock under this Plan (“Eligible Persons”). The initial list of Eligible Persons is included on the attached Schedule A, which the Board may amend from time to time. 

In addition to the rights granted to Eligible Persons during 2010 to purchase restricted stock, the Board intends to issue and sell additional
shares of restricted stock in the future to Eligible Persons (subject to the Board’s discretion and the share limit in Section 4.3 below) as follows: 
  

	 	•	 	Up to 4% of the Corporation’s outstanding shares of capital stock after the Corporation achieves $15 million of EBITDA (as described in Section 3(vi) of the Articles of the Corporation) during a full fiscal
year; 

  

	 	•	 	Up to an additional 4% of such stock after the Corporation achieves $20 million of EBITDA during a full fiscal year; and 

  

	 	•	 	The remainder of the shares allowed by Section 4.3 below from time to time, based on individual performance and contribution to the overall success of the Corporation. 


 

	4.	STOCK SUBJECT TO THE PLAN. 

  

	 	4.1	New Class of Securities. Pursuant to this Plan, the Corporation has created a new class of securities designated as Restricted Nonvoting Common Stock, par value $0.01 per share
(“Restricted Nonvoting Common Stock”) and authorized the issuance and sale of up to 2,400,000 shares of Restricted Nonvoting Common Stock to Eligible Persons under this Plan. 


  
 1 









	 	4.2	Shares Available. The only capital stock that may be issued under this Plan will be shares of the Corporation’s authorized but unissued Restricted Nonvoting Common Stock. 


 

	 	4.3	Share Limit. The shares of Restricted Nonvoting Common Stock that may be issued under this Plan will not exceed 20% of the fully diluted Common Stock of the Corporation in the aggregate.


  

	5.	RESTRICTED STOCK PURCHASE AGREEMENT; PURCHASE PRICE. 

  

	 	5.1	Restricted Stock Purchase Agreement. Each purchaser of Restricted Nonvoting Common Stock under this Plan (a “Purchaser”) will enter into a definitive Restricted Stock Purchase
Agreement (“Stock Purchase Agreement”) with the Corporation in a form approved by the Board. The Corporation may require that the spouse of any married Purchaser also promptly execute and return to the Corporation either the Stock
Purchase Agreement or a spousal consent form approved by the Board. 

  

	 	5.2	Purchase Price. The purchase price for shares of Restricted Nonvoting Common Stock issued under this Plan will be equal to their fair market value, as determined in good faith by the Board in its
sole discretion at the time of issuance of such shares, and will be set forth in the Stock Purchase Agreement. The purchase price must be paid in full at the time of each purchase. 


 

	 	5.3	Retention of Certificates. The Corporation may, in its sole discretion, (a) elect to hold in its possession the certificates evidencing any or all shares of Restricted Nonvoting Common
Stock purchased under this Plan as security for compliance by the Purchaser with the Articles, the Stock Purchase Agreement and the Plan, including, without limitation, the redemption provisions of the Articles and the Plan; and (b) require
that the Purchaser execute and deliver to the Corporation stock assignments with respect to such shares in order to assure such compliance. 

  

	6.	STOCK RESTRICTIONS. In addition to the provisions of the Articles pertaining to Restricted Nonvoting Common Stock, and the restrictions and obligations stated in the relevant Stock Purchase Agreement, such stock
issued under this Plan will be subject to the following: 

  

	 	6.1	Legend. Stock certificates evidencing Restricted Nonvoting Common Stock will bear a legend making appropriate reference to the restrictions imposed. 


 

	 	6.2	Confidentiality, Non-Solicitation, Non-Competition, Etc. Each Stock Purchase Agreement will include non-competition restrictions, non-solicitation restrictions, confidentiality restrictions,
non-disparagement restrictions and other restrictive covenants as set forth in the applicable Stock Purchase Agreement. 

  

	 	6.3	No Transferability. No holder of Restricted Nonvoting Common Stock may transfer, sell, assign, pledge or otherwise encumber any share of such stock without the prior written approval of the Board,
except upon exercise of the Corporation’s redemption right or in connection with a Drag Sale, as defined in the Articles. 


  
 2 









	 	6.4	Redemption upon Termination of Employment. If any holder of shares of Restricted Nonvoting Common Stock: (i) ceases for any reason or no reason to be employed by the Corporation or its
affiliates, or (ii) violates any non-competition restrictions, non-solicitation restrictions, confidentiality restrictions, non-disparagement restrictions or other restrictive covenants as set forth in the applicable Stock Purchase Agreement or
other agreement between such holder and the Corporation, the Corporation may redeem all (but not less than all) of such shares as provided in, and subject to the requirements of, the Articles. In either case, the valuation multiple referred to in
Article 4, Section 3(vi) of the Articles with respect to any such redemption will be four (4) times EBITDA of the most recently completed fiscal year, as determined by the Board. 


 

	 	6.5	Drag Along. The shares of Restricted Nonvoting Common Stock are subject to the “Drag Sale” provisions of the Articles. 


 

	 	6.6	Charter Documents. The Articles and Bylaws of the Corporation, as lawfully amended from time to time, may provide for additional restrictions and limitations with respect to the Restricted Nonvoting
Common Stock or priorities, rights and preferences as to securities and interests prior in rights to the Restricted Nonvoting Common Stock. To the extent that these restrictions and limitations are greater than those set forth in this Plan or any
Stock Purchase Agreement, such restrictions and limitations shall apply to any shares of Restricted Nonvoting Common Stock acquired pursuant to this Plan and are incorporated herein by this reference. 


 

	7.	GENERAL. 

  

	 	7.1	Compliance with Laws. This Plan, the purchase of shares of Restricted Nonvoting Common Stock, and/or the payment of money under this Plan are subject to compliance with all applicable federal and
state laws, rules and regulations (including but not limited to state and federal securities laws) and to any regulatory approvals that may be advisable. Each Purchaser will, if requested by the Corporation, provide the assurances and
representations the Board deems desirable to assure compliance with all applicable legal, tax and accounting requirements. 

  

	 	7.2	Compliance with Securities Laws. No holder of Restricted Nonvoting Common Stock will sell, pledge or otherwise transfer shares of such stock or any interest in such shares except in accordance with
this Plan and the applicable Stock Purchase Agreement. Any other attempted transfer will be void and of no effect. Notwithstanding anything else herein to the contrary, neither the Corporation nor any affiliate has any obligation to register the
Restricted Nonvoting Common Stock or file any registration statement under either federal or state securities laws, nor does the Corporation or any affiliate make any representation concerning the likelihood of a future disposition of any Restricted
Nonvoting Common Stock. 

  

	 	7.3	 Plan Amendments, Termination and Suspension. THE BOARD MAY, AT ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION, TERMINATE OR, FROM
TIME TO TIME, AMEND, MODIFY OR SUSPEND THIS PLAN, IN WHOLE OR IN PART, WITHOUT NOTICE. AFTER THE TERMINATION OF THIS PLAN, NO ADDITIONAL RESTRICTED NONVOTING COMMON STOCK MAY BE ISSUED




  
 3 









	 	
UNDER THIS PLAN. ANY SUCH TERMINATION OF THIS PLAN WILL NOT AFFECT, IN ANY MANNER WHATSOEVER, THE RIGHTS OF THE HOLDERS OF ANY THEN-EXISTING AND ISSUED NONVOTING COMMON STOCK. 


 

	 	7.4	Privileges of Stock Ownership. No Eligible Person or any other person will be entitled to any privilege of stock ownership as to any shares of Restricted Nonvoting Common Stock not actually
purchased and held of record by the Eligible Person. 

  

	 	7.5	Effective Date of the Plan. This Plan is effective upon its adoption by the Board, subject to approval by the shareholders of the Corporation. 


 

	 	7.6	Non-Exclusivity of Plan. Nothing in this Plan will limit or be deemed to limit the authority of the Board to grant or authorize any other compensation, with or without reference to capital stock of
the Corporation, under any other plan or authority. 

  

	 	7.7	No Restriction on Corporate Powers. The existence of this Plan does not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Corporation to make or
authorize: (a) any adjustment, recapitalization, reorganization or other change in the Corporation’s or any affiliate’s capital structure or its business; (b) any merger, amalgamation, consolidation or change in the ownership of
the Corporation or any affiliate; (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Corporation’s capital stock or the rights thereof; (d) any dissolution or liquidation of the
Corporation or any affiliate; (e) any sale or transfer of all or any part of the Corporation or any affiliate’s assets or business; or (f) any other corporate act or proceeding by the Corporation or any affiliate. No Eligible Person
or any other person will have any claim against any member of the Board or the Corporation or any employees, officers or agents of the Corporation or any affiliate, as a result of any such action. 


  
 4 








 SCHEDULE A 

INITIAL ELIGIBLE PERSONS 
  

	
	Name:
	Steve Coffey
	Matt French
	Larry Knight
	Jeremy Sage
	John Schaefer
	Karen Seaman
	Kevan Talbot
	Chris Utgaard
	Mike VanOrden


  
 1