EX-10.3



 Exhibit 10.3 
  

 
  

CREDIT AGREEMENT 
 Dated as
of May 28, 2010 
 among 

SPORTSMAN’S WAREHOUSE, INC., 

as the Lead Borrower 
 For 

The Borrowers Named Herein 
 WELLS
FARGO RETAIL FINANCE, LLC 
 as Administrative Agent, Collateral Agent, Swing Line Lender, 

and 
 The Other Lenders Party
Hereto 
  
  

 







 TABLE OF CONTENTS 

 

							
	Section	  	Page	 
		
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
			
	 1.01
	    	 Defined Terms
	  	 	1	  
	 1.02
	    	 Other Interpretive Provisions
	  	 	44	  
	 1.03
	    	 Accounting Terms
	  	 	45	  
	 1.04
	    	 Rounding
	  	 	45	  
	 1.05
	    	 Times of Day
	  	 	45	  
	 1.06
	    	 Letter of Credit Amounts
	  	 	45	  
		
	 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	45	  
			
	 2.01
	    	 Committed Loans; Reserves
	  	 	45	  
	 2.02
	    	 Borrowings, Conversions and Continuations of Committed Loans
	  	 	46	  
	 2.03
	    	 Letters of Credit
	  	 	48	  
	 2.04
	    	 Swing Line Loans
	  	 	56	  
	 2.05
	    	 Prepayments
	  	 	58	  
	 2.06
	    	 Termination or Reduction of Commitments
	  	 	59	  
	 2.07
	    	 Repayment of Loans
	  	 	60	  
	 2.08
	    	 Interest
	  	 	60	  
	 2.09
	    	 Fees
	  	 	61	  
	 2.10
	    	 Computation of Interest and Fees
	  	 	61	  
	 2.11
	    	 Evidence of Debt
	  	 	61	  
	 2.12
	    	 Payments Generally; Administrative Agent’s Clawback
	  	 	62	  
	 2.13
	    	 Sharing of Payments by Lenders
	  	 	64	  
	 2.14
	    	 Settlement Amongst Lenders
	  	 	64	  
	 2.15
	    	 Increase in Commitments
	  	 	65	  
		
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY; APPOINTMENT OF LEAD BORROWER
	  	 	66	  
			
	 3.01
	    	 Taxes
	  	 	66	  
	 3.02
	    	 Illegality
	  	 	68	  
	 3.03
	    	 Inability to Determine Rates
	  	 	68	  
	 3.04
	    	 Increased Costs; Reserves on LIBO Rate Loans
	  	 	69	  
	 3.05
	    	 Compensation for Losses
	  	 	70	  
	 3.06
	    	 Mitigation Obligations; Replacement of Lenders
	  	 	71	  
	 3.07
	    	 Survival
	  	 	71	  
	 3.08
	    	 Designation of Lead Borrower as Borrowers’ Agent
	  	 	71	  
		
	 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	72	  
			
	 4.01
	    	 Conditions of Initial Credit Extension
	  	 	72	  
	 4.02
	    	 Conditions to all Credit Extensions
	  	 	75	  
		
	 ARTICLE V REPRESENTATIONS AND WARRANTIES
	  	 	76	  
			
	 5.01
	    	 Existence, Qualification and Power
	  	 	76	  
	 5.02
	    	 Authorization; No Contravention
	  	 	77	  
	 5.03
	    	 Governmental Authorization; Other Consents
	  	 	77	  
	 5.04
	    	 Binding Effect
	  	 	77	  
	 5.05
	    	 Financial Statements; No Material Adverse Effect
	  	 	77	  


  
 (i) 









							
	 5.06
	    	 Litigation
	  	 	78	  
	 5.07
	    	 No Default
	  	 	78	  
	 5.08
	    	 Ownership of Property; Liens
	  	 	78	  
	 5.09
	    	 Environmental Compliance
	  	 	78	  
	 5.10
	    	 Insurance
	  	 	79	  
	 5.11
	    	 Taxes
	  	 	79	  
	 5.12
	    	 ERISA Compliance
	  	 	80	  
	 5.13
	    	 Subsidiaries; Equity Interests
	  	 	80	  
	 5.14
	    	 Margin Regulations; Investment Company Act;
	  	 	80	  
	 5.15
	    	 Disclosure
	  	 	81	  
	 5.16
	    	 Compliance with Laws
	  	 	81	  
	 5.17
	    	 Intellectual Property; Licenses, Etc.
	  	 	81	  
	 5.18
	    	 Labor Matters
	  	 	81	  
	 5.19
	    	 Intentionally Omitted
	  	 	82	  
	 5.20
	    	 Solvency
	  	 	82	  
	 5.21
	    	 Deposit Accounts; Credit Card Arrangements
	  	 	82	  
	 5.22
	    	 Brokers
	  	 	82	  
	 5.23
	    	 Customer and Trade Relations
	  	 	82	  
	 5.24
	    	 Material Contracts
	  	 	82	  
	 5.25
	    	 Casualty
	  	 	83	  
		
	 ARTICLE VI AFFIRMATIVE COVENANTS
	  	 	83	  
			
	 6.01
	    	 Financial Statements
	  	 	83	  
	 6.02
	    	 Certificates; Other Information
	  	 	84	  
	 6.03
	    	 Notices
	  	 	86	  
	 6.04
	    	 Payment of Obligations
	  	 	87	  
	 6.05
	    	 Preservation of Existence, Etc.
	  	 	87	  
	 6.06
	    	 Maintenance of Properties
	  	 	87	  
	 6.07
	    	 Maintenance of Insurance
	  	 	87	  
	 6.08
	    	 Compliance with Laws
	  	 	89	  
	 6.09
	    	 Books and Records; Accountants
	  	 	89	  
	 6.10
	    	 Inspection Rights
	  	 	89	  
	 6.11
	    	 Use of Proceeds
	  	 	90	  
	 6.12
	    	 Additional Loan Parties
	  	 	90	  
	 6.13
	    	 Cash Management
	  	 	91	  
	 6.14
	    	 Information Regarding the Collateral
	  	 	92	  
	 6.15
	    	 Physical Inventories
	  	 	92	  
	 6.16
	    	 Environmental Laws
	  	 	93	  
	 6.17
	    	 Further Assurances
	  	 	93	  
	 6.18
	    	 Compliance with Terms of Leaseholds
	  	 	94	  
	 6.19
	    	 Material Contracts
	  	 	94	  
		
	 ARTICLE VII NEGATIVE COVENANTS
	  	 	94	  
			
	 7.01
	    	 Liens
	  	 	94	  
	 7.02
	    	 Investments
	  	 	94	  
	 7.03
	    	 Indebtedness
	  	 	94	  
	 7.04
	    	 Fundamental Changes
	  	 	95	  
	 7.05
	    	 Dispositions
	  	 	95	  
	 7.06
	    	 Restricted Payments
	  	 	95	  
	 7.07
	    	 Prepayments of Indebtedness
	  	 	95	  
	 7.08
	    	 Change in Nature of Business
	  	 	96	  


  
 (ii) 









							
	 7.09
	    	 Transactions with Affiliates
	  	 	96	  
	 7.10
	    	 Burdensome Agreements
	  	 	96	  
	 7.11
	    	 Use of Proceeds
	  	 	97	  
	 7.12
	    	 Amendment of Material Documents
	  	 	97	  
	 7.13
	    	 Fiscal Year
	  	 	97	  
	 7.14
	    	 Deposit Accounts; Credit Card Processors
	  	 	97	  
	 7.15
	    	 Excess Availability
	  	 	97	  
		
	 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	  	 	97	  
			
	 8.01
	    	 Events of Default
	  	 	97	  
	 8.02
	    	 Remedies Upon Event of Default
	  	 	100	  
	 8.03
	    	 Application of Funds
	  	 	101	  
		
	 ARTICLE IX ADMINISTRATIVE AGENT
	  	 	102	  
			
	 9.01
	    	 Appointment and Authority
	  	 	102	  
	 9.02
	    	 Rights as a Lender
	  	 	102	  
	 9.03
	    	 Exculpatory Provisions
	  	 	103	  
	 9.04
	    	 Reliance by Agents
	  	 	104	  
	 9.05
	    	 Delegation of Duties
	  	 	104	  
	 9.06
	    	 Resignation of Agents
	  	 	104	  
	 9.07
	    	 Non-Reliance on Administrative Agent and Other Lenders
	  	 	105	  
	 9.08
	    	 Intentionally Omitted
	  	 	105	  
	 9.09
	    	 Administrative Agent May File Proofs of Claim
	  	 	105	  
	 9.10
	    	 Collateral and Guaranty Matters
	  	 	106	  
	 9.11
	    	 Notice of Transfer
	  	 	106	  
	 9.12
	    	 Reports and Financial Statements
	  	 	107	  
	 9.13
	    	 Agency for Perfection
	  	 	107	  
	 9.14
	    	 Indemnification of Agents
	  	 	107	  
	 9.15
	    	 Relation among Lenders
	  	 	108	  
	 9.16
	    	 Defaulting Lender
	  	 	108	  
	 9.17
	    	 Intentionally Omitted
	  	 	109	  
		
	 ARTICLE X MISCELLANEOUS
	  	 	109	  
			
	 10.01
	    	 Amendments, Etc.
	  	 	109	  
	 10.02
	    	 Notices; Effectiveness; Electronic Communications
	  	 	110	  
	 10.03
	    	 No Waiver; Cumulative Remedies
	  	 	112	  
	 10.04
	    	 Expenses; Indemnity; Damage Waiver
	  	 	112	  
	 10.05
	    	 Payments Set Aside
	  	 	114	  
	 10.06
	    	 Successors and Assigns
	  	 	114	  
	 10.07
	    	 Treatment of Certain Information; Confidentiality
	  	 	117	  
	 10.08
	    	 Right of Setoff
	  	 	118	  
	 10.09
	    	 Interest Rate Limitation
	  	 	118	  
	 10.10
	    	 Counterparts; Integration; Effectiveness
	  	 	119	  
	 10.11
	    	 Survival
	  	 	119	  
	 10.12
	    	 Severability
	  	 	119	  
	 10.13
	    	 Replacement of Lenders
	  	 	119	  
	 10.14
	    	 Governing Law; Jurisdiction; Etc.
	  	 	120	  
	 10.15
	    	 Waiver of Jury Trial
	  	 	121	  
	 10.16
	    	 No Advisory or Fiduciary Responsibility
	  	 	121	  
	 10.17
	    	 USA PATRIOT Act Notice
	  	 	122	  
	 10.18
	    	 Foreign Asset Control Regulations
	  	 	122	  


  
 (iii) 









							
	 10.19
	    	 Time of the Essence
	  	 	122	  
	 10.20
	    	 Press Releases
	  	 	122	  
	 10.21
	    	 Additional Waivers
	  	 	122	  
	 10.22
	    	 No Strict Construction
	  	 	124	  
	 10.23
	    	 Attachments
	  	 	124	  
		
	 SIGNATURES
	  	 	S-1	  


  
 (iv) 








 SCHEDULES 
  

			
	 1.01(a)
	    	 Borrowers

	 1.01(b)
	    	 Eligible Real Estate

	 1.01(c)
	    	 Borrowers’ Fiscal Calendar through Fiscal Year 2028

	 2.01
	    	 Commitments and Applicable Percentages

	 5.01
	    	 Loan Parties Organizational Information

	 5.05
	    	 Material Indebtedness

	 5.06
	    	 Litigation

	 5.07
	    	 Defaults

	 5.08(b)(1)
	    	 Owned Real Estate

	 5.08(b)(2)
	    	 Leased Real Estate

	 5.09
	    	 Environmental Matters

	 5.10
	    	 Insurance

	 5.13
	    	 Subsidiaries; Other Equity Investments; Equity Interests in the Borrower

	 5.17
	    	 Intellectual Property Matters

	 5.18
	    	 Collective Bargaining Agreements

	 5.21(a)
	    	 DDAs and Blocked Accounts

	 5.21(b)
	    	 Credit Card Arrangements

	 5.24
	    	 Material Contracts

	 6.02
	    	 Financial and Collateral Reporting

	 7.01
	    	 Existing Liens

	 7.02
	    	 Existing Investments

	 7.03
	    	 Existing Indebtedness

	 10.02
	    	 Administrative Agent’s Office; Certain Addresses for Notices


 EXHIBITS 
  

			
		    	Form of
		
	 A
	    	Committed Loan Notice
	 B
	    	Swing Line Loan Notice
	 C-1
	    	Note
	 C-2
	    	Swing Line Note
	 D
	    	Compliance Certificate
	 E
	    	Assignment and Assumption
	 F
	    	Joinder Agreement
	 G
	    	Borrowing Base Certificate
	 H
	    	DDA Notification
	 I
	    	Credit Card Notification


  
 (v) 








 CREDIT AGREEMENT 

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 28, 2010, among SPORTSMAN’S WAREHOUSE, INC., a Utah
corporation (the “Lead Borrower”), the Persons named on Schedule 1.01(a) hereto (collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a
“Lender”), and 
 WELLS FARGO RETAIL FINANCE, LLC, as Administrative Agent, Collateral Agent, and Swing Line Lender. 

The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend
and Agent has indicated its willingness to cause the L/C Issuer to issue Letters of Credit, in each case on the terms and conditions set forth herein. 

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 

ARTICLE I 
 DEFINITIONS
AND ACCOUNTING TERMS 
 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth
below: 
 “Accelerated Borrowing Base Delivery Event” means either (i) the occurrence and continuance of any Event of
Default, or (ii) the failure of the Borrowers to maintain Availability at least equal to twenty-five percent (25%) of the Loan Cap for five (5) consecutive Business Days, or (iii) the failure of the Borrowers to maintain
Availability at least equal to twenty percent (20%) of the Loan Cap at any time. For purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing at the Administrative Agent’s option
(i) so long as such Event of Default has not been waived, and/or (ii) if the Accelerated Borrowing Base Delivery Event arises as a result of the Borrowers’ failure to achieve Availability as required hereunder, until Availability has
exceeded twenty-five percent (25%) of the Loan Cap for forty-two (42) consecutive calendar days, in which case an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement. 

“ACH” means automated clearing house transfers. 

“Accommodation Payment” as defined in Section 10.21(d). 

“Account” means “accounts” as defined in the UCC, and also means a right to payment of a monetary obligation, whether or
not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a policy of insurance issued or to be issued,
(d) for a secondary obligation incurred or to be incurred, (e) for energy provided or to be provided, (f) for the use or hire of a vessel under a charter or other contract, (g) arising out of the use of a credit or charge card or
information contained on or for use with the card, or (h) as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a state, or person licensed or authorized to operate the game by a state or
governmental unit of a state. The term “Account” includes health-care-insurance receivables. 
 “Acquisition” means,
with respect to any Person (a) an Investment in, or a purchase of a Controlling interest in, the Equity Interests of any other Person, (b) a purchase or other acquisition of all 

  
 -1- 








 
or substantially all of the assets or properties of, another Person or of any business unit of another Person, or (c) any merger or consolidation of such Person with any other Person or
other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, in each case in any transaction or group of transactions which are
part of a common plan. 
 “Act” shall have the meaning provided in Section 10.18. 

“Additional Payment Conditions” means satisfaction of the following: (i) No Event of Default has occurred and is continuing or
would result after giving effect to any such Restricted Payment and (ii) (a) at all times during the 90 day period immediately preceding any such Restricted Payment and (b) immediately after giving effect to any such Restricted
Payment, Availability shall not be less than 35% of the Borrowing Base 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 any such Restricted Payment (after giving pro-forma effect thereto), that reflect the Borrowers collectively shall have Availability of at least 35% of the Borrowing Base; it being understood and agreed
that it shall not constitute a breach of this requirement if Availability subsequently is less than 35% of the Borrowing Base so long as the projection thereof is based on the good faith estimate of the Borrowers at the time of such payment. 

“Adjusted LIBO Rate” means: 

(a) for any Interest Period with respect to any LIBO Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of
one percent) equal to (i) the LIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate; and 
 (b) for any
interest rate calculation with respect to any Base Rate Loan, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of one percent) equal to (i) the LIBO Rate for an Interest Period commencing on the date of such
calculation and ending on the date that is thirty (30) days thereafter multiplied by (ii) the Statutory Reserve Rate. 
 The
Adjusted LIBO Rate will be adjusted automatically as of the effective date of any change in the Statutory Reserve Rate. 
 “Adjustment
Date” means the first day of each Fiscal Quarter, commencing October 31, 2010. 
 “Administrative Agent” means Wells
Fargo Retail Finance, LLC in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. 

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on
Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 

“Affiliate” means, with respect to any Person, (i) another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified, (ii) any director, officer, managing member, partner, trustee, or beneficiary of that Person, (iii) any other Person directly or indirectly
holding 20% or more of any class of the Equity 

  
 -2- 








 
Interests of that Person, and (iv) any other Person 20% or more of any class of whose Equity Interests is held directly or indirectly by that Person. 

“Agent(s)” means, individually, the Administrative Agent or the Collateral Agent, and collectively means both of them. 

“Agent Parties” shall have the meaning specified in Section 10.02(c). 

“Aggregate Commitments” means the Commitments of all the Lenders. 

“Agreement” means this Credit Agreement. 

“Allocable Amount” has the meaning specified in Section 10.21(d). 

“Applicable Lenders” means the Required Lenders, all affected Lenders, or all Lenders, as the context may require. 

“Applicable Margin” means: 

(a) From and after the Closing Date until the first Adjustment Date, the percentages set forth in Level II of the pricing grid
below; and 
 (b) From and after the first Adjustment Date and on each Adjustment Date thereafter, the Applicable Margin
shall be determined from the following pricing grid based upon the Average Daily Availability as of the Fiscal Quarter ended immediately preceding such Adjustment Date; provided, however, that notwithstanding anything to the contrary set
forth herein, upon the occurrence and continuation of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, immediately increase the Applicable Margin to that set forth in Level III (even if the
Average Daily Availability requirements for a different Level have been met) and interest shall accrue at the Default Rate; provided further if any Borrowing Base Certificates are at any time restated or otherwise revised (including as a
result of an audit) or if the information set forth in any Borrowing Base Certificates otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without
constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand. 

 

											
	 Level
	  	 Average Daily Availability
	  	LIBOR Margin	 	 	Base Rate Margin	 
	I	  	 Greater than or equal to 50% of the Loan Cap
	  	 	2.25	% 	 	 	1.25	% 
	II	  	 Greater than or equal to 25% of the Loan Cap but less than 50% of the Loan Cap
	  	 	2.50	% 	 	 	1.50	% 


  
 -3- 









											
	III	  	 Less than 25% of the Loan Cap
	  	 	2.75	% 	 	 	1.75	% 

 “Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to
the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any
subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

 “Applicable Rate” means, at any time of calculation, (a) with respect to Commercial Letters of Credit, a per annum rate
equal to the Applicable Margin for Loans which are LIBOR Rate Loans less .50%, and (b) with respect to Standby Letters of Credit, a per annum rate equal to the Applicable Margin for Loans which are LIBOR Rate Loans. 

“Appraisal Percentage” means 85%. 

“Appraised Value” means (a) with respect to the Borrowers’ Eligible Inventory, the appraised orderly liquidation value,
net of costs and expenses to be incurred in connection with any such liquidation, which value is expressed as a percentage of Cost of the Borrowers’ Eligible Inventory as set forth in the Borrowers’ inventory stock ledger, which value
shall be determined from time to time by the most recent appraisal undertaken by an independent appraiser engaged by the Administrative Agent, or (b) with respect to the Borrowers’ Eligible Real Estate, the fair market value of the
Borrowers’ Eligible Real Estate as set forth in the most recent appraisal of the Borrowers’ Eligible Real Estate as determined from time to time by an independent appraiser engaged by the Administrative Agent, which appraisal shall assume,
among other things, a marketing time of not greater than twelve (12) months or less than three (3) months; provided that the Appraised Value of Eligible Real Estate shall in no event exceed the maximum amount of the Obligations at any time
specified to be secured by a Mortgage thereon. 
 “Approved Fund” means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender, (c) an entity or an Affiliate of an entity that administers or manages a Lender or (d) the same investment advisor or an advisor under common control with such Lender, Affiliate or advisor, as
applicable. 
 “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved
Funds managed by the same investment advisor. 
 “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the
Administrative Agent. 
 “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease Obligation of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease
or similar payments under the relevant lease or other applicable 

  
 -4- 








 
agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease, agreement or instrument were accounted for as a capital
lease. 
 “Audited Financial Statements” means the audited consolidated balance sheet of the Parent and its Subsidiaries for the
twenty-four (24) week period ended January 30, 2010, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such fiscal year of the Parent and its Subsidiaries, including the notes
thereto. 
 “Auto-Extension Letter of Credit” shall have the meaning specified in Section 2.03(b)(iii). 

“Availability” means, as of any date of determination thereof by the Administrative Agent, the result, if a positive number, of:

 (a) The Loan Cap 

Minus 
 (b) The
aggregate unpaid balance of Credit Extensions to, or for the account of, the Borrowers. 
 In calculating Availability at any time and for
any purpose under this Agreement, the Lead Borrower shall certify to the Administrative Agent that all accounts payable and Taxes are being paid on a timely basis (absent which the Administrative Agent may establish a Reserve therefor). 

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date,
(b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit
Extensions pursuant to Section 8.02. 
 “Availability Reserves” means, without duplication of any other Reserves or
items to the extent such items are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent from time to time determines in its reasonable business discretion as being appropriate (a) to reflect
the impediments to the Agents’ ability to realize upon the Collateral, (b) to reflect claims and liabilities that the Administrative Agent determines will need to be satisfied in connection with the realization upon the Collateral,
(c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, or the assets, business, financial performance or financial condition of any Loan Party, or (d) to reflect that
a Default or an Event of Default then exists. Without limiting the generality of the foregoing, Availability Reserves may include, in the Administrative Agent’s reasonable business discretion, (but are not limited to) reserves based on:
(i) rent; (ii) customs duties, and other costs to release Inventory which is being imported into the United States, to the extent such Inventory is included in Eligible Inventory; (iii) outstanding Taxes and other governmental
charges, including, without limitation, ad valorem, real estate, personal property, sales, and other Taxes which may have priority over the interests of the Collateral Agent in the Collateral; (iv) salaries, wages and benefits due to employees
of any Borrower, (v) Customer Credit Liabilities, (vi) reserves for reasonably anticipated changes in the Appraised Value of Eligible Inventory between appraisals, (vii) warehousemen’s or bailee’s charges and other Permitted
Encumbrances which may have priority over the interests of the Collateral Agent in the Collateral, (viii) amounts due to vendors on account of consigned goods, (ix) Cash Management Reserves, (x) Bank Products Reserves; and
(xi) Realty Reserves. 

  
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 “Average Daily Availability” shall mean the average daily Availability for the
immediately preceding three month period. 
 “Bank Products” means any services of facilities provided to any Loan Party by the
Administrative Agent or any of its Affiliates (but excluding Cash Management Services) on account of (a) Swap Contracts, (b) purchase cards, (c) merchant services constituting a line of credit and (d) leasing. 

“Bank Products Reserves” means such reserves as the Administrative Agent from time to time determines in its discretion as being
appropriate to reflect the liabilities and obligations of the Loan Parties with respect to Bank Products then provided or outstanding. 

“Bankruptcy Court” shall mean the United States Bankruptcy Court for the District of Delaware. 

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate, as in effect
from time to time, plus one-half of one percent (0.50%), (b) the Adjusted LIBO Rate plus one percent (1.00%), or (c) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “prime
rate.” The “prime rate” is a rate set by Wells Fargo based upon various factors including Wells Fargo’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Wells Fargo shall take effect at the opening of business on the day specified in the public announcement of such change. 

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. 

“Blocked Account” has the meaning provided in Section 6.13(a)(iii). 

“Blocked Account Agreement” means with respect to an account established by a Loan Party, an agreement, in form and substance
satisfactory to the Collateral Agent, establishing control (as defined in the UCC) of such account by the Collateral Agent and whereby the bank maintaining such account agrees to comply only with the instructions originated by the Collateral Agent
without the further consent of any Loan Party. 
 “Blocked Account Bank” means each bank with whom deposit accounts are maintained
in which any funds of any of the Loan Parties from one or more DDAs are concentrated and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof. Borrowers’ accounts maintained with
Bank of America, N.A. shall only be considered as a Blocked Account if (i) more than one Store deposits funds into such Account, or (ii) such account has not been transferred to Wells Fargo within nine (9) months after the Closing
Date. 
 “Borrower Materials” has the meaning specified in Section 6.02. 

“Borrowers” has the meaning specified in the introductory paragraph hereto. 

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require. 

“Borrowing Base” means, at any time of calculation, an amount equal to: 

(a) the face amount of Eligible Credit Card Receivables multiplied by the Credit Card Advance Rate; 

  
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 plus 

(b) the lesser of (i) the Cost of Eligible Inventory, net of Inventory Reserves, multiplied by the product of
(A) Appraisal Percentage multiplied by (B) the Appraised Value of Eligible Inventory, or (ii) the Cost of Eligible Inventory, net of Inventory Reserves, multiplied by the Inventory Advance Rate; 

plus 

(c) the lesser of (i) the Real Estate Advance Rate multiplied by the Appraised Value of Eligible Real Estate, or
(ii) the Real Estate Cap; 
 plus 

(d) the Receivables Advance Rate multiplied by the face amount of Eligible Trade Receivables (net of Receivables Reserves
applicable thereto); 
 minus 

(e) the then current amount of all Availability Reserves. 

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit G hereto (with such changes therein as
may be required by the Administrative Agent to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete by a Responsible Officer of the Lead
Borrower which shall include appropriate exhibits, schedules, supporting documentation, and additional reports as reasonably requested by the Administrative Agent. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the
Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any LIBO Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the
London interbank market. 
 “Capital Expenditures” means, with respect to any Person for any period, (a) all expenditures
made (whether made in the form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements and maintenance which are properly charged to current
operations), in each case that are (or should be) set forth as capital expenditures in a Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, and (b) Capital Lease Obligations
incurred by a Person during such period. 
 “Capital Lease Obligations” means, with respect to any Person for any period, the
obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP. 

“Cash Collateral Account” means a non-interest bearing account in the name of the Collateral Agent (or as the Collateral Agent shall
otherwise direct) and under the sole and exclusive dominion and 

  
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control of the Collateral Agent, in which deposits are required to be made in accordance with Section 2.03(g) or 8.02(c). 

“Cash Collateralize” has the meaning specified in Section 2.03(g). 

“Cash Flow Payment” means the payments by the Borrowers to each Holder of an Allowed General Unsecured Claim (as defined in the Plan
of Reorganization) as described on Exhibit D (Cash Flow Payment Term Sheet) to the Plan of Reorganization. 
 “Cash Management
Reserves” means such reserves as the Administrative Agent, from time to time, determines in its reasonable business discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with
respect to Cash Management Services then provided or outstanding. 
 “Cash Management Services” means any one or more of the
following types or services or facilities provided to any Loan Party by the Administrative Agent or any of its Affiliates: (a) ACH transactions, (b) cash management services, including, without limitation, controlled disbursement services,
treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit or debit cards, (e) credit card processing services, (f) purchase cards and (g) merchant services not
constituting a Bank Product. 
 “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42
U.S.C. § 9601 et seq. 
 “CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability
Information System maintained by the United States Environmental Protection Agency. 
 “CFC” means a Person that is a controlled
foreign corporation under Section 957 of the Code. 
 “Change in Law” means the occurrence, after the date of this Agreement,
of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. 

“Change of Control” means (a) any event, transaction or occurrence as a result of which (i) Seidler Equity Partners III,
L.P. and its Investment Affiliates cease to own and control, collectively, all of the economic and voting rights associated with ownership of at least fifty-one percent (51%) of all of the outstanding limited partnership interests of Sponsor
and SEP SWH Holdings, L.P and, through that ownership, Seidler Equity Partners III, L.P. and its Investment Affiliates ceases to own and control, collectively, all of the economic and voting rights associated with ownership of at least fifty-one
percent (51%) of all classes of the outstanding capital Stock of the Parent on a fully diluted basis, (ii) the Parent ceases to own and control all of the economic and voting rights associated with all of the outstanding capital Stock of
the Lead Borrower, or (iii) the Lead Borrower ceases to own and control all of the economic and voting rights associated with all of the outstanding capital Stock of any of its Subsidiaries. 

“Chapter 11 Cases” means collectively, the voluntary petitions for relief of the Borrowers filed on March 21, 2009 under
Chapter 11 of the Bankruptcy Code with the Bankruptcy Court, Chapter 11 Case No. 09-10990. 

  
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 “Closing Date” means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01. 
 “Code” means the Internal
Revenue Code of 1986, and the regulations promulgated thereunder, as amended and in effect. 
 “Collateral” means any and all
“Collateral” or “Mortgaged Property” as defined in any applicable Security Document and all other property that is to be subject to Liens in favor of the Collateral Agent under the terms of the Security Documents. 

“Collateral Access Agreement” means an agreement reasonably satisfactory in form and substance to the Agents executed by (a) a
bailee or other Person in possession of Collateral, and (b) each landlord of Real Estate leased by any Loan Party, pursuant to which such Person (i) acknowledges the Collateral Agent’s Lien on the Collateral, (ii) releases such
Person’s Liens in the Collateral held by such Person or located on such Real Estate, (iii) provides the Collateral Agent with access to the Collateral held by such bailee or other Person or located in or on such Real Estate, (iv) as
to any landlord, provides the Collateral Agent with a reasonable time to sell and dispose of the Collateral from such Real Estate, and (v) makes such other agreements with the Collateral Agent as the Agents may reasonably require. 

“Collateral Agent” means Wells Fargo Retail Finance, LLC, acting in such capacity for its own benefit and the ratable benefit of the
other Credit Parties,. 
 “Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary
payment mechanism in connection with the purchase of any materials, goods or services by a Borrower in the ordinary course of business of such Borrower. 

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to
Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of LIBO Rate
Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 
 “Committed Loan” has
the meaning specified in Section 2.01. 
 “Committed Loan Notice” means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of LIBO Rate Loans, pursuant to 2.01(a), which, if in writing, shall be substantially in the form of Exhibit A. 

“Compliance Certificate” means a certificate substantially in the form of Exhibit D. 

“Concentration Account” has the meaning provided in Section 6.13(b). 

“Confirmation Order” means the order of the Bankruptcy Court, dated July 30, 2009, approving and confirming the Plan of
Reorganization in the Chapter 11 Cases. 

  
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 “Consent” means actual consent given by a Lender from whom such consent is sought; or
the passage of seven (7) Business Days from receipt of written notice to a Lender from the Administrative Agent of a proposed course of action to be followed by the Administrative Agent without such Lender’s giving the Administrative Agent
written notice of that Lender’s objection to such course of action. 
 “Consolidated” means, when used to modify a financial
term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such
Person and its Subsidiaries. 
 “Contractual Obligation” means, as to any Person, any provision of any agreement, instrument or
other undertaking to which such Person is a party or by which it or any of its property is bound. 
 “Control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto. 
 “Cost” means the lower of cost or market value of Inventory, based
upon the Borrowers’ accounting practices, known to the Administrative Agent, which practices are in effect on the Closing Date as such calculated cost is determined from invoices received by the Borrowers, the Borrowers’ purchase journals
or the Borrowers’ stock ledger. “Cost” does not include inventory capitalization costs or other non-purchase price charges (such as freight) used in the Borrowers’ calculation of cost of
goods sold. 
 “Credit Card Advance Rate” means 85%. 

“Credit Card Notifications” has the meaning provided in Section 6.13(a)(ii). 

“Credit Card Receivables” means each “Account” (as defined in the UCC) together with all income, payments and proceeds
thereof, owed by a major credit or debit card issuer (including, but not limited to, Visa, MasterCard, Discover and American Express and such other issuers approved by the Administrative Agent) to a Loan Party resulting from charges by a customer of
a Loan Party on credit or debit cards issued by such issuer in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business. 

“Credit Extensions” mean each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 

“Credit Party” or “Credit Parties” means (a) individually, (i) each Lender and its Affiliates, (ii) each
Agent, (iii) each L/C Issuer, (iv) each beneficiary of each indemnification obligation undertaken by any Loan Party under any Loan Document, (v) any other Person to whom Obligations under this Agreement and other Loan Documents are
owing, and (vi) the successors and assigns of each of the foregoing, and (b) collectively, all of the foregoing. 
 “Credit
Party Expenses” means, without limitation, (a) all reasonable out-of-pocket expenses incurred by the Agents and their respective Affiliates, in connection with this Agreement and the other Loan Documents, including without limitation
(i) the reasonable fees, charges and disbursements of (A) counsel for the Agents, (B) outside consultants for the Agents, (C) appraisers, (D) commercial finance examinations, and (E) all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of the Obligations, (ii) in connection with (A) the syndication of the credit facilities provided for herein, (B) the preparation, negotiation, administration,
management, execution and 

  
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delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), (C) the enforcement or protection of their rights in connection with this Agreement or the Loan Documents or efforts to preserve, protect, collect, or enforce the Collateral, or (D) any workout, restructuring or
negotiations in respect of any Obligations, and (b) with respect to the L/C Issuer, and its Affiliates, all reasonable out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder; and (c) all reasonable out-of-pocket expenses incurred by the Credit Parties who are not the Agents, the L/C Issuer or any Affiliate of any of them, after the occurrence and during the continuance of an Event
of Default, provided that such Credit Parties shall be entitled to reimbursement for no more than one counsel representing all such Credit Parties (absent a conflict of interest in which case the Credit Parties may engage and be reimbursed for
additional counsel). 
 “Customer Credit Liabilities” means at any time, the aggregate remaining value at such time of
(a) outstanding gift certificates and gift cards of the Borrowers entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price for any Inventory, (b) outstanding
merchandise credits of the Borrowers, (c) layaway obligations of the Borrowers, and (d) liabilities in connection with frequent shopping programs of the Borrowers. 

“Customer Deposits” means deposits made by customers with respect to the purchase of goods or the performance of services. 

“DDA” means each checking, savings or other demand deposit account maintained by any of the Loan Parties other than the Blocked
Accounts. All funds in each DDA shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA. 

“DDA Notification” has the meaning provided therefor in Section 6.13(a)(i). 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally. 
 “Default” means any event or condition that constitutes an Event of Default or that, with the giving of
any notice, the passage of time, or both, would be an Event of Default. 
 “Default Rate” means (a) when used with respect to
Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans, plus (iii) 2% per annum; provided, however, that with respect to a
LIBO Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate
equal to the Applicable Rate for Standby Letters of Credit or Commercial Letters of Credit, as applicable, plus 2% per annum. 

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Committed Loans, participations in L/C
Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other
Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding. 

  
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 “Deteriorating Lender” means any Defaulting Lender or any Lender as to which
(a) the L/C Issuer or the Swing Line Lender has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities, or (b) a Person that Controls such Lender has been
deemed insolvent or become the subject of a bankruptcy, insolvency or similar proceeding. 
 “Dilution Percentage” shall mean, as
of any date of determination, a percentage, based upon the experience of the immediately prior twelve (12) months, that is the result of dividing the dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits or
other dilutive items with respect to the Accounts of the Borrowers (other than those consisting of Credit Card Receivables) for such period by (b) the Borrowers’ gross sales of Inventory during such period (excluding intercompany sales).

 “Dilution Reserve” shall mean, as of any date of determination, an amount sufficient to reduce the advance rate against
Eligible Trade Receivables, by one percentage point for each percentage point by which the Dilution Percentage exceeds five percent (5%). 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) and any sale, transfer, license or other disposition of (whether in one transaction or in a series of transactions) of any property (including, without limitation, any Equity Interests) by any Person (or the granting of any option or
other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or
for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Loans mature; provided, however, that (i) only the portion of such Equity Interests which so matures or is mandatorily
redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock and (ii) with respect to any Equity Interests issued to any employee or to any
plan for the benefit of employees of the Lead Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Lead Borrower
or one of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability and if any class of Equity Interest of such Person that by its terms
authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Equity
Interest that would constitute Disqualified Stock solely because the holders thereof have the right to require a Loan Party to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Lead Borrower and its Subsidiaries may become obligated to pay upon maturity of, or pursuant
to any mandatory redemption provisions of, such Disqualified Stock or portion thereof, plus accrued dividends. 
 “Dollars” and
“$” mean lawful money of the United States. 
 “Early Termination Fee” has the meaning set forth in
Section 2.09(b). 
 “Eligible Assignee” means (a) a Credit Party or any of its Affiliates; (b) a bank,
insurance company, or company engaged in the business of making commercial loans, which Person, together with 

  
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its Affiliates, has a combined capital and surplus in excess of $250,000,000; (c) an Approved Fund; (d) any Person to whom a Credit Party assigns its rights and obligations under this
Agreement as part of an assignment and transfer of such Credit Party’s rights in and to a material portion of such Credit Party’s portfolio of asset based credit facilities, and (e) any other Person (other than a natural person)
approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include a Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries. 

“Eligible Credit Card Receivables” means Credit Card Receivables due to a Borrower on a
non-recourse basis, in each case acceptable to the Administrative Agent in its reasonable business discretion, as arise in the ordinary course of business, which have been earned by performance, and are deemed
by the Administrative Agent in its reasonable business discretion to be eligible for inclusion in the calculation of the Borrowing Base. Without limiting the foregoing, unless the Administrative Agent otherwise agrees, none of the following shall be
deemed to be Eligible Credit Card Receivables: 
 (a) Accounts due from major credit card processors and major debit card
processors that have been outstanding for more than five (5) Business Days from the date of sale; 
 (b) Accounts due
from major credit card processors and major debit card processors with respect to which a Loan Party does not have good, valid and marketable title, free and clear of any Lien (other than Liens granted to the Collateral Agent, and those Liens
specified in clauses (a), (e) and (q) of the definition of Permitted Encumbrances); 
 (c) Accounts due from major
credit card processors and major debit card processors that are not subject to a first priority security interest in favor of the Collateral Agent (it being the intent that chargebacks in the ordinary course by the credit card processors shall not
be deemed violative of this clause); 
 (d) Accounts due from major credit card processors and major debit card processors
which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted (to the extent of such claim, counterclaim, offset or chargeback); 

(e) Accounts due from major credit card processors as to which the credit card processor has the right under certain
circumstances to require a Loan Party to repurchase the Accounts from such credit card processor; or 
 (f) Accounts due from
major credit card processors and major debit card processors which the Administrative Agent determines in its reasonable business discretion to be uncertain of collection. 

“Eligible Inventory” means, as of the date of determination thereof, items of Inventory of a Borrower that are finished goods,
merchantable and readily saleable to the public in the ordinary course of a Borrower’s business deemed by the Administrative Agent in its reasonable business discretion to be eligible for inclusion in the calculation of the Borrowing Base, in
each case that, except as otherwise agreed by the Administrative Agent, complies with each of the representations and warranties respecting Inventory made by the Borrowers in the Loan Documents, and that is not excluded as ineligible by virtue of
one or more of the criteria set forth below. Except as otherwise agreed by the Administrative Agent, the following items of Inventory shall not be included in Eligible Inventory: 

  
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 (a) Inventory that is not solely owned by a Borrower or a Borrower does not have
good and valid title thereto; 
 (b) Inventory that is leased by or is on consignment to a Borrower or which is consigned by
a Borrower to a Person which is not a Loan Party; 
 (c) Inventory that is not located in the United States of America
(excluding territories or possessions of the United States); 
 (d) Inventory at a location that is not owned or leased by a
Borrower, except to the extent that the Borrowers have furnished the Administrative Agent with (i) any UCC financing statements or other documents that the Administrative Agent may determine to be necessary to perfect its security interest in
such Inventory at such location, and (ii) a Collateral Access Agreement executed by the Person owning any such location on terms reasonably acceptable to the Administrative Agent; 

(e) Inventory that is located in a distribution center leased by a Borrower, unless the applicable lessor has delivered to the
Collateral Agent, if requested by the Collateral Agent, a Collateral Access Agreement; 
 (f) Inventory that is comprised of
goods which (i) are damaged, defective, “seconds,” or otherwise unmerchantable, (ii) are to be returned to the vendor, (iii) are obsolete or slow moving, or custom items, work-in-process, raw materials, or that constitute spare parts, promotional, marketing, packaging and shipping materials or supplies used or consumed in a Borrower’s business, (iv) are seasonal in
nature and which have been packed away for sale in the subsequent season, (v) not in compliance with all standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or sale, or (vi) are bill and
hold goods; 
 (g) Inventory that is not subject to a perfected first-priority
security interest in favor of the Collateral Agent; 
 (h) Inventory that consists of samples, labels, bags, packaging, and
other similar non-merchandise categories; 
 (i) Inventory that is not insured in compliance with the provisions of
Section 5.10 hereof; 
 (j) Inventory that has been sold but not yet delivered or as to which a Borrower has
accepted a deposit; 
 (k) Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright
agreement with any third party from which any Borrower or any of its Subsidiaries has received notice of a dispute in respect of any such agreement; or 

(l) Inventory acquired in a Permitted Acquisition or which is not acquired other than for the purpose of sale in a Store in the
ordinary course of a Borrower’s business, unless and until the Collateral Agent has completed or received (A) an appraisal of such Inventory from appraisers satisfactory to the Collateral Agent, establishes an Inventory Advance Rate and
Inventory Reserves (if applicable) therefor, and otherwise agrees that such Inventory shall be 

  
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deemed Eligible Inventory, and (B) such other due diligence as the Agents may require, all of the results of the foregoing to be reasonably satisfactory to the Agents. 

“Eligible Real Estate” means that certain Real Estate owned by Lead Borrower and located in Loveland, Larimer County, Colorado, as
more fully described on Schedule 1.01(b) (“Loveland Real Estate”), but only as and when the following conditions have been satisfied: 

(a) Lead Borrower continues to own the Loveland Real Estate in fee simple absolute; 

(b) The Administrative Agent shall have received evidence that all actions that the Administrative Agent may reasonably deem
necessary or appropriate in order to create a valid first and subsisting Lien (subject only to those Liens permitted by Section 6.02 hereof which have priority over the Lien of the Collateral Agent by operation of Applicable Law or
otherwise reasonably acceptable to the Administrative Agent) on the Loveland Real Estate have been taken. 
 (c) The
Administrative Agent shall have received an appraisal (based upon Appraised Value) of the Loveland Real Estate complying with the requirements of FIRREA by a third party appraiser reasonably acceptable to the Administrative Agent and otherwise in
form and substance reasonably satisfactory to the Administrative Agent; and 
 (d) The Real Estate Eligibility Requirements
have been satisfied. 
 “Eligible Trade Receivables” means all Accounts that are subject to a valid, exclusive (other than Liens
specified in clause (q) of the definition of Permitted Encumbrances), first priority and fully perfected security interest in favor of the Collateral Agent, on behalf of the Lenders, which conform to the warranties contained herein and which,
at all times, continue to be acceptable to the Administrative Agent in the exercise of its reasonable credit judgment, less, without duplication, the sum of the below listed items; provided, (i) Administrative Agent shall have the
right to establish, modify or eliminate Reserves against Eligible Trade Receivables from time to time in its reasonable credit judgment and (ii) Administrative Agent reserves the right, at any time and from time to time after the Closing Date,
to adjust any of the criteria set forth below and to establish new criteria, and to adjust advance rates with respect to Eligible Trade Receivables, in its reasonable credit judgment: 

(a) any returns, discounts, claims, credits, finance or service charges and allowances of any nature (whether issued, owing, granted, claimed
or outstanding), and 
 (b) reserves for any such Accounts that arise from or are subject to or include: 

(i) sales to the United States of America, any state or other governmental entity or to any agency, department or division thereof, except
for any such sales as to which such Borrower has complied with the Assignment of Claims Act of 1940 or any other applicable statute, rules or regulation, to the Agent’s satisfaction in the exercise of its reasonable business judgment; 

(ii) foreign sales, other than sales which otherwise comply with all of the other criteria for eligibility hereunder and are (x) secured
by letters of credit (in form and substance reasonably satisfactory to the Administrative Agent) issued or confirmed by, and payable at, banks having a place of business in the United States of America, or (y) to customers residing in Canada
provided such Accounts do not exceed Twenty-Five Thousand Dollars ($25,000) in the aggregate at any one time; 

  
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 (iii) Accounts that remain unpaid more than ninety (90) days from invoice date; 

(iv) contra accounts; 
 (v)
sales to any other Borrower, any subsidiary, or to any company affiliated with the Borrowers in any way (exclusive of any affiliation arising solely out of the customer relationship on account of such sales); 

(vi) bill and hold (deferred shipment) or consignment sales; 

(vii) sales to any customer which is: (A) insolvent, (B) the debtor in any bankruptcy, insolvency, arrangement, reorganization,
receivership or similar proceedings under any federal or state law, (C) negotiating, or has called a meeting of its creditors for purposes of negotiating, a compromise of its debts, or (D) financially unacceptable to the Administrative
Agent or has a credit rating unacceptable to the Administrative Agent, each based on its reasonable credit judgment; 
 (viii) all sales to
any customer if fifty percent (50%) or more of the aggregate dollar amount of all outstanding invoices to such customer are unpaid more than ninety (90) days from invoice date; 

(ix) pre-billed receivables and receivables arising from progress billing; 

(x) an amount representing, historically, returns, discounts, claims, credits, allowances and applicable terms; 

(xi) sales not payable in United States currency; and 

(xii) any other reasons deemed necessary by the Administrative Agent in its reasonable credit judgment, including without limitation those
which are customary either in the commercial finance industry or in the lending practices of the Administrative Agent. 
 Administrative
Agent has advised Borrowers that due diligence has not been conducted with respect to Eligible Trade Receivables, and that until completion of such due diligence, to the sole satisfaction of Administrative Agent, the Borrowing Base will not include
any Eligible Trade Receivables. Upon completion of such due diligence Administrative Agent may, in its sole discretion, adjust the Receivables Advance Rate, and establish any Receivables Reserves which it deems appropriate. 

“Environmental Compliance Reserve” means, with respect to Eligible Real Estate, any reserve which the Agents, from time to time in
their discretion establish for estimable amounts that are reasonably likely to be expended by any of the Loan Parties in order for such Loan Party and its operations and property (a) to comply with any notice from a Governmental Authority
asserting non-compliance with Environmental Laws, or (b) to correct any such non-compliance with Environmental Laws or to provide for any Environmental Liability. 

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the ref of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public systems. 

  
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 “Environmental Liability” means any liability, obligation, damage, loss, claim, action,
suit, judgment, order, fine, penalty, fee, expense, or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal or presence of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing. 
 “Equipment” has the meaning set forth in the Security Agreement. 

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests
in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other
ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of
determination. 
 “ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Lead Borrower within the
meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Lead Borrower or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal
under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Lead Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of
intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Lead Borrower or any ERISA Affiliate. 
 “Event of
Default” has the meaning specified in Section 8.01. An Event of Default shall be deemed to be continuing unless and until that Event of Default has been duly waived as provided in Section 10.03 hereof. 

“Excess Availability” means, as of any date of determination thereof by the Administrative Agent, the result, if a positive number,
of (i) the Borrowing Base at such time, minus (ii) the aggregate Outstanding Amount of all Credit Extensions to, or for the account of, the Borrowers. 

“Excluded Taxes” means, with respect to any Recipient, (a) income or franchise Taxes imposed on (or measured by) such
Recipient’s gross or net income or profit (however denominated), by the United 

  
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States of America, the jurisdiction under the laws of which such Recipient is organized, in which such Recipient is resident for Tax purposes or in which its principal office is located or, in
the case of any Lender, in which its applicable Lending Office is located or in which it otherwise is deemed to be engaged in a trade or business for Tax purposes (or, in each case, any political subdivision thereof), (b) any branch profits
taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a) above or any other jurisdiction in which any Borrower is located, (c) any Taxes imposed by reason of any present or former
connection between the jurisdiction imposing such Taxes and such Recipient other than a connection arising solely from such Recipient having received a payment under this Agreement or any other Loan Document, (d) any withholding Tax imposed
pursuant to any applicable law in effect at the time such Recipient becomes a Recipient with respect to its applicable ownership interest in the Loan or designates a new lending office, (e) any Taxes attributable to such Recipient’s
failure to comply with Sections 3.01(e), and (f) as referenced in the definition of Other Taxes, Taxes imposed as a result of an assignment (other than an assignment that occurs as a result of the Borrowers’ request pursuant to
Section 10.13). 
 “Executive Order” has the meaning set forth in Section 10.18. 

“Existing Credit Agreement” means that certain Credit Agreement dated as of August 14, 2009 among the Borrowers, General
Electric Capital Corporation, as agent, and a syndicate of lenders. 
 “Extraordinary Receipt” means any cash received by or paid
to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute
compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments. 

“Facility Guaranty” means the Guaranty made by any Guarantor in favor of the Agents and the Lenders, in form reasonably satisfactory
to the Administrative Agent. 
 “Factored Receivables” means any Accounts of a Loan Party which have been factored or sold by an
account debtor of a Loan Party to Wells Fargo, Wells Fargo Retail Finance, LLC or any of their respective Affiliates pursuant to a factoring arrangement or otherwise. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Wells Fargo on such day on such transactions as determined by the Administrative Agent. 

“Fee Letter” means the letter agreement, dated May 28, 2010, among the Lead Borrower and the Administrative Agent. 

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time. 

“Fiscal Month” means any fiscal month of any Fiscal Year, which month shall generally end on the Saturday closest to the end of such
calendar month, subject to inclusion of such month in the 

  
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applicable Fiscal Quarter, in accordance with the fiscal accounting calendar of the Loan Parties. Borrowers’ fiscal calendar through Fiscal Year 2028 is attached hereto as Schedule
1.01(c). 
 “Fiscal Quarter” means any fiscal quarter of any Fiscal Year, which quarters shall generally end on the Saturday
closest to the end of each April, July, October and January of such Fiscal Year in accordance with the fiscal accounting calendar of the Loan Parties. Borrowers’ fiscal calendar through Fiscal Year 2028 is attached hereto as Schedule
1.01(c). 
 “Fiscal Year” means any period of fifty-two (52) or fifty-three (53) weeks, as the case may be, ending
on the Saturday closest to January 31 of any calendar year. Borrowers’ fiscal calendar through Fiscal Year 2028 is attached hereto as Schedule 1.01(c). 

“Foreign Assets Control Regulations” has the meaning set forth in Section 10.18. 

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Lead Borrower is
resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

“Fronting Fee” has the meaning assigned to such term in Section 2.03(j). 

“FRB” means the Board of Governors of the Federal Reserve System of the United States. 

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary course of its business. 
 “GAAP” means generally
accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Guarantee” means, as
to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other
obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation,
(iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation,
or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of 

  
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such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which
such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

 “Guarantor” means the Parent and each other Person who shall be required to execute and deliver a Facility Guaranty pursuant to
Section 6.12. 
 “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any
nature regulated pursuant to any Environmental Law. 
 “Honor Date” has the meaning specified in Section 2.03(c)(i).

 “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included
as indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b) the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 

(c) net obligations of such Person under any Swap Contract; 

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created); 

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f) All Attributable Indebtedness in respect of Capital Lease Obligations and Synthetic Lease Obligations of such Person; 

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity
Interest in such Person or any other Person (including, without limitation, Disqualified Stock, or any warrant, right or option to acquire such Equity Interest), valued, in the case of a redeemable preferred interest, at the greater of its voluntary
or involuntary liquidation preference plus accrued and unpaid dividends; and 
 (h) all Guarantees of such Person in
respect of any of the foregoing. 

  
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 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such
Person. 
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 

“Indemnitee” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Intellectual Property” means all present and future: trade secrets, know-how and other proprietary information; trademarks,
trademark applications, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or
business identifiers, and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights and copyright applications; (including copyrights for computer programs) and
all tangible and intangible property embodying the copyrights, unpatented inventions (whether or not patentable); patents and patent applications; industrial design applications and registered industrial designs; license agreements related to any of
the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations,
embodiments or incorporations of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing. 

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable
to such Loan and the Maturity Date; provided, however, that if any Interest Period for a LIBO Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the first day after the end of each month and the Maturity Date. 

“Interest Period” means, as to each LIBO Rate Loan, the period commencing on the date such LIBO Rate Loan is disbursed or converted
to or continued as a LIBO Rate Loan and ending on the date one, two or three months thereafter, as selected by the Lead Borrower in its Committed Loan Notice; provided that: 

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; 

(iii) no Interest Period shall extend beyond the Maturity Date; and 

(iv) notwithstanding the provisions of clause (iii) no Interest Period shall have a duration of less than one
(1) month, and if any Interest Period applicable to a LIBO Borrowing would be for a shorter period, such Interest Period shall not be available hereunder. 

  
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 For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 
 “Inventory” has the
meaning given that term in the UCC, and shall also include, without limitation, all: (a) goods which (i) are leased by a Person as lessor, (ii) are held by a Person for sale or lease or to be furnished under a contract of service,
(iii) are furnished by a Person under a contract of service, or (iv) consist of raw materials, work in process, or materials used or consumed in a business; (b) goods of said description in transit; (c) goods of said description
which are returned, repossessed or rejected; and (d) packaging, advertising, and shipping materials related to any of the foregoing. 

“Inventory Advance Rate” means 75%. 

“Inventory Reserves” means such reserves as may be established from time to time by the Administrative Agent in the Administrative
Agent’s discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as affect the market value of the Eligible Inventory. Without limiting the generality of the
foregoing, Inventory Reserves may, in the Administrative Agent’s discretion, include (but are not limited to) reserves based on: 

(a) Obsolescence; 

(b) Seasonality; 

(c) Shrink; 

(d) Imbalance; 

(e) Change in Inventory character; 

(f) Change in Inventory composition; 

(g) Change in Inventory mix; 

(h) Markdowns (both permanent and point of sale); 

(i) Retail markons and markups inconsistent with prior period practice and performance, industry standards, current business
plans or advertising calendar and planned advertising events; and 
 (j) Out-of-date and/or expired Inventory. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another
Person, or (c) any Acquisition, or (d) any other investment of money or capital in order to obtain a profitable return. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such Investment. 
 “Investment Affiliate” means, with respect to
any Person, any fund or investment vehicle that (a) is organized by such Person for the purpose of making equity or debt investments in one or more 

  
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companies and (b) is controlled by such Person. For purposes of this definition “control” means the power to direct or cause the direction of management and policies of a Person,
whether by contract or otherwise. 
 “IRS” means the United States Internal Revenue Service. 

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents” means with respect to any Letter of Credit, the Letter Credit Application, and any other document, agreement and
instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of Credit. 

“Joinder Agreement” means an agreement, in substantially in the form of Exhibit F, pursuant to which, among other things, a
Person becomes a party to, and bound by the terms of, this Agreement and/or the other Loan Documents in the same capacity and to the same extent as either a Borrower or a Guarantor, as the Administrative Agent may determine. 

“Knowledge” means knowledge after due inquiry and diligent investigation. 

“Landlord Lien State” means Pennsylvania, Texas, Virginia and Washington, or such other state(s) as to which Collateral Agent
notifies the Lead Borrower in writing that a landlord’s claim for rent may have priority over the lien of the Collateral Agent in any of the Collateral. 

“Laws” means each international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and
administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order,
directed duty, request, license, authorization and permit of, and agreement with, any Governmental Authority, in each case whether or not having the force of law. 

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance
with its Applicable Percentage. 
 “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of
Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing. 
 “L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. 

“L/C Issuer” means (a) Wells Fargo in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters
of Credit hereunder (which successor may only be a Lender selected by the Administrative Agent in its discretion), and (b) any other Lender selected by the Administrative Agent in its discretion. The L/C Issuer may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amounts available to be drawn 

  
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under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining
available to be drawn. 
 “Lease” means any agreement, whether written or oral, no matter how styled or structured, pursuant to
which a Loan Party is entitled to the use or occupancy of any space in a structure, land, improvements or premises for any period of time. 

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line
Lender. 
 “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 

“Letter of Credit” means each Standby Letter of Credit and each Commercial Letter of Credit issued hereunder. 

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form
from time to time in use by the L/C Issuer. 
 “Letter of Credit Expiration Date” means the day that is seven days prior to the
Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Fee”
has the meaning specified in Section 2.03(i). 
 “Letter of Credit Sublimit” means an amount equal to $10,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments. A permanent reduction of the Aggregate Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however,
that if the Aggregate Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Aggregate Commitments.

 “Letter of Credit Obligations” means L/C Obligations. 

“LIBO Borrowing” means a Borrowing comprised of LIBO Rate Loans. 

“LIBO Rate” means for any Interest Period with respect to a LIBO Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any
reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in
the approximate amount of the LIBO Rate Loan being made, continued or converted by Wells Fargo and with a term equivalent to such Interest Period would be offered to Wells Fargo by major banks in the London interbank eurodollar market in which Wells
Fargo 

  
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participates at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period. 

“LIBO Rate Loan” means a Committed Loan that bears interest at a rate based on the Adjusted LIBO Rate. 

“Lien” means (a) any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, Capital Lease Obligation, Synthetic
Lease Obligation, or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) and (b) in the case
of securities, any purchase option, call or similar right of a third party with respect to such securities. 
 “Liquidation” means
the exercise by the Administrative Agent or Collateral Agent of those rights and remedies accorded to such Agents under the Loan Documents and applicable Law as a creditor of the Loan Parties with respect to the realization on the Collateral,
including (after the occurrence and continuation of an Event of Default) the conduct by the Loan Parties acting with the consent of the Administrative Agent, of any public, private or “going out of business”, “store closing”, or
other similarly themed sale or other disposition of the Collateral for the purpose of liquidating the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this Agreement. 

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan or a Swing
Line Loan. 
 “Loan Account” has the meaning assigned to such term in Section 2.11(a). 

“Loan Cap” means, at any time of determination, the lesser of (a) the Aggregate Commitments or (b) the Borrowing Base.

 “Loan Documents” means this Agreement, each Note, each Issuer Document, the Fee Letter, all Borrowing Base Certificates, the
Blocked Account Agreements, the DDA Notifications, the Credit Card Notifications, the Security Documents, the Facility Guaranty, and any other instrument or agreement now or hereafter executed and delivered in connection herewith, or in connection
with any transaction arising out of any Cash Management Services and Bank Products provided by the Administrative Agent or any of its Affiliates, each as amended and in effect from time to time; provided that for purposes of the definition of
“Material Adverse Effect” and Article VII, “Loan Documents” shall not include agreements relating to Cash Management Services and Bank Products. 

“Loan Parties” means, collectively, the Borrowers and each Guarantor. 

“Management Reimbursement Agreement” means the Reimbursement Agreement dated as of August 14, 2009 by and between
Sportsman’s Warehouse Holdings, Inc. and SEP SWH Holdings, L.P., on behalf of itself and its affiliates, as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms of this Agreement. 

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of any Loan Party or the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its
obligations under any Loan Document 

  
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to which it is a party; or (c) a material impairment of the rights and remedies of the Agent or the Lenders under any Loan Document or a material adverse effect upon the legality, validity,
binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not
have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events would result in a Material Adverse Effect. 

“Material Contract” means, with respect to any Person, each contract to which such Person is a party, the termination or breach of
which would be reasonably likely to result in a Material Adverse Effect, including, without limitation, the Management Reimbursement Agreement, Trade Credit Documents, and Sponsor Security Agreement. 

“Material Indebtedness” means Indebtedness (other than the Obligations) of the Loan Parties in an aggregate principal amount
exceeding $1,000,000. For purposes of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any Swap Contract at such time shall be calculated at the Swap Termination Value thereof,
(b) undrawn committed or available amounts shall be included, and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included. 

“Maturity Date” means May 28, 2014. 

“Maximum Rate” has the meaning provided therefor in Section 10.09. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

“Mortgages” means each and every fee and leasehold mortgage or deed of trust, security agreement and assignment by and between the
Loan Party owning or holding the leasehold interest in the Real Estate encumbered thereby in favor of the Collateral Agent. 

“Mortgage Policies” has the meaning specified in the definition of Real Estate Eligibility Requirements. 

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Lead
Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

“Net Proceeds” means (a) with respect to any Disposition by any Loan Party or any of its Subsidiaries, or any Extraordinary
Receipt received or paid to the account of any Loan Party or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such transaction (including any cash or cash equivalents received
by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset by a
Lien permitted hereunder which is senior to the Collateral Agent’s Lien on such asset and that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection with such transaction (other than Indebtedness
under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by such Loan Party or such Subsidiary in connection with such transaction (including, without limitation, appraisals, and brokerage, legal, title and
recording or transfer tax expenses and commissions) paid by any Loan Party to third parties (other than Affiliates); and 

  
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 (b) with respect to the sale or issuance of any Equity Interest by any Loan Party or any of its
Subsidiaries, or the incurrence or issuance of any Indebtedness by any Loan Party or any of its Subsidiaries, the excess of (i) the sum of the cash and cash equivalents received in connection with such transaction over (ii) the
underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party or such Subsidiary in connection therewith. 

“Non-Consenting Lender” has the meaning provided therefor in Section 10.01. 

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii). 

“Note” means (a) a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender,
substantially in the form of Exhibit C-1, and (b) the Swing Line Note, as each may be amended, supplemented or modified from time to time. 

“NPL” means the National Priorities List under CERCLA. 

“Obligations” means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities,
obligations, covenants, indemnities, and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit (including payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral therefor), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, costs, expenses and
indemnities that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees,
costs, expenses and indemnities are allowed claims in such proceeding, and (b) any Other Liabilities. 
 “Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any
limited liability company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its
formation or organization and, if applicable, any certificate or articles of formation or organization of such entity, and (d) in each case, all shareholder or other equity holder agreements, voting trusts and similar arrangements to which such
Person is a party or which is applicable to its Equity Interests and all other arrangements relating to the Control or management of such Person. 

“Other Liabilities” means any obligation on account of (i) any Cash Management Services furnished to any of the Loan Parties or
any of their Subsidiaries and/or (ii) any transaction with any Agent or any of their respective Affiliates, which arises out of any Bank Product entered into with any Loan Party and any such Person, as each may be amended from time to time;
and/or (iii) any liability with respect to Factored Receivables. 
 “Other Taxes” means, other than Excluded Taxes, all
present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement or any other Loan Document; excluding, however, such Taxes imposed as a result of an assignment (other than an assignment that occurs as a result of the Borrowers’ request pursuant to
Section 10.13). 

  
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 “Outstanding Amount” means (i) with respect to Committed Loans and Swing Line
Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect
to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrower of Unreimbursed Amounts. 
 “Overadvance” means a Credit Extension to
the extent that, immediately after its having been made, Availability is less than zero. 
 “Parent” means Sportsman’s
Warehouse Holdings, Inc. 
 “Participant” has the meaning specified in Section 10.06(d). 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“PCAOB” means the Public Company Accounting Oversight Board. 

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other
than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a
multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. 

“Permitted Acquisition” means an Acquisition in which all of the following conditions are satisfied: 

(a) No Default then exists or would arise from the consummation of such Acquisition; 

(b) Such Acquisition shall have been approved by the Board of Directors of the Person (or similar governing body if such Person
is not a corporation) which is the subject of such Acquisition and such Person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law;

 (c) The Lead Borrower shall have furnished the Administrative Agent with thirty (30) days’ prior written notice
of such intended Acquisition and shall have furnished the Administrative Agent with a current draft of the documents evidencing the intended Acquisition (and final copies thereof as and when executed), a summary of any due diligence undertaken by
the Loan Parties in connection with such Acquisition, appropriate financial statements of the Person which is the subject of such Acquisition, pro forma projected financial statements for the twelve (12) month period following such Acquisition
after giving effect to such Acquisition (including balance sheets, cash flows and income statements by month for the acquired Person, individually, and on a Consolidated basis with all Loan Parties), and such other information as the Administrative
Agent may reasonably require, all of which shall be reasonably satisfactory to the Administrative Agent; 

  
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 (d) Either (i) the legal structure of the Acquisition shall be acceptable to
the Administrative Agent in its discretion, or (ii) the Loan Parties shall have provided the Administrative Agent with a favorable solvency opinion from an unaffiliated third party valuation firm reasonably satisfactory to the Administrative
Agent; 
 (e) After giving effect to the Acquisition, if the Acquisition is an Acquisition of the Equity Interests, a Loan
Party shall acquire and own, directly or indirectly, a majority of the Equity Interests in the Person being acquired and shall Control a majority of any voting interests or shall otherwise Control the governance of the Person being acquired; 

(f) Any assets acquired shall be utilized in, and if the Acquisition involves a merger, consolidation or stock acquisition, the
Person which is the subject of such Acquisition shall be engaged in, a business otherwise permitted to be engaged in by a Borrower under this Agreement; 

(g) If the Person which is the subject of such Acquisition will be maintained as a Subsidiary of a Loan Party, or if the assets
acquired in an acquisition will be transferred to a Subsidiary which is not then a Loan Party, such Subsidiary shall have been joined as a “Borrower” hereunder or as a Facility Guarantor, as the Administrative Agent shall determine, and
the Collateral Agent shall have received a first priority security and/or mortgage interest in such Subsidiary’s Equity Interests, Inventory, Accounts, Real Estate and other property of the same nature as constitutes collateral under the
Security Documents; 
 (h) The total consideration paid for all such Acquisitions (whether in cash, tangible property, notes
or other property) after the Closing Date shall not exceed in the aggregate the sum of $5,000,000; and 
 (i) The Loan
Parties shall have satisfied the Additional Payment Conditions. 
 “Permitted Disposition” means any of the following: 

(a) dispositions of inventory in the ordinary course of business; 

(b) bulk sales or other Dispositions of the Inventory of a Loan Party not in the ordinary course of business, made in
connection with Store closings, at arm’s length, provided, that such Store closures and related Inventory Dispositions shall not exceed those set forth in the Borrowers’ business plan reasonably satisfactory to Administrative
Agent, and provided, further, at the Collateral Agent’s discretion, all sales of Inventory in connection with Store closings shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to
the Collateral Agent; 
 (c) non-exclusive licenses of Intellectual Property of a Loan Party or any of its Subsidiaries in
the ordinary course of business; 
 (d) licenses for the conduct of licensed departments within the Loan Parties’ Stores
in the ordinary course of business; provided that, if requested by the Agents, the Agents shall have entered into an intercreditor agreement with the Person operating such licensed department on terms and conditions reasonably satisfactory to the
Agents; 
 (e) the sale or other disposition by a Loan Party of Inventory that is obsolete and having a book value not
exceeding $250,000 in the aggregate in any Fiscal Year (or such greater amount agreed to by Administrative Agent in its reasonable discretion); 

  
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 (f) the sale or other disposition by a Loan Party of (i) Equipment or
Fixtures of the stores closed in connection with the Plan of Reorganization, and (ii) Equipment or Fixtures that are obsolete or no longer used or useful in such Loan Party’s business and having a book value, not exceeding $500,000 in the
aggregate in any Fiscal Year (or such greater amount agreed to by Administrative Agent in its reasonable discretion); 
 (g)
Sales, transfers and dispositions among the Loan Parties or by any Subsidiary to a Loan Party; 
 (h) Sales, transfers and
dispositions of or by any Subsidiary which is not a Loan Party to another Subsidiary that is not a Loan Party; and 
 (i) as
long as no Default then exists or would arise therefrom, sales of Real Estate of any Loan Party (or sales of any Person or Persons created to hold such Real Estate or the equity interests in such Person or Persons), including sale-leaseback
transactions involving any such Real Estate pursuant to leases on market terms, as long as, (A) such sale is made for fair market value, (B) with respect to any Eligible Real Estate, the Net Proceeds paid in cash are in an amount at least
equal to the greater of the amounts advanced or available to be advanced against such Eligible Real Estate under the Borrowing Base, (C) the net proceeds of such sale are utilized to repay the Obligations, and (D) in the case of any
sale-leaseback transaction permitted hereunder, the Agents shall have received from such each purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Agents. 

“Permitted Encumbrances” means: 

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 6.04;

 (b) Carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by applicable Law, arising in the ordinary course of business and securing obligations that are not overdue or are being contested in compliance with Section 6.04; 

(c) Pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment
insurance and other social security laws or regulations, other than any Lien imposed by ERISA; 
 (d) Deposits to secure the
performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(e) Liens in respect of judgments that would not constitute an Event of Default hereunder; 

(f) Easements, covenants, conditions, restrictions, building code laws, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary
conduct of business of a Loan Party and such other minor title defects or survey matters that are disclosed by current surveys that, in each case, do not materially interfere with the current use of the real property; 

  
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 (g) Liens existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is
not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder; 

(h) Liens on fixed or capital assets acquired by any Loan Party which are permitted under clause (c) of the definition of
Permitted Indebtedness so long as (i) such Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition, (ii) the Indebtedness secured thereby does not exceed the cost of
acquisition of such fixed or capital assets and (iii) such Liens shall not extend to any other property or assets of the Loan Parties; 

(i) Liens in favor the Collateral Agent; 

(j) Landlords’ and lessors’ Liens in respect of rent not in default; 

(k) Possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments
owned as of the date hereof and Permitted Investments, provided that such liens (a) attach only to such Investments and (b) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or
disposition of such Investments and not any obligation in connection with margin financing; 
 (l) Liens arising solely by
virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained
with depository institutions or securities intermediaries; 
 (m) Liens arising from precautionary UCC filings regarding
“true” operating leases or, to the extent permitted under the Loan Documents, the consignment of goods to a Loan Party; 

(n) voluntary Liens on property (other than property of the type included in the Borrowing Base) in existence at the time such
property is acquired pursuant to a Permitted Acquisition or on such property of a Subsidiary of a Loan Party in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition; provided, that such Liens are not incurred
in connection with or in anticipation of such Permitted Acquisition and do not attach to any other assets of any Loan Party or any Subsidiary; 

(o) Liens in favor of customs and revenues authorities imposed by applicable Law arising in the ordinary course of business in
connection with the importation of goods and securing obligations that are being contested in good faith by appropriate proceedings, (B) the applicable Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto
in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation; 

(p) encumbrances referred to in Schedule B of the Mortgage Policies insuring the Mortgages; and 

(q) Liens arising with respect to the Sponsor Security Agreement and the Trade Credit Security Agreement. 

  
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 “Permitted Indebtedness” means each of the following as long as no Default or Event of
Default exists or would arise from the incurrence thereof: 
 (a) Indebtedness outstanding on the date hereof and listed on
Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an
amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and the direct or
contingent obligor with respect thereto is not changed as a result of or in connection with such refinancing, refunding, renewal or extension, (ii) the result of such extension, renewal or replacement shall not be an earlier maturity date or
decreased weighted average life of such Indebtedness, and (iii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing,
refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement
or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest
rate; 
 (b) Indebtedness of any Loan Party to any other Loan Party; 

(c) Without duplication of Indebtedness described in clause (f) of this definition, purchase money Indebtedness of any
Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and Synthetic Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any
such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life
thereof provided that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness,
and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being
refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate, provided, however, that the
aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed $2,500,000 at any time outstanding and further provided that, if requested by the Collateral Agent, the Loan Parties shall cause the holders of such
Indebtedness to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Collateral Agent; 
 (d)
obligations (contingent or otherwise) of any Loan Party or any Subsidiary thereof existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” provided that the aggregate Swap Termination Value thereof
shall not exceed $1,000,000 at any time outstanding; 
 (e) Contingent liabilities under surety bonds or similar instruments
incurred in the ordinary course of business in connection with the construction or improvement of Stores; 

  
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 (f) Indebtedness incurred for the construction or acquisition or improvement of,
or to finance or to refinance, any Real Estate owned by any Loan Party (including therein any Indebtedness incurred in connection with sale-leaseback transactions permitted hereunder), provided that, (A) with respect to any Eligible Real
Estate, the Net Proceeds paid in cash are in an amount at least equal to the greater of the amounts advanced or available to be advanced against such Eligible Real Estate under the Borrowing Base, (B) all Net Proceeds received in connection
with any such Indebtedness are applied to the Obligations, and (C) the Loan Parties shall cause the holders of such Indebtedness to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Collateral Agent; 

(g) Indebtedness with respect to the deferred purchase price for any Permitted Acquisition, provided that such
Indebtedness does not require the payment in cash of principal (other than in respect of working capital adjustments) prior to the Maturity Date, has a maturity which extends beyond the Maturity Date, and is subordinated to the Obligations on terms
reasonably acceptable to the Agents; 
 (h) Indebtedness of any Person that becomes a Subsidiary of a Loan Party in a
Permitted Acquisition, which Indebtedness is existing at the time such Person becomes a Subsidiary of a Loan Party (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of a Loan Party); 

(i) The Obligations; 

(j) Other Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; 

(k) The Trade Credit; and 

(l) The Cash Flow Payments (payable in accordance with the terms of this Agreement). 

“Permitted Investments” means each of the following as long as no Default or Event of Default exists or would arise from the making
of such Investment: 
 (a) readily marketable obligations issued or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support
thereof; 
 (b) commercial paper issued by any Person organized under the laws of any state of the United States of America
and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of
acquisition thereof; 
 (c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any
commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized
under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of
this 

  
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definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 180 days from the date of acquisition thereof; 

(d) Fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in
clause (a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria described in clause (c) above or with any primary dealer and having a market
value at the time that such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such counterparty entity with whom such repurchase agreement has been entered into; 

(e) Investments, classified in accordance with GAAP as current assets of the Loan Parties, in any money market fund, mutual
fund, or other investment companies that are registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and which
invest solely in one or more of the types of securities described in clauses (a) through (d) above; 
 (f)
Investments existing on the Closing Date, and set forth on Schedule 7.02, but not any increase in the amount thereof or any other modification of the terms thereof; 

(g) (i) Investments by any Loan Party and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof,
(ii) additional Investments by any Loan Party and its Subsidiaries in Loan Parties (other than the Parent); 
 (h)
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; 

(i) Guarantees constituting Permitted Indebtedness; 

(j) Investments by any Loan Party in Swap Contracts entered into in the ordinary course of business and for bona fide business
(and not speculative purposes) to protect against fluctuations in interest rates in respect of the Obligations; 
 (k)
Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; 

(l) Advances to officers, directors and employees of the Loan Parties and Subsidiaries in the ordinary course of business in an
amount not to exceed $10,000 to any individual at any time or in an aggregate amount not to exceed $100,000 at any time outstanding; 

(m) Investments constituting Permitted Acquisitions; 

(n) Capital contributions made by any Loan Party to another Loan Party; 

(o) Completion of Lead Borrower’s development and initiation of e-commerce/internet sales to the public; 

  
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 (p) Opening additional Stores consistent with Borrowers’ business plan
reasonably satisfactory to Administrative Agent; and 
 (q) Other Investments not exceeding $50,000 in the aggregate at any
time outstanding. 
 provided, however, that notwithstanding the foregoing, no such Investments specified in clauses (a) through
(e) and clause (q) shall be permitted unless (i) either (A) no Revolving Credit Loans are then outstanding, or (B) the Investment is a temporary Investment pending expiration of an Interest Period for a LIBO Rate Loan, the
proceeds of which Investment will be applied to the Obligations after the expiration of such Interest Period, and (ii) such Investments are pledged to the Collateral Agent as additional collateral for the Obligations pursuant to such agreements
as may be reasonably required by the Collateral Agent. 
 “Permitted Overadvance” means an Overadvance made by the Administrative
Agent, in its discretion, which: 
 (a) Is made to maintain, protect or preserve the Collateral and/or the Credit
Parties’ rights under the Loan Documents or which is otherwise for the benefit of the Credit Parties; or 
 (b) Is made
to enhance the likelihood of, or to maximize the amount of, repayment of any Obligation; or 
 (c) Is made to pay any other
amount chargeable to any Loan Party hereunder; and 
 (d) Together with all other Permitted Overadvances then outstanding,
shall not (i) exceed ten percent (10%) of the Borrowing Base at any time or (ii) unless a Liquidation is occurring, remain outstanding for more than forty-five (45) consecutive Business Days, unless in each case, the Required
Lenders otherwise agree. 
 provided however, that the foregoing shall not (i) modify or abrogate any of the provisions of
Section 2.03 regarding the Lender’s obligations with respect to Letters of Credit, or (ii) result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional
Overadvances and such Unintentional Overadvances shall not reduce the amount of Permitted Overadvances allowed hereunder, and further provided that in no event shall the Administrative Agent make an Overadvance, if after giving effect
thereto, the principal amount of the Credit Extensions would exceed the Aggregate Commitments (as in effect prior to any termination of the Commitments pursuant to Section 2.06 hereof). 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership,
limited partnership, Governmental Authority or other entity. 
 “Plan” means any “employee benefit plan” (as such term
is defined in Section 3(3) of ERISA) established by the Lead Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 

“Plan of Reorganization” means that certain Second Amended Joint Plan of Reorganization of Sportsman’s Warehouse, Inc. and
affiliated debtors, dated June 27, 2009, filed in the Chapter 11 Cases and approved by the Bankruptcy Court pursuant to the Confirmation Order. 

  
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 “Platform” has the meaning specified in Section 6.02. 

“Prepayment Event” means: 

(a) Any Disposition (including pursuant to a sale and leaseback transaction) of any property or asset of a Loan Party; 

(b) Any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of a Loan Party, unless the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent or; 

(c) The issuance by a Loan Party of any Equity Interests, other than any such issuance of Equity Interests (i) to a Loan
Party, (ii) as consideration for a Permitted Acquisition or (iii) as a compensatory issuance to any employee, director, or consultant (including under any option plan); 

(d) The incurrence by a Loan Party of any Indebtedness for borrowed money other than Permitted Indebtedness; or 

(e) The receipt by any Loan Party of any Extraordinary Receipts. 

“Public Lender” has the meaning specified in Section 6.02. 

“Real Estate” means all real property subject to Leases and all land, together with the buildings, structures, parking areas, and
other improvements thereon, now or hereafter owned by any Loan Party, including all easements, rights-of-way, and similar rights relating thereto and all leases, tenancies, and occupancies thereof. 

“Real Estate Advance Rate” means 50% from the Closing Date through May 27, 2012, 45% from May 28, 2012 through
May 27, 2013 and 40% from the May 28, 2013 through the Maturity Date. 
 “Real Estate Cap” means at any time of
calculation, $8,000,000. 
 “Real Estate Eligibility Requirements” means collectively, each of the following: 

(a) The applicable Loan Party has executed and delivered to the Collateral Agent a Mortgage with respect to any Real Estate
intended, by such Loan Party, to be included in Eligible Real Estate; 
 (b) Such Real Estate is used by a Loan Party for
offices or as a store or distribution center; 
 (c) As to any particular property, the Loan Party is in compliance in all
material respects with the representations, warranties and covenants set forth in the Mortgage relating to such Real Estate; 

(d) The Collateral Agent shall have received fully paid American Land Title Association Lender’s Extended Coverage title
insurance policies or marked-up title insurance commitments having the effect of a policy of title insurance) (the “Mortgage Policies”) in form and substance, with the endorsements reasonably required by the Agents (to the extent
available 

  
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at commercially reasonable rates) and in amounts reasonably acceptable to the Collateral Agent (provided that such amounts shall not exceed the Appraised Value of the applicable Mortgaged
Property), issued, coinsured and reinsured (to the extent required by the Collateral Agent) by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid first and subsisting Liens on the property or leasehold
interests described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only those Liens permitted by Section 6.02 having priority over the Lien
of the Collateral Agent under applicable Law or otherwise reasonably acceptable to the Collateral Agent; 
 (e) With respect
to any Real Estate owned by a Borrower or any other Loan Party (excluding interests as lessee under a Lease) which is intended by such Borrower or such other Loan Party to be included in Eligible Real Estate, the Collateral Agent shall have received
American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner reasonably
satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and reasonably acceptable to the Collateral Agent, showing all buildings and other
improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than
encroachments and other defects reasonably acceptable to the Collateral Agent; 
 (f) With respect to any Real Estate
intended by any Borrower or other Loan Party to be included in Eligible Real Estate, the Collateral Agent shall have received a Phase I Environmental Site Assessment in accordance with ASTM Standard E1527-05, in form and substance reasonably
satisfactory to the Collateral Agent, from an environmental consulting firm reasonably acceptable to the Collateral Agent, which report shall identify recognized environmental conditions and shall to the extent possible quantify any related costs
and liabilities, associated with such conditions and the Collateral Agent shall be satisfied with the nature and amount of any such matters. The Collateral Agent may, upon the receipt of a Phase I Environmental Site Assessment require the delivery
of further environmental assessments or reports to the extent such further assessments or reports are recommended in the Phase I Environmental Site Assessment; 

(g) The applicable Loan Party shall have delivered to the Collateral Agent evidence of flood insurance naming the Collateral
Agent as mortgagee as required by the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended and in effect, which shall be reasonably satisfactory in form and substance to the Collateral Agent; and

 (h) The applicable Loan Party shall have delivered such other information and documents as may be reasonably requested by
the Agents, including, without limitation, such as may be necessary to comply with FIRREA. 
 “Realty Reserves” means such
reserves as the Administrative Agent from time to time determines in the Administrative Agent’s discretion as being appropriate to reflect the impediments to the Agents’ ability to realize upon any Eligible Real Estate. Without limiting
the generality of the foregoing, Realty Reserves may include (but are not limited to) (i) Environmental Compliance Reserves, (ii) reserves for (A) municipal taxes and assessments, (B) repairs and (C) remediation of title
defects, and (iii) reserves for Indebtedness secured by Liens having priority over the Lien of the Collateral Agent. 

  
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 “Receivables Advance Rate” means 85%. 

“Receivables Reserves” means such Reserves as may be established from time to time by the Administrative Agent in the Administrative
Agent’s discretion with respect to the determination of the collectability in the ordinary course of Eligible Trade Receivables, including, without limitation, Dilution Reserves. 

“Recipient” means, as applicable, (a) any Person to which any payment on account of any obligation of a Loan Party under any
Loan Document is made or owed, including the Administrative Agent or any Lender or (b) if any Person described in clause (a) is treated as a pass–through entity for applicable Tax purposes, the beneficial owner of such Person. 

“Register” has the meaning specified in Section 10.06(c). 

“Registered Public Accounting Firm” has the meaning specified by the Securities Laws and shall be independent of the Parent and its
Subsidiaries as prescribed by the Securities Laws. 
 “Related Parties” means, with respect to any Person, such Person’s
Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice
period has been waived. 
 “Reports” has the meaning provided in Section 9.12(b). 

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a
Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 

“Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the Aggregate Commitments or, if the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the
aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the
portion of the Total Outstandings held or deemed held by, any Defaulting Lender or Deteriorating Lender shall be excluded for purposes of making a determination of Required Lenders. 

“Reserves” means all (if any) Inventory Reserves, Availability Reserves, Realty Reserves, and Receivables Reserves. 

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a
Loan Party or any of the other individuals designated in writing to the Administrative Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder. Any document
delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 
 “Restricted Payment” means any dividend or
other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its 

  
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Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance,
acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or
other right to acquire any such dividend or other distribution or payment, and any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement,
defeasance, sinking fund or similar payment and any claim for rescission with respect to, any Subordinated Debt. Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also include all payments made by such
Person with any proceeds of a dissolution or liquidation of such Person. 
 “S&P” means Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto. 
 “Sarbanes-Oxley” means the
Sarbanes-Oxley Act of 2002. 
 “Scheduled Payment Conditions” means satisfaction of the following: (i) no Event of Default
has occurred and is continuing or would result after giving effect to any such Restricted Payment and (ii) (a) at all times during the 90 day period immediately preceding any such Restricted Payment and (b) immediately after giving
effect to any such Restricted Payment, Availability shall not be less than 20% of the Borrowing Base 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 any such Restricted Payment (after giving pro-forma effect thereto), that reflect the Borrowers collectively shall have Availability of at least 20% of the Borrowing Base; it
being understood and agreed that it shall not constitute a breach of this requirement if Availability subsequently is less than 20% of the Borrowing Base so long as the projection thereof is based on the good faith estimate of the Borrowers at the
time of such payment. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of
its principal functions. 
 “Secured Rate Contracts” means Swap Contracts. 

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley, and the applicable
accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB. 

“Security Agreement” means the Security Agreement dated as of the Closing Date among the Loan Parties and the Collateral Agent. 

“Security Documents” means the Security Agreement, the Blocked Account Agreements, the Mortgages, the DDA Notifications, the Credit
Card Notifications, and each other security agreement or other instrument or document executed and delivered to the Collateral Agent pursuant to this Agreement or any other Loan Document granting a Lien to secure any of the Obligations. 

“Senior Executive Officers” means the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, President,
Treasurer or Assistant Treasurer of each Borrower. 
 “Settlement Date” has the meaning provided in Section 2.14(a).


  
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 “Shareholders’ Equity” means, as of any date of determination, consolidated
shareholders’ equity of the Parent and its Subsidiaries as of that date determined in accordance with GAAP. 
 “Shrink” means
Inventory which has been lost, misplaced, stolen, or is otherwise unaccounted for. 
 “Shrink Reserve” means an amount reasonably
estimated by the Agents to be equal to that amount which is required in order that the Shrink reflected in Borrowers’ stock ledger would be reasonably equivalent to the Shrink calculated as part of the Borrowers’ most recent physical
inventory. 
 “Solvent” and “Solvency” means, with respect to any Person on a particular date, that on such date
(a) at fair valuation, all of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the properties and assets of such Person
is not less than the amount that would be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and pay its debts and other
liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to pay as such debts
mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due
consideration to the prevailing practices in the industry in which such Person is engaged. The amount of all guarantees at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can
reasonably be expected to become an actual or matured liability. 
 “Sponsor” means New SEP SWH Holdings, L.P., a Delaware limited
partnership. 
 “Sponsor Note” means that certain promissory note executed by Borrowers in favor of Sponsor in the principal
amount of $12,000,000 (plus paid-in-kind interest added thereto), as amended, restated, supplemented or otherwise modified from time to time (so long as such amendment, restatement, supplement or modification is not prohibited by this Agreement or
the Subordination Agreement). 
 “Sponsor Note Payment Conditions” means satisfaction of the following: (i) No Event of
Default has occurred and is continuing or would result after giving effect to any such Restricted Payment and (ii) (a) at all times during the 90 day period immediately preceding any such Restricted Payment and (b) immediately after
giving effect to any such Restricted Payment, Availability shall not be less than 25% of the Borrowing Base 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 any such Restricted Payment (after giving pro-forma effect thereto), that reflect the Borrowers collectively shall have Availability of at least 25% of the Borrowing Base;
it being understood and agreed that it shall not constitute a breach of this requirement if Availability subsequently is less than 25% of the Borrowing Base so long as the projection thereof is based on the good faith estimate of the Borrowers at
the time of such payment. 
 “Sponsor Security Agreement” means that certain SEP Security Agreement dated as of August 14,
2009 by and among Sportsman’s Warehouse Holdings, Inc., Sportsman’s Warehouse, Inc., and Pacific Flyway Wholesale, LLC and Sponsor, as amended, restated, supplemented or otherwise modified from time to time (so long as such amendment,
restatement, supplement or modification is not prohibited by this Agreement or the Subordination Agreement). 

  
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 “Standby Letter of Credit” means any Letter of Credit that is not a Commercial Letter
of Credit and that (a) is used in lieu or in support of performance guaranties or performance, surety or similar bonds (excluding appeal bonds) arising in the ordinary course of business, (b) is used in lieu or in support of stay or appeal
bonds, (c) supports the payment of insurance premiums for reasonably necessary casualty insurance carried by any of the Loan Parties, or (d) supports payment or performance for identified purchases or exchanges of products or services in
the ordinary course of business. 
 “Stated Amount” means at any time the maximum amount for which a Letter of Credit may be
honored. 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the FRB to which the Administrative Agent is
subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. LIBO Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Store” means any retail store (which may include a Borrower’s interest in any real property, fixtures, equipment, inventory
and other property related thereto) operated, or to be operated, by any Loan Party. 
 “Subordinated Debt” means the Indebtedness
of the Borrowers evidenced by the Sponsor Note, the Cash Flow Payment and any other Indebtedness of any Credit Party subordinated in right of payment to the Obligations (specifically excluding from Subordinated Debt any capital lease payments) in a
manner and form satisfactory to Administrative Agent and Lenders in their reasonable discretion, as to right and time of payment and as to any other rights and remedies thereunder. For the avoidance of doubt, the Trade Credit shall not be
Subordinated Debt hereunder. 
 “Subordination Agreement” means that certain Intercreditor and Subordination Agreement dated as of
August 14, 2009 by and among the agent under the Existing Credit Agreement, on behalf of itself and the lenders thereunder, Sponsor and Trade Credit Agent, on behalf of itself and the Trade Creditors, as amended, restated, supplemented or
otherwise modified from time to time. 
 “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries
of a Loan Party. 
 “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or


  
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forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master Agreement. 
 “Swap Termination Value” means, in
respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined
based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04. 

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 

“Swing Line Lender” means Wells Fargo Retail Finance, LLC in its capacity as provider of Swing Line Loans, or any successor swing
line lender hereunder. 
 “Swing Line Loan” has the meaning specified in Section 2.04(a). 

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing,
shall be substantially in the form of Exhibit B. 
 “Swing Line Note” means the promissory note of the Borrowers
substantially in the form of Exhibit C-2, payable to the order of the Swing Line Lender, evidencing the Swing Line Loans made by the Swing Line Lender. 

“Swing Line Sublimit” means an amount equal to the lesser of (a) $7,500,000 and (b) the Aggregate Commitments. The Swing
Line Sublimit is part of, and not in addition to, the Aggregate Commitments. 
 “Synthetic Lease Obligation” means the monetary
obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations
that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

  
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 “Termination Date” means the earliest to occur of (i) the Maturity Date,
(ii) the date on which the maturity of the Obligations is accelerated (or deemed accelerated) and the Commitments are irrevocably terminated (or deemed terminated) in accordance with Article VII, or (iii) the termination of the
Commitments in accordance with the provisions of Section 2.06(a) hereof. 
 “Total Outstandings” means the aggregate
Outstanding Amount of all Loans and all L/C Obligations. 
 “Trade Credit” means that certain Trade Credit extended by the Trade
Creditors to the Borrowers pursuant to the Trade Credit Documents. 
 “Trade Credit Agent” shall mean Wilmington Trust FSB, as the
Trade Credit Agent for the Trade Creditors, together with its successors and assigns. 
 “Trade Credit Agent Agreement” shall mean
the Trade Credit Agent Agreement dated as of August 14, 2009 by and among the Trade Credit Agent and the Trade Creditors, as amended, restated, supplemented or otherwise modified from time to time. 

“Trade Credit Commitment Letters” has the meaning ascribed to it in the Trade Credit Agent Agreement. 

“Trade Credit Documents” shall mean, collectively, the Trade Credit Commitment Letters, the Trade Credit Agent Agreement, the Trade
Credit Security Agreement, the Subordination Agreement, any other intercreditor agreement, security agreements, and any other agreements, documents and instruments concurrently or at any time hereafter executed by the Borrowers in connection with
the Trade Credit Commitment Letters, in each case, as amended, restated, supplemented or otherwise modified from time to time. 

“Trade Creditors” has the meaning ascribed to it in the Trade Credit Agent Agreement. 

“Trade Credit Security Agreement” shall mean the Trade Credit Security Agreement dated as of August 14, 2009 by and among
Sportsman’s Warehouse Holdings, Inc., Sportsman’s Warehouse, Inc., and Pacific Flyway Wholesale, LLC and the Trade Credit Agent, as amended, restated, supplemented or otherwise modified from time to time. 

“Trading with the Enemy Act” has the meaning set forth in Section 10.18. 

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a LIBO Rate Loan. 

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New
York; provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9; provided further that, if by reason of mandatory
provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than
State of New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or
availability of such remedy, as the case may be. 

  
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 “UFCA” has the meaning specified in Section 10.21(d). 

“UFTA” has the meaning specified in Section 10.21(d). 

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA,
over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. 

“Unintentional Overadvance” means an Overadvance which, to the Administrative Agent’s knowledge, did not constitute an
Overadvance when made but which has become an Overadvance resulting from changed circumstances beyond the control of the Credit Parties, including, without limitation, a reduction in the Appraised Value of property or assets included in the
Borrowing Base or misrepresentation by the Loan Parties. 
 “United States” and “U.S.” mean the United States of
America. 
 “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 

“Wells Fargo” means Wells Fargo Bank, N.A. and its successors. 

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or
in such other Loan Document: 
 (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition
of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns,
(iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such
references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer
to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
 (b) In the
computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but
excluding;” and the word “through” means “to and including.” 

  
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 (c) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 1.03 Accounting
Terms 
 (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. 

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance
with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 

1.04 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there
is no nearest number). 
 1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to
Eastern time (daylight or standard, as applicable). 
 1.06 Letter of Credit Amounts. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms of any Issuer Documents
related thereto, provides for one or more automatic increases in the Stated Amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Stated Amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum Stated Amount is in effect at such time. 
 ARTICLE II 

THE COMMITMENTS AND CREDIT EXTENSIONS 

2.01 Committed Loans; Reserves. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each
such loan, a “Committed Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such
Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: 

  
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 (i) after giving effect to any Committed Borrowing, the Total Outstandings shall
not exceed the lesser of (A) the Aggregate Commitments, or (B) the Borrowing Base, 
 (ii) after giving effect to
any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, 
 (iii) The
Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit 
 Within the limits of each Lender’s Commitment,
and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or
LIBO Rate Loans, as further provided herein. 
 (b) The following are the Inventory Reserves and Availability Reserves as of the Closing
Date: 
 (i) Shrink Reserve (an Inventory Reserve): An amount equal to 0.85% of the Cost of Inventory on hand at retail
Stores as of the end of each Fiscal Quarter, and $100,000 with respect to the Inventory at wholesale, as such shrink reserve may be adjusted based on current trends, and subject to the reasonable business judgment of the Administrative Agent; 

(ii) Rent Reserve (an Availability Reserve): An amount equal to two (2) months’ rent for all of the Borrowers’
leased locations in each Landlord Lien State, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent; 

(iii) Customer Deposits Reserve (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer
Deposits; and 
 (iv) Customer Credit Liabilities Reserve (an Availability Reserve): An amount equal to fifty percent
(50%) of the Customer Credit Liabilities (except an amount equal to one hundred percent (100%) with respect to layaways), as reflected in the Borrowers’ books and records. 

(c) The Administrative Agent shall have the right, at any time and from time to time after the Closing Date in its discretion to establish,
modify or eliminate Reserves. 
 2.02 Borrowings, Conversions and Continuations of Committed Loans. 

(a) Committed Loans (other than Swing Line Loans) shall be either Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request subject
to and in accordance with this Section 2.02. All Swing Line Loans shall be only Base Rate Loans. Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same
time. 
 (b) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of LIBO Rate
Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must 

  
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be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBO Rate Loans or
of any conversion of LIBO Rate Loans to Base Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Lead Borrower pursuant to this Section 2.02(b) must be
confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Each Borrowing of, conversion to or continuation of LIBO Rate Loans
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Lead Borrower is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of LIBO Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal
amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with
respect thereto. If the Lead Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be
made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate Loans. If the Lead Borrower requests a
Borrowing of, conversion to, or continuation of LIBO Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary
herein, a Swing Line Loan may not be converted to a LIBO Rate Loan. 
 (c) Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(b). In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent
in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall use reasonable efforts to make all funds so received available to the Borrowers in like funds by no later
than 4:00 p.m. on the day of receipt by the Administrative Agent either by (i) crediting the account of the Lead Borrower on the books of Wells Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the
Lead Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided
above. 
 (d) The Administrative Agent, without the request of the Lead Borrower, may advance any interest, fee, service charge, Credit
Party Expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby. The
Administrative Agent shall advise the Lead Borrower of any such advance or charge promptly after the making thereof. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and the
Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the interest rate then and thereafter
applicable to Base Rate Loans. 

  
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 (e) Except as otherwise provided herein, a LIBO Rate Loan may be continued or converted only on
the last day of an Interest Period for such LIBO Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as LIBO Rate Loans without the Consent of the Required Lenders. 

(f) The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period
for LIBO Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Lead Borrower and the Lenders of any change in Wells Fargo’s prime rate used in
determining the Base Rate promptly following the public announcement of such change. 
 (g) After giving effect to all Committed Borrowings,
all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than 3 Interest Periods in effect with respect to LIBO Rate Loans. 

(h) The Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer shall have no obligation to make any Loan or to provide
any Letter of Credit if an Overadvance would result. The Administrative Agent may, in its discretion, make Permitted Overadvances without the consent of the Lenders, the Swing Line Lender and the L/C Issuer and each Lender shall be bound thereby.
Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Borrowers and shall constitute a Base Rate Loan and an Obligation and shall be repaid by the Borrowers in accordance with the provisions of
Section 2.05(c). The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted
Overadvances to remain outstanding. The making by the Administrative Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations
with respect to Letter of Credits or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Administrative Agent shall have no liability for, and no Loan Party or Credit Party
shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s). 

2.03 Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) the Administrative Agent, in reliance upon the agreements of the Lenders
set forth in this Section 2.03, shall endeavor to cause the L/C Issuer from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account
of the Borrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers
and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the lesser of the Aggregate Commitments or the Borrowing Base,
(y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Lead Borrower for the issuance
or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the 

  
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preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly
the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Any L/C Issuer (other than Wells Fargo or any of its Affiliates) shall notify the
Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such L/C Issuer. 
 (ii)
No Letter of Credit shall be issued if: 
 (A) subject to Section 2.03(b)(iii), the expiry date of such
requested Standby Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Commercial Letter of Credit would occur
more than 120 days after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either
such Letter of Credit is Cash Collateralized on or prior to the Letter of Credit Expiration Date or all the Lenders have approved such expiry date. 

(iii) No Letter of Credit shall be issued without the prior consent of the Administrative Agent if: 

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or
request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement
(for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in
good faith deems material to it; 
 (B) the issuance of such Letter of Credit would violate one or more policies of the L/C
Issuer applicable to letters of credit generally; 
 (C) except as otherwise agreed by the Administrative Agent and the L/C
Issuer, such Letter of Credit is in an initial Stated Amount less than $100,000, in the case of a Commercial Letter of Credit, or $500,000, in the case of a Standby Letter of Credit; 

(D) such Letter of Credit is to be denominated in a currency other than Dollars; provided that if the L/C Issuer, in
its discretion, issues a Letter of Credit denominated in a currency other than Dollars, all reimbursements by the Borrowers of the honoring of any drawing under such Letter of Credit shall be paid in the currency in which such Letter of Credit was
denominated; 
 (E) such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any
drawing thereunder; or 

  
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 (F) a default of any Lender’s obligations to fund under
Section 2.03(c) exists or any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless the Administrative Agent or L/C Issuer has entered into satisfactory arrangements with the Borrowers or such Lender to
eliminate the L/C Issuer’s risk with respect to such Lender. 
 (iv) The Borrowers shall not permit any Letter of Credit to be amended
if (A) the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of
Credit. 
 (v) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with
Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to
such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 
 (b) Procedures for Issuance and
Amendment of Letters of Credit/Auto-Extension Letters of Credit. 
 (i) Each Letter of Credit shall be issued or amended, as the case
may be, upon the request of the Lead Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Such
Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such other date and time as the Administrative Agent and the L/C Issuer may agree in a particular
instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the Administrative Agent and the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the
name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other matters as the Administrative Agent or L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the Administrative Agent and the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and
(D) such other matters as the Administrative Agent or the L/C Issuer may require. Additionally, the Lead Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such
requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require. 

(ii) Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day
prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C
Issuer shall, on the requested date, endeavor to issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and
customary business practices. Immediately upon the issuance or amendment of each Letter of 

  
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Credit, each Lender shall be deemed to (without any further action), and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer, without recourse or warranty, a risk
participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit. Upon any change in the Commitments under this Agreement, it is hereby agreed that
with respect to all L/C Obligations, there shall be an automatic adjustment to the participations hereby created to reflect the new Applicable Percentages of the assigning and assignee Lenders. 

(iii) If the Lead Borrower so requests in any applicable Letter of Credit Application, the Administrative Agent may, in its sole and absolute
discretion, endeavor to cause the L/C Issuer to issue a Standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit
must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the
“Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by the Administrative Agent or the L/C Issuer, the Lead Borrower shall
not be required to make a specific request to the Administrative Agent or the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C
Issuer to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Administrative Agent shall instruct the L/C Issuer not to
permit any such extension if (A) the Administrative Agent has determined that it would not be permitted, or would have no obligation, at such time to endeavor to cause the L/C Issuer to issue such Standby Letter of Credit in its revised form
(as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) the L/C Issuer has received notice (which may be by telephone or in writing) on or before
the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Lead
Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. 

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or
to the beneficiary thereof, the L/C Issuer will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Administrative
Agent shall notify the Lead Borrower thereof; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the L/C Issuer and the Lenders with respect to
any such payment. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing. If the Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the
“Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrowers shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in
an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate


  
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Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant
to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the
account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so
received to the L/C Issuer. 
 (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base
Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is
not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this
Section 2.03. 
 (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer. 

(v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may
have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Lead Borrower of
a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with
interest as provided herein. 
 (vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection
with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant
L/C Borrowing, as the case may be. A 

  
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certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

 (d) Repayment of Participations. 

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C
Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly
from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. 

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate
from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(e) Obligations Absolute. The obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit and
to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; 

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers or any Subsidiary may have at any time
against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 
 (iii) any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in
the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 
 (iv) any payment by the
L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting
to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in
connection with any proceeding under any Debtor Relief Law; 

  
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 (v) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any of their Subsidiaries; or 

(vi) the fact that any Event of Default shall have occurred and be continuing. 

The Lead Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event
of any claim of noncompliance with the Lead Borrower’s instructions or other irregularity, the Lead Borrower will immediately notify the Administrative Agent and the L/C Issuer. The Borrowers shall be conclusively deemed to have waived any such
claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid. 
 (f) Role of L/C Issuer. Each Lender
and the Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit)
or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to
any Letter of Credit or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers hereby
assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’
pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant
or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the
Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or information to the contrary (or the L/C Issuer may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such
Letter of Credit), and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 
 (g) Cash Collateral. Upon the request
of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing that remains outstanding, or (ii) if, as of the Letter of
Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth
certain additional requirements to deliver Cash Collateral hereunder. For purposes of 

  
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this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to 105% of the Outstanding Amount of all L/C Obligations, pursuant to documentation in form and
substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby Consented to by the Lenders). The Borrowers hereby grant to the Collateral Agent a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Wells Fargo. If at any time the Administrative Agent determines that any funds held as Cash Collateral are
subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the
Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as
Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent
permitted under applicable Laws, to reimburse the L/C Issuer and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations. 

(h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Lead Borrower when a Letter of Credit is
issued, (i) the rules of the ISP shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time
of issuance shall apply to each Commercial Letter of Credit. 
 (i) Letter of Credit Fees. The Borrowers shall pay to the
Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily Stated
Amount under each such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit). For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of the Letter of
Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first day after the end of each month commencing with the first such date to occur after the issuance of such
Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (ii) computed on a monthly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under
of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate as provided in Section 2.12(b) hereof. 
 (j)
Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrowers shall pay to the Administrative Agent, for the account of the L/C Issuer, a fronting fee (the “Fronting Fee”) (i) with respect to
each Commercial Letter of Credit, at a rate equal to 0.125% per annum, computed on the amount of such Letter of Credit, and payable upon the issuance or amendment thereof, and (ii) with respect to each Standby Letter of Credit, at a rate
equal to 0.125% per annum, computed on the daily amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears. Such Fronting Fees shall be due and payable on the tenth Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of the Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrowers shall pay to the Administrative Agent, for the account of the L/C Issuer, the customary
issuance, presentation, amendment 

  
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and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges
are due and payable on demand and are nonrefundable. 
 (k) Conflict with Issuer Documents. In the event of any conflict between the
terms hereof and the terms of any Issuer Document, the terms hereof shall control. 
 2.04 Swing Line Loans. 

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in reliance upon the agreements of
the other Lenders set forth in this Section 2.04, make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to
exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender
acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the lesser of (A) the
Aggregate Commitments, or (B) the Borrowing Base, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C
Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and provided, further, that the Borrowers
shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and provided further that the Swing Line Lender shall not be obligated to make any Swing Line Loan at any time when any Lender is at such time a
Defaulting Lender or Deteriorating Lender hereunder, unless the Swing Line Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender. Within the
foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall
bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in
such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Administrative Agent” as
used in Article IX included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender. 

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line
Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the
amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line
Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received notice (by 

  
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telephone or in writing) from the Administrative Agent at the request of the Required Lenders prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line
Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not
then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers
at its office by crediting the account of the Lead Borrower on the books of the Swing Line Lender in immediately available funds. 
 (c)
Refinancing of Swing Line Loans. 
 (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf
of the Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on their behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and
multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Lead
Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice
available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject
to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant
Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. 

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be
paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of
the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection
with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant
Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

  
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 (iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which
such Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any
of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein. 

(d) Repayment of Participations. 

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any
payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such
Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender. 
 (ii) If any payment received
by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such
amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Agreement. 
 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any
Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender. 
 (f)
Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. 

2.05 Prepayments. 

(a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time
voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of
prepayment of LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any
prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will 

  
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promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the
Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid,
together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. 

(b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at
any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00
p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such
prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 

(c) If for any reason the Total Outstandings at any time exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in
effect, the Borrowers shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that
the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the lesser of the Aggregate Commitments or the
Borrowing Base, each as then in effect. 
 (d) The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance
with the provisions of Section 6.13 hereof. 
 (e) The Borrowers shall prepay the Loans and Cash Collateralize the L/C
Obligations in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event. 
 (f) Prepayments made
pursuant to Section 2.05(c), (d) and (e) above, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third,
shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash
Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral
shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. 

2.06 Termination or Reduction of Commitments 

(a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the
Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole


  
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multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would
exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. 

(b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds
the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. 

(c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line
Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees
(including, without limitation, commitment fees, Early Termination Fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid
on the effective date of such termination. 
 2.07 Repayment of Loans. 

(a) The Borrower shall repay to the Lenders on the Termination Date the aggregate principal amount of Committed Loans outstanding on such
date. 
 (b) To the extent not previously paid, the Borrower shall repay the outstanding balance of the Swing Line Loans on the Termination
Date. 
 2.08 Interest. 

(a) Subject to the provisions of Section 2.08(b) below, (i) each LIBO Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the LIBO Rate for such Interest Period plus the Applicable Margin; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Base Rate plus the Applicable Margin. 
 (b) If any amount payable under any Loan Document is not
paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws. 
 (i) If any other Event of Default exists, then the Administrative Agent may, and upon
the request of the Required Lenders shall, notify the Lead Borrower that all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate and thereafter such Obligations shall
bear interest at the Default Rate to the fullest extent permitted by applicable Laws. 

  
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 (ii) Accrued and unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any
Debtor Relief Law. 
 2.09 Fees. In addition to certain fees described in subsections (i) and (j) of
Section 2.03: 
 (a) Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account
of each Lender in accordance with its Applicable Percentage, a commitment fee equal to 0.375% times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Loans and (ii) the
Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable
monthly in arrears on the first day after the end of each month, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears. 

(b) Early Termination Fee. 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 one percent (1.0%) of the Commitments then in effect (without regard to any termination thereof) or of the amount of any reduction in the Aggregate
Commitments, as applicable, if the Termination Date or reduction shall occur at any time on or before November 28, 2011. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early
termination of this Agreement or any portion of the Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the
Lenders on account thereof. 
 (c) Other Fees. The Borrower shall pay to the Administrative Agent for its own account
fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

2.10 Computation of Interest and Fees All computations of interest and fees shall be made on the basis of a 360-day year and actual
days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall, subject to Section 2.12, bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent
manifest error. 
 2.11 Evidence of Debt. 

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by the Administrative Agent
(the “Loan Account”) in the ordinary course of business. In addition, each Lender may record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment
and prepayment of principal of any such Loan, and each payment of interest, fees and other amounts due in connection 

  
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with the Obligations due to such Lender. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing
with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. Upon
receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same
principal amount thereof and otherwise of like tenor. 
 (b) In addition to the accounts and records referred to in
Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line
Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in
the absence of manifest error. 
 2.12 Payments Generally; Administrative Agent’s Clawback. 

(a) General. All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m., at the option of the Administrative Agent, shall be deemed received
on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day,
and such extension of time shall be reflected in computing interest or fees, as the case may be. 
 (b) Funding by Lenders; Presumption
by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBO Rate Loans (or in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date
of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.02 (or in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make
available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to
pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date 

  
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such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative processing or similar fees customarily charged by the Administrative Agent in connection
with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent,
then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to
make such payment to the Administrative Agent. 
 (i) Payments by Borrowers; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Lead Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such
payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In
such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or
the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 
 A notice of
the Administrative Agent to any Lender or the Lead Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article
IV are not satisfied or waived in accordance with the terms hereof (subject to the provisions of the last paragraph of Section 4.02 hereof), the Administrative Agent shall return such funds (in like funds as received from such
Lender) to such Lender, without interest. 
 (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such
participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of
any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c). 

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or
manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

  
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 2.13 Sharing of Payments by Lenders. If any Credit Party shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal of, interest on, or other amounts with respect to, any of the Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of
such Obligations greater than its pro rata share thereof as provided herein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Credit Party receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Obligations of the other Credit Parties, or make such other adjustments as shall be equitable, so that the benefit of
all such payments shall be shared by the Credit Parties ratably and in the priorities set forth in Section 8.03, provided that: 

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Loan Parties pursuant
to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or
Swing Line Loans to any assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section shall apply). 

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such
participation. 
 2.14 Settlement Amongst Lenders 

(a) The amount of each Lender’s Applicable Percentage of outstanding Loans (including outstanding Swing Line Loans), shall be computed
weekly (or more frequently in the Administrative Agent’s discretion) and shall be adjusted upward or downward based on all Loans (including Swing Line Loans) and repayments of Loans (including Swing Line Loans) received by the Administrative
Agent as of 3:00 p.m. on the first Business Day (such date, the “Settlement Date”) following the end of the period specified by the Administrative Agent. 

(b) The Administrative Agent shall deliver to each of the Lenders promptly after a Settlement Date a summary statement of the amount of
outstanding Committed Loans and Swing Line Loans for the period and the amount of repayments received for the period. As reflected on the summary statement, (i) the Administrative Agent shall transfer to each Lender its Applicable Percentage of
repayments, and (ii) each Lender shall transfer to the Administrative Agent (as provided below) or the Administrative Agent shall transfer to each Lender, such amounts as are necessary to insure that, after giving effect to all such transfers,
the amount of Committed Loans made by each Lender shall be equal to such Lender’s Applicable Percentage of all Committed Loans outstanding as of such Settlement Date. If the summary statement requires transfers to be made to the Administrative
Agent by the Lenders and is received prior to 1:00 p.m. on a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m. that day; and, if received after 1:00 p.m., then no later than 3:00 p.m. on the next
Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by the Administrative Agent. If and to the extent any Lender shall not have so made its transfer to the
Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from such date 

  
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until the date such amount is paid to the Administrative Agent, equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in connection with the foregoing. 

2.15 Increase in Commitments. 

(a) Request for Increase. Provided no Default then exists or would arise therefrom, upon notice to the Administrative Agent (which
shall promptly notify the Lenders), the Lead Borrower may from time to time, request increases in the Aggregate Commitments by a total amount not exceeding $25,000,000. At the time of sending such notice, the Lead Borrower (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). 

(b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its
Commitment. 
 (c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Lead Borrower
and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals
shall not be unreasonably withheld), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with
the Lead Borrower, will use its reasonable efforts to arrange for other Eligible Assignees to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Aggregate Commitments requested by the Lead
Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to become Lenders), provided, however, that without the consent of the Administrative Agent, at no time shall the
Commitment of any additional Lender (the “Additional Commitment Lender”) be less than $5,000,000. 
 (d) Effective Date
and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Lead Borrower shall determine the effective date (the “Increase Effective Date”) and the final
allocation of such increase. The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and on the Effective Date (i) the Aggregate Commitments
under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, and (ii) Schedule 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and
Applicable Percentages of the Lenders. 
 (e) Conditions to Effectiveness of Increase. As a condition precedent to such increase,
(i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party
(A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (1) the
representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that (x) such representations and warranties specifically refer to an
earlier date, in which case they are true 

  
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and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (y) changes expressly contemplated by this Agreement and the other
Loan Documents, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require;
(iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to
the Administrative Agent as the Lead Borrower and the Administrative Agent may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the
Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and
agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. 
 (f) Conflicting
Provisions. This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. 
 ARTICLE III

 TAXES, YIELD PROTECTION AND ILLEGALITY; 

APPOINTMENT OF LEAD BORROWER 

3.01 Taxes. 
 (a)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or
Other Taxes, provided that if the Borrowers shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 

(b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, the Borrowers shall timely
pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
 (c) Indemnification by the Loan
Parties. The Loan Parties shall indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Lead Borrower by
a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. 

  
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 (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrowers to a Governmental Authority, the Lead Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (e) Status of
Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with
respect to payments hereunder or under any other Loan Document shall deliver to the Lead Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Lead Borrower or the
Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. Such delivery shall be provided on the Closing
Date and on or before such documentation expires or becomes obsolete or after the occurrence of an event requiring a change in the documentation most recently delivered. In addition, any Lender, if requested by the Lead Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Lead Borrower or the Administrative Agent as will enable the Lead Borrower or the Administrative Agent to determine whether or
not such Lender is subject to backup withholding or information reporting requirements. 
 Without limiting the generality of the foregoing,
in the event that any Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the
date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Lead Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of
the following is applicable: 
 (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for
benefits of an income tax treaty to which the United States is a party, 
 (ii) duly completed copies of Internal Revenue
Service Form W-8ECI, 
 (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest
under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers
within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, 

(iv) to the extent a Recipient is not a U.S. person within the meaning of Section 7701(a)(30) and is not the beneficial
owner of payments made under this Agreement or any Loan Document (for example, where such Recipient is a non-U.S. partnership), (A) an IRS Form W-8IMY on behalf of itself and (B) the relevant forms prescribed in clauses (i), (ii), (iii),
(v) and (vi) of this Section 3.01(e) that would be required of each such beneficial owner if such beneficial owner were a Recipient, or 

(v) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal
withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Lead Borrower to determine the withholding or deduction required to be made. 

  
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 (f) Transfer of Obligations. Notwithstanding anything to the contrary contained herein or
in any Loan Document, if a Lender sells, assigns, grants a participation in or otherwise transfers all or part of the Obligations of the Loan Parties to such Lender, such Lender agrees to notify the Administrative Agent of the percentage amount in
which it is no longer the beneficial owner of Obligations of the Loan Parties to such Lender. To the extent of such percentage amount, the Administrative Agent and the Borrower will treat such Lender’s documentation provided pursuant to
subsection (e) of this Section 3.01 as no longer valid. Neither the Borrower nor any other Loan Party shall make any greater payments pursuant to this Section 3.01 as a consequence of (i) such sale, assignment, participation or
transfer or (ii) any change by a Lender of its designated lending branch. 
 (g) Treatment of Certain Refunds. If the
Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid
additional amounts pursuant to this Section, it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section with respect to the Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund), provided that the Borrowers, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This
subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that
it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBO Rate Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or
continue LIBO Rate Loans or to convert Base Rate Loans to LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans. Upon any such prepayment or conversion, the Borrowers
shall also pay accrued interest on the amount so prepaid or converted. 
 3.03 Inability to Determine Rates. If the Required Lenders
determine that for any reason in connection with any request for a LIBO Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and
Interest Period of such LIBO Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan , or (c) the LIBO Rate for any requested
Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the
obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the 

  
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instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO
Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. 

3.04 Increased Costs; Reserves on LIBO Rate Loans. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBO Rate) or the L/C Issuer; 

(ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any LIBO Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Taxes imposed by way of withholding or deduction,
Indemnified Taxes or Other Taxes and amounts relating to the foregoing which shall be governed solely and exclusively by Section 3.01, and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the
L/C Issuer); or 
 (iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or
expense affecting this Agreement or LIBO Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining any LIBO Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as
the case may be, for such additional costs incurred or reduction suffered. 
 (b) Capital Requirements. If any Lender or the L/C
Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect
of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the
Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then
from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any
such reduction suffered. 

  
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 (c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting
forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Lead Borrower shall be conclusive
absent manifest error. The Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to
the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Lead Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 
 (e) Reserves on LIBO Rate
Loans. The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each LIBO Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be
conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Lead Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such
additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice. 

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers
shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any LIBO Rate Loan on a day other than the last day of the Interest
Period for such LIBO Rate Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 
 (b) any
failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any LIBO Rate Loan on the date or in the amount notified by the Lead Borrower; or 

(c) any assignment of a LIBO Rate Loan on a day other than the last day of the Interest Period therefor as a result of a
request by the Lead Borrower pursuant to Section 10.13; 
 including any reasonably calculable loss of anticipated profits and any actual loss
or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees
charged by such Lender in connection with the foregoing, provided such administrative charges are associated with the foregoing but not 

  
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duplicative of the compensation for such loss, cost or expense otherwise described in this Section 3.05. 

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed
to have funded each LIBO Rate Loan made by it at the LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBO Rate Loan was in fact
so funded. 
 3.06 Mitigation Obligations; Replacement of Lenders.  

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrowers are
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use
reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment. 
 (b) Replacement of Lenders. If any Lender requests compensation
under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers may replace such Lender in
accordance with Section 10.13. 
 3.07 Survival. All of the Borrowers’ obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder. 
 3.08 Designation of Lead
Borrower as Borrowers’ Agent. 
 (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such
Borrower’s agent to obtain Credit Extensions, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to each
Credit Party on account of Credit Extensions so made as if made directly by the applicable Credit Party to such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records of the Lead Borrower and of
any other Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other
Loan Documents. 
 (b) Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise
could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of
each of the other Borrowers. 
 (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”)
on whose behalf the Lead Borrower has requested a Credit Extension. Neither the 

  
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 Administrative Agent nor any other Credit Party shall have any obligation to see to the application of such
proceeds therefrom. 
 ARTICLE IV 

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

4.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent: 
 (a) The Administrative Agent’s receipt of
the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent:

 (i) executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender
and the Lead Borrower; 
 (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; 

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible
Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and
(B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party;

 (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the
Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; 

(v) a favorable opinion of Lindquist & Vennum PLLP, counsel to the Loan Parties, addressed to the Administrative Agent
and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; 

(vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in
Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since January 31, 2010 that has had or could be reasonably expected to have, either individually or in the aggregate, a
Material Adverse Effect, (C) to the Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are required in connection
with the execution, delivery 

  
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and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been
obtained and are in full force and effect; 
 (vii) 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; 

(viii) a payoff letter from the agent for the lenders under the Existing Credit Agreement satisfactory in form and substance to
the Administrative Agent evidencing that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing
Credit Agreement have been or concurrently with the Closing Date are being released; 
 (ix) the Security Documents
(including, without limitation, the Mortgages, to the extent that Eligible Real Estate is included in the Borrowing Base as of the Closing Date) and certificates evidencing any stock being pledged thereunder, together with undated stock powers
executed in blank, each duly executed by the applicable Loan Parties, subject to acceptable temporary escrow of certificates pending payment in full of obligations under the Existing Credit Agreement; 

(x) all other Loan Documents, each duly executed by the applicable Loan Parties; 

(xi) (A) appraisals (based on net liquidation value) by a third party appraiser acceptable to the Collateral Agent of all
Inventory of the Borrowers, the results of which are satisfactory to the Collateral Agent and (B) a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be satisfactory to the Collateral
Agent; 
 (xii) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as
of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of
any Mortgages, and releases or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such
termination statements and releases, satisfactions and discharges have been made; 
 (xiii) (A) all documents and
instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the
Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required
pursuant to Section 6.13 hereof, (C) control agreements with respect to the Loan Parties’ securities and investment accounts, and (D) Collateral Access Agreements as required by the Collateral Agent; 

  
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 (xiv) complete and correct copies of the Sponsor Note and the Trade Credit
Documents, including Confirmation of Subordination Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith); 

(xv) to the extent that Eligible Real Estate is included in the Borrowing Base as of the Closing Date: 

(A) evidence that all other actions that the Collateral Agent may deem necessary or desirable in order to create valid first
and subsisting Liens on the property described in the Mortgages has been taken; 
 (B) an appraisal of each of the
properties described in the Mortgages complying with the requirements of FIRREA by a third party appraiser acceptable to the Collateral Agent and otherwise in form and substance satisfactory to the Collateral Agent; 

(C) flood certificates with respect to each of the properties described in the Mortgages certifying that such properties are
not in a flood zone otherwise the Administrative Agent shall be named as loss payee and additional insured on flood insurance reasonably acceptable to the Administrative Agent with respect to such properties; and 

(xvi) such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. 

(b) After giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in
connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued at, or immediately subsequent to, such establishment, Availability shall be not less than $11,000,000. 

(c) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the period
ended as of May 22, 2010, and executed by a Responsible Officer of the Lead Borrower. 
 (d) The Administrative Agent
shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the most recent financial
information delivered to the Administrative Agent. 
 (e) The Administrative Agent shall be reasonably satisfied that the
Real Estate Eligibility Conditions have been satisfied to the extent that Eligible Real Estate is included in the Borrowing Base as of the Closing Date. 

(f) The Administrative Agent shall have received and be satisfied with (i) a detailed forecast for the period commencing
on the Closing Date and ending January 29, 2011, which shall include an Availability model, Consolidated income statement, balance sheet, and statement of cash flow, by month, each prepared in conformity with GAAP and consistent with the Loan
Parties’ then current practices and (b) such other information (financial or otherwise) reasonably requested by the Administrative Agent. 

  
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 (g) There shall not be pending any litigation or other proceeding, the result of
which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 (h) There
shall not have occurred any default of any Material Contract of any Loan Party. 
 (i) The consummation of the transactions
contemplated hereby shall not violate any Applicable Law or any Organization Document. 
 (j) All fees required to be paid to
the Lenders on or before the Closing Date shall have been paid in full. 
 (k) The Borrowers shall have paid all fees,
charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees,
charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). 

(l) The Administrative Agent shall have received all documentation and other information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. 

(m) No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have
occurred prior to the Closing Date. 
 (n) There shall not have occurred any disruption or material adverse change in the
United States financial or capital markets in general that has had, in the reasonable opinion of the Administrative Agent, a material adverse effect on the market for loan syndications or adversely affecting the syndication of the Loans. 

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a
Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: 

(a) The representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which
are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties


  
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contained in subsections (a), (b) and (e) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (d),
respectively, of Section 6.01. 
 (b) No Default shall exist, or would result from such proposed Credit Extension
or from the application of the proceeds thereof. 
 (c) The Administrative Agent and, if applicable, the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the requirements hereof. 
 (d) No event or
circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred. 
 (e) No
Overadvance shall result from such Credit Extension. 
 Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion
of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and
(b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct
the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by
the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent, provided, however, the making of any such Loans or the issuance of any
Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply. 

ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

To induce the Credit Parties to enter into this Agreement and to make Loans and to issue Letters of Credit hereunder, each Loan Party
represents and warrants to the Administrative Agent and the other Credit Parties that: 
 5.01 Existence, Qualification and Power.
Each Loan Party and each Subsidiary thereof (a) is a corporation, limited liability company, partnership or limited partnership, duly incorporated, organized or formed, validly existing and, where applicable, in good standing under the Laws of
the jurisdiction of its incorporation, organization, or formation (b) has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals to (i) own or lease its assets and carry
on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, where applicable, in good standing under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect. Schedule 5.01 annexed hereto sets forth, as of the Closing Date, each Loan Party’s name as it appears in official filings in its state of incorporation or organization, its state of
incorporation or organization, organization type, organization number, if any, issued by its state of incorporation or organization, and its federal employer identification number. 

  
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 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s
Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) 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 (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property
is subject; (c) 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 (d) violate any Law. 

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for
(a) the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof) or (b) such as have been obtained or made and are in full force and effect. 

5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto
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. 
 5.05 Financial Statements; No Material Adverse Effect. 

(a) The Audited Financial Statements to be provided on or before July 1, 2010, will (i) be prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for
the period covered thereby; and (iii) show all Material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

 (b) The unaudited Consolidated and consolidating balance sheet of the Parent and its Subsidiaries dated May 1, 2010, and the related
Consolidated and consolidating statements of income or operations, Shareholders’ Equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case
of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all Material Indebtedness of the Loan Parties and their Consolidated Subsidiaries as of the date of such financial
statements, including liabilities for taxes, material commitments and Material Indebtedness. 
 (c) Since January 31, 2010, there has
been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 

Intentionally Omitted. 

  
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 The Consolidated and consolidating forecasted balance sheet and statements of income and cash
flows of the Parent and its Subsidiaries delivered pursuant to Section 6.01(d) will be prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of
delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance. 

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after
due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or against any of its properties or revenues that
(a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate, if
determined adversely, could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on any Loan Party or any Subsidiary thereof, of the matters described on Schedule
5.06. 
 5.07 No Default. Except as disclosed on Schedule 5.07, no Loan Party or any Subsidiary is in default under or
with respect to any Material Contract or any Material Indebtedness. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. 

5.08 Ownership of Property; Liens 

(a) Each of the Loan Parties and each Subsidiary thereof has good record and marketable title in fee simple to or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of its business, free and clear of all Liens, other than Permitted Encumbrances. Each of the Loan Parties and each Subsidiary has good and marketable title to, valid leasehold interests
in, or valid licenses to use all personal property and assets material to the ordinary conduct of its business. 
 (b) Schedule
5.08(b)(1) sets forth the address (including street address, county and state) of all Real Estate that is owned by the Loan Parties, together with a list of the holders of any mortgage or other Lien thereon as of the Closing Date. Schedule
5.08(b)(2) sets forth the address (including street address, county and state) of all Leases of the Loan Parties, together with a list of the lessor and its contact information with respect to each such Lease as of the Closing Date. Each of such
Leases is in full force and effect and the Loan Parties are not in default of the terms thereof. 
 (c) Schedule 7.01 sets forth a
complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or
assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Permitted Encumbrances. 

(d) Schedule 7.02 sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party
on the Closing Date, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof. 
 (e) Schedule 7.03
sets forth a complete and accurate list of all Indebtedness of each Loan Party or any Subsidiary of a Loan Party on the Closing Date, showing as of the date hereof the amount, obligor or issuer and maturity thereof. 

5.09 Environmental Compliance 

  
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 (a) Except as specifically disclosed in Schedule 5.09, no Loan Party or any Subsidiary
thereof (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental Liability or (iv) to the Knowledge of the Senior Executive Officers, is aware of any basis for any Environmental Liability, except, in each case, as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (b) Except as otherwise set forth in
Schedule 5.09, (i) none of the properties currently or formerly owned or currently operated by any Loan Party or any Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or
local list; (ii) there are no underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently
owned by any Loan Party or any Subsidiary thereof; (iii) to the Knowledge of the Senior Executive Officers, there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or Subsidiary
thereof; and (iv) Hazardous Materials have not been unlawfully released, discharged or disposed of by any Loan Party or Subsidiary thereof on any property currently or formerly owned or operated by any Loan Party or any Subsidiary thereof. 

(c) Except as otherwise set forth on Schedule 5,09, no Loan Party or any Subsidiary thereof is undertaking, and no Loan Party or any
Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of
Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored
at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any
Subsidiary thereof. 
 5.10 Insurance. The properties of the Loan Parties and their Subsidiaries are insured with insurance companies
which are financially sound and reputable to the actual knowledge of the Senior Executive Officers and which are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks (including, without limitation,
workmen’s compensation, public liability, business interruption and property damage insurance) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Loan Parties or the
applicable Subsidiary operates. Schedule 5.10 sets forth a description of all insurance maintained by or on behalf of the Loan Parties as of the Closing Date. Each insurance policy listed on Schedule 5.10 is in full force and effect
and all premiums in respect thereof that are due and payable have been paid. 
 5.11 Taxes. The Loan Parties and their Subsidiaries
have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those relating to Allowed Priority Tax Claims (as defined in the Plan of Reorganization) which will be paid pursuant to the Plan of Reorganization, and those which are being contested in
good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP, as to which Taxes no Lien (other than Permitted Encumbrances) has been filed and which contest effectively
suspends the collection of the contested obligation and the enforcement of any Lien securing such obligation. None of the Loan Parties or any of their Subsidiaries has received written notice of a proposed tax assessment against any such Loan Party
or Subsidiary that would, if made, have a Material Adverse Effect. No Loan Party or any Subsidiary thereof is a party to any tax sharing agreement. 

  
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 5.12 ERISA Compliance. 

(a) Each Plan is in substantial compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or
state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code or sponsor of such plan has received a favorable determination, opinion or advisory letter from the IRS or an application for such a letter is currently being
processed by the IRS with respect thereto and, to the best knowledge of the Lead Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Loan Parties and each ERISA Affiliate have made all required
contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. No Lien imposed
under the Code or ERISA exists to the Knowledge of the Lead Borrower or is likely to arise on account of any Plan. 
 (b) There are no
pending or, to the knowledge of the Lead Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no
prohibited transaction or, if applicable, violation of the ERISA fiduciary responsibility rules with respect to any Plan that has resulted or to the Knowledge of the Lead Borrower could reasonably be expected to result in a Material Adverse Effect.

 (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
(iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. 

5.13 Subsidiaries; Equity Interests. The Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of
Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly
issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those created under the Security
Documents. Except as set forth in Schedule 5.13, there are no outstanding rights to purchase any Equity Interests in any Subsidiary. The Loan Parties have no equity investments in any other corporation or entity other than those specifically
disclosed in Part(b) of Schedule 5.13. All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13
free and clear of all Liens except for those created under the Security Documents. The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of
each such document, each of which is valid and in full force and effect. 
 5.14 Margin Regulations; Investment Company Act; 

(a) No Loan Party is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. None of the proceeds of the Credit Extensions shall be used directly or indirectly for the purpose


  
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of purchasing or carrying any margin stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any margin stock or for any other purpose
that might cause any of the Credit Extensions to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB. 

(b) None of the Loan Parties, any Person Controlling any Loan Party, or any Subsidiary is or is required to be registered as an
“investment company” under the Investment Company Act of 1940. 
 5.15 Disclosure. Each Loan Party has disclosed to the
Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with
the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of
fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties
represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 
 5.16
Compliance with Laws. Each of the Loan Parties and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect. 
 5.17 Intellectual Property; Licenses,
Etc.The Loan Parties and their Subsidiaries own, or possess the right to use, all of the Intellectual Property, licenses, permits and other authorizations that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person. To the best knowledge of the Lead Borrower, no slogan or other advertising device, product, process, method, part or other material now employed, or now contemplated to be employed, by any Loan
Party or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 5.17, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Lead Borrower,
threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 5.18 Labor
Matters. 
 There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof
pending or, to the knowledge of any Loan Party, threatened. To the Knowledge of the Senior Executive Officers, the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable
federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Subsidiaries has incurred any liability or
obligation under the Worker Adjustment and Retraining Act or similar state Law. All payments due from any Loan Party and its Subsidiaries, or for which any claim may be made against any Loan Party or any of its Subsidiaries, on account of wages and
employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of 

  
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such Loan Party. Except as set forth on Schedule 5.18, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment
agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed
with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition. Except as set forth on Schedule 5.18, there are no complaints, unfair
labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any
Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries. The consummation of the
transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Subsidiaries is bound.

 5.19 Intentionally Omitted. 

5.20 Solvency 
 After
giving effect to the transactions contemplated by this Agreement, and before and after giving effect to each Credit Extension, 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. 
 5.21 Deposit Accounts; Credit Card Arrangements. 

(a) Annexed hereto as Schedule 5.21(a) is a list of all DDAs and Blocked Accounts maintained by the Loan Parties as of the Closing
Date, which Schedule includes, with respect to each DDA and each Blocked Account (i) the name and address of the depository; (ii) the account number(s) maintained with such depository; (iii) a contact person at such depository, and
(iv) the identification of each Blocked Account Bank. 
 (b) Annexed hereto as Schedule 5.21(b) is a list describing all
arrangements as of the Closing Date to which any Loan Party is a party with respect to the processing and/or payment to such Loan Party of the proceeds of any credit card charges for sales made by such Loan Party. 

5.22 Brokers. No broker or finder brought about the obtaining, making or closing of the Loans or transactions contemplated by the Loan
Documents, and no Loan Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith. 

5.23 Customer and Trade Relations. There exists no actual or, to the knowledge of any Loan Party, threatened, termination or
cancellation of, or any material adverse modification or change in the business relationship of any Loan Party with any supplier material to its operations. 

5.24 Material Contracts. Schedule 5.24 sets forth all Material Contracts to which any Loan Party is a party or is bound as of
the Closing Date. The Loan Parties have delivered true, correct and complete copies of such Material Contracts to the Administrative Agent on or before the date hereof. The Loan Parties are not in breach or in default in any material respect of or
under any Material Contract and have not received any notice of the intention of any other party thereto to terminate any Material Contract. 

  
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 5.25 Casualty. Neither the businesses nor the properties of any Loan Party or any of its
Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Loan Parties shall, and shall (except in the case of the
covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to: 
 6.01 Financial Statements.
Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent: 
 (a) as soon as
available, but in any event within 90 days after the end of each Fiscal Year of the Parent, a Consolidated and, if requested by Administrative Agent, consolidating balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Year,
and the related consolidated, and if so requested, consolidating statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal
Year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by (i) a report and unqualified opinion of a Registered Public Accounting Firm reasonably acceptable to the
Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception
as to the scope of such audit ,and such consolidating statements to be certified by a Responsible Officer of the Lead Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the
consolidated financial statements of the Parent and its Subsidiaries; 
 (b) as soon as available, but in any event within 45
days after the end of each of the Fiscal Quarters of each Fiscal Year of the Parent, a Consolidated and, if requested by Administrative Agent, consolidating balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Quarter, and
the related consolidated, and if so requested, consolidating statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Quarter and for the portion of the Parent’s Fiscal Year then ended, setting forth in each
case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Quarter of the previous Fiscal Year and (C) the corresponding
portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity
and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by a
Responsible Officer of the Lead Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Parent and its Subsidiaries; 

(c) as soon as available, but in any event within 30 days after the end of each of the Fiscal Months of each fiscal year of the
Parent, a consolidated and, if requested by Administrative 

  
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Agent, consolidating balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Month, and the related consolidated, and if so requested, consolidating statements of income or
operations, Shareholders’ Equity and cash flows for such Fiscal Month, and for the portion of the Parent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth in the
projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Month of the previous Fiscal Year and (C) the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated
statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal
Month in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by a Responsible Officer of the Lead Borrower to the effect that such statements are
fairly stated in all material respects when considered in relation to the consolidated financial statements of the Parent and its Subsidiaries; 

(d) as soon as available, but in any event no more than 30 days after the end of each Fiscal Year of the Parent, forecasts
prepared by management of the Lead Borrower, in form satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries on a monthly basis for the
immediately following Fiscal Year (including the fiscal year in which the Maturity Date occurs), and as soon as available, any significant revisions to such forecast with respect to such Fiscal Year. 

6.02 Certificates; Other Information. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent:

 (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate
of its Registered Public Accounting Firm certifying such financial statements; 
 (b) (i) concurrently with the delivery of
the financial statements referred to in Sections 6.01(a) and (b) and (c), a duly completed Compliance Certificate signed by a Responsible Officer of the Lead Borrower, and (ii) concurrently with the delivery of the financial
statements referred to in Sections 6.01(a) and (b) a copy of management’s discussion and analysis with respect to such financial statements; 

(c) on the 5th day of each Fiscal Month (or, if such day is not a Business
Day, on the next succeeding Business Day), a certificate in the form of Exhibit G (a “Borrowing Base Certificate”) showing the Borrowing Base as of the close of business as of the last day of the immediately preceding Fiscal
Month, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Lead Borrower; provided that at any time that an Accelerated Borrowing Base Delivery Event has occurred and is continuing, such
Borrowing Base Certificate shall be delivered on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday; 

(d) promptly upon receipt, copies of any detailed audit reports, management letters or recommendations submitted to the board
of directors (or the audit committee of the board of directors) of any Loan Party by its Registered Public Accounting Firm in connection with the accounts or books of the Loan Parties or any Subsidiary, or any audit of any of them, including,
without limitation, specifying any Internal Control Event; 

  
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 (e) The financial and collateral reports described on Schedule 6.02
hereto, at the times set forth in such Schedule; 
 (f) as soon as available, but in any event within 30 days after the end
of each fiscal year of the Loan Parties, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as the Administrative Agent, or
any Lender through the Administrative Agent, may reasonably specify; 
 (g) promptly after the Administrative Agent’s
request therefor, copies of all Material Contracts and documents evidencing Material Indebtedness; and 
 (h) promptly, such
additional information regarding the business affairs, financial condition or operations of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time
reasonably request. 
 Documents required to be delivered pursuant to Section 6.01(a), (b), or (c) or Section 6.02(d)
(to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such
documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Lead Borrower’s behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Lead Borrower shall deliver
paper copies of such documents to the Administrative Agent or any Lender that requests the Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Lead Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Lead Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative
Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request
for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 
 The Loan Parties
hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that
portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked 

  
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“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,”
the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and
proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the
Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” 

6.03 Notices. Promptly notify the Administrative Agent: 

(a) of the occurrence of any Default, to the Knowledge of a Senior Executive Officer; 

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including
(i) breach or non-performance of, or any default under, a Material Contract or with respect to Material Indebtedness of any Loan Party or any Subsidiary thereof; (ii) any dispute, litigation, investigation, proceeding or suspension between
any Loan Party or any Subsidiary thereof and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary thereof, including pursuant to any
applicable Environmental Laws; 
 (c) of the occurrence of any ERISA Event, to the Knowledge of a Senior Executive Officer;

 (d) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary
thereof; 
 (e) of any change in any Loan Party’s Senior Executive Officers; 

(f) of the discharge by any Loan Party of its present Registered Public Accounting Firm or any withdrawal or resignation by
such Registered Public Accounting Firm; 
 (g) of any collective bargaining agreement or other labor contract to which a Loan
Party becomes a party, or the application for the certification of a collective bargaining agent; 
 (h) of the filing of any
Lien for unpaid Taxes against any Loan Party, to the Knowledge of a Senior Executive Officer; 
 (i) of any casualty or other
insured damage to any material portion of the Collateral, to the Knowledge of a Senior Executive Officer, or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral under power of eminent
domain or by condemnation or similar proceeding or if any material portion of the Collateral is damaged or destroyed; and 

(j) of any transaction of the nature contained in ARTICLE VII hereof, occurring after the Closing Date, including,
without limitation, (i) the entry by a Loan Party into a Material 

  
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Contract, (ii) the incurrence by a Loan Party of Material Indebtedness, (iii) the voluntary or, to the actual knowledge of a Senior Executive Officer, involuntary grant of any Lien upon
any property of a Loan Party; or (iv) the making of any Investments by a Loan Party. 
 Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence referred to therein and stating what action the Lead Borrower has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including
(a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, (b) all lawful claims (including, without limitation, claims of landlords, warehousemen, customs brokers, and carriers) which, if
unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except, in each
case, where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such
contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation, (d) no Lien has been filed with respect thereto and (e) the failure to make payment pending such contest could not
reasonably be expected to result in a Material Adverse Effect. Nothing contained herein shall be deemed to limit the rights of the Agents with respect to determining Reserves pursuant to this Agreement. 

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing
under the Laws of the jurisdiction of its organization or formation except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses, including
all Federal firearm licenses, and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew
all of its Intellectual Property, except to the extent such Intellectual Property is no longer used or useful in the conduct of the business of the Loan Parties. 

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the
operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect. 
 6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance
companies reasonably acceptable to the Administrative Agent not Affiliates of the Loan Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or
similar business and operating in the same or similar locations or as is required by applicable Law, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and as are reasonably acceptable to
the Administrative Agent. 
 (a) Fire and extended coverage policies maintained with respect to any Collateral shall be endorsed or
otherwise amended to include, as the insurable interest of the Loan Parties, Collateral Agent, Administrative Agent or Credit Parties should appear, (i) a non-contributing mortgage clause (regarding improvements to real property) and
lenders’ loss payable clause (regarding personal property), in form and substance satisfactory to the Collateral Agent, which endorsements or amendments shall 

  
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provide that the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Collateral Agent, (ii) a provision to the effect that none of the
Loan Parties, Credit Parties or any other Person shall be a co-insurer and (iii) such other provisions as the Collateral Agent may reasonably require from time to time to protect the interests of the Credit Parties. Commercial general liability
policies shall be endorsed to name the Collateral Agent as an additional insured. Business interruption policies shall name the Collateral Agent as a loss payee and shall be endorsed or amended to include, as the insurable interest of the Loan
Parties, Collateral Agent, Administrative Agent or Credit Parties should appear, (1) a provision that, from and after the Closing Date, the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the
Collateral Agent, (2) a provision to the effect that none of the Loan Parties, the Administrative Agent, the Collateral Agent or any other party shall be a co-insurer and (3) such other provisions as
the Collateral Agent may reasonably require from time to time to protect the interests of the Credit Parties. Each such policy referred to in this Section 6.07(b) shall also provide that it shall not be canceled, modified or not renewed
(y) by reason of nonpayment of premium except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Collateral Agent (giving the Collateral Agent the right to cure defaults in the payment of premiums)
or (z) for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Collateral Agent. The Lead Borrower shall deliver to the Collateral Agent, prior to the cancellation,
modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Collateral Agent, including an insurance binder) together with evidence
satisfactory to the Collateral Agent of payment of the premium therefor. 
 (b) If at any time the area in which any Eligible Real Estate is
located is designated (i) a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount as is reasonable and customary
for companies engaged in the retail business, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time, or (ii) a “Zone 1” area, obtain
earthquake insurance in such total amount as is reasonable and customary for companies engaged in its business. 
 (c) None of the Credit
Parties, or their agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 6.07. Each Loan Party shall look solely to its insurance companies or any other
parties other than the Credit Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation against any Credit Party or its agents or employees. If, however, the insurance policies do not provide
waiver of subrogation rights against such parties, as required above, then the Loan Parties hereby agree, to the extent permitted by law, to waive their right of recovery, if any, against the Credit Parties and their agents and employees. The
designation of any form, type or amount of insurance coverage by the any Credit Party under this Section 6.07 shall in no event be deemed a representation, warranty or advice by such Credit Party that such insurance is adequate for the
purposes of the business of the Loan Parties or the protection of their properties. 
 (d) Maintain for themselves and their Subsidiaries, a
Directors and Officers insurance policy, and a “Blanket Crime” policy including employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, property, and computer fraud coverage with
responsible companies in such amounts as are customarily carried by business entities engaged in similar businesses similarly situated, and will upon request by the Administrative Agent furnish the Administrative Agent certificates evidencing
renewal of each such policy. 
 (e) Permit any representatives that are designated by the Collateral Agent to inspect the insurance policies
maintained by or on behalf of the Loan Parties and to inspect books and records 

  
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related thereto and any properties covered thereby. The Loan Parties shall pay the reasonable fees and expenses of any representatives retained by the Collateral Agent to conduct any such
inspection. 
 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves have been set aside and maintained by the Loan Parties in accordance with GAAP; (b) such contest effectively suspends enforcement of the contested Laws, and (c) the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect. 
 6.09 Books and Records; Accountants 

(a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be
made of all financial transactions and matters involving the assets and business of the Loan Parties or such Subsidiary, as the case may be; and (ii) maintain such books of record and account in material conformity with all applicable
requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties or such Subsidiary, as the case may be. 

(b) at all times retain a Registered Public Accounting Firm which is reasonably satisfactory to the Administrative Agent and shall instruct
such Registered Public Accounting Firm to cooperate with, and be available to, the Administrative Agent or its representatives to discuss the Loan Parties’ financial performance, financial condition, operating results, controls, and such other
matters, within the scope of the retention of such Registered Public Accounting Firm, as may be raised by the Administrative Agent. 

6.10 Inspection Rights 

(a) Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its
corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm, all at the expense of the Loan Parties
and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that when an Event of Default exists the Administrative Agent
(or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice. 

(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including
investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent to conduct appraisals, commercial finance examinations and other evaluations, including, without limitation, of (i) the Lead
Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan
Parties shall pay the fees and expenses of the Administrative Agent and such professionals with respect to such evaluations and appraisals. Without limiting the foregoing, the Loan Parties acknowledge that the Administrative Agent may, in its
discretion, undertake, at the Loan Parties’ expense, up to (X) two (2) inventory appraisals and two (2) commercial finance examinations in any Fiscal Year when Availability is at all times during such Fiscal Year greater than or
equal to 25% of the Loan Cap, and (Y) up to four (4) inventory appraisals and four (4) commercial finance examinations in any Fiscal Year when 

  
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Availability is at any time during such Fiscal Year less than 25% of the Loan Cap. Notwithstanding anything to the contrary contained herein, the Administrative Agent may cause additional
inventory appraisals and commercial finance examinations to be undertaken (x) as it in its discretion deems necessary or appropriate, at its own expense, or (y) at the expense of the Loan Parties, at any time required by applicable Law or
if a Default shall have occurred and be continuing. 
 (c) Permit the Administrative Agent, from time to time, engage a geohydrologist, an
independent engineer or other qualified consultant or expert, reasonably acceptable to the Administrative Agent, at the expense of the Loan Parties, to undertake Phase I environmental site assessments during the term of this Agreement of the
Eligible Real Estate, provided that such assessments may only be undertaken (i) during the continuance of an Event of Default. (ii) if a Loan Party receives any notice or obtains knowledge of (A) any potential or known release of any
Hazardous Materials at or from any Eligible Real Estate, notification of which must be given to any Governmental Authority under any Environmental Law, or notification of which has, in fact, been given to any Governmental Authority, or (B) any
complaint, order, citation or notice with regard to air emissions, water discharges, or any other environmental health or safety matter affecting any Loan Party or any Eligible Real Estate from any Person (including, without limitation, the
Environmental Protection Agency). Environmental assessments may include detailed visual inspections of the Real Estate, including, without limitation, any and all storage areas, storage tanks, drains, dry wells and leaching areas, and the taking of
soil samples, surface water samples and ground water samples, as well as such other investigations or analyses as are reasonably necessary for a determination of the compliance of the Real Estate and the use and operation thereof with all applicable
Environmental Laws. The Borrowers will, and will cause each of their Subsidiaries to, cooperate in all respects with the Administrative Agent and such third parties to enable such assessment and evaluation to be timely completed in a manner
reasonably satisfactory to the Administrative Agent. 
 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, in each case to the extent expressly permitted under applicable Law and the Loan Documents, and (d) to pay in full any obligations outstanding under the Existing Credit Agreement. 

6.12 Additional Loan Parties. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter
(and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility
Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a Lien to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative
Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such
Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such
Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.12 waive or be
deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or


  
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be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base. 

6.13 Cash Management. 

(a) On or prior to the Closing Date: 

(i) deliver to the Administrative Agent originals of notifications (each, a “DDA Notification”) substantially
in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party, which shall be delivered by the Administrative Agent to each depository institution listed on Schedule 5.21(a); 

(ii) deliver to the Administrative Agent originals of notifications (each, a “Credit Card Notification”)
substantially in the form attached hereto as Exhibit I which have been executed on behalf of such Loan Party, which shall be delivered by the Administrative Agent to such Loan Party’s credit card clearinghouses and processors listed on
Schedule 5.21(b); and 
 (iii) enter into a Blocked Account Agreement satisfactory in form and substance to the Agents
with each Blocked Account Bank (collectively, the “Blocked Accounts”). 
 (b) The Loan Parties shall ACH or wire transfer
no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA and all payments due from credit card processors. 

(c) Each Blocked Account Agreement shall require the ACH or wire transfer no less frequently than daily (and whether or not there are then any
outstanding Obligations) to the concentration account maintained by the Collateral Agent at Wells Fargo (the “Concentration Account”), of all cash receipts and collections, including, without limitation, the following: 

(i) all available cash receipts from the sale of Inventory and other assets (whether or not constituting Collateral); 

(ii) all proceeds of collections of Accounts; 

(iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account
of any sale or other transaction or event, including, without limitation, any Prepayment Event; 
 (iv) the then current
contents of each DDA (net of any minimum balance, not to exceed $2,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained); 

(v) the then current entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $2,500.00, as may
be required to be kept in the subject Blocked Account by the Blocked Account Bank); and 
 (vi) the proceeds of all credit
card charges. 
 (d) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. The Loan
Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the 

  
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Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this
Agreement. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by
such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into
the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. 
 (e) Upon
the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked
Account to ensure the proper transfer of funds as set forth above. 
 6.14 Information Regarding the Collateral. 

(a) Furnish to the Administrative Agent at least thirty (30) days prior written notice of any change in: (i) any Loan Party’s
name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties; (ii) the location of any Loan Party’s chief executive office, its principal place of business, any office in which it
maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility); (iii) any Loan Party’s organizational
structure or jurisdiction of incorporation or formation; or (iv) any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Loan Parties agree not to
effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal
and perfected first priority security interest in all the Collateral for its own benefit and the benefit of the other Credit Parties. 
 (b)
Should any of the information on any of the Schedules hereto become inaccurate or misleading in any material respect as a result of changes after the Closing Date, the Lead Borrower shall advise the Administrative Agent in writing of such revisions
or updates as may be necessary or appropriate to update or correct the same. From time to time as may be reasonably requested by the Administrative Agent, the Lead Borrower shall supplement each Schedule hereto, or any representation herein or in
any other Loan Document, with respect to any matter arising after the Closing Date that, if existing or occurring on the Closing Date, would have been required to be set forth or described in such Schedule or as an exception to such representation
or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made
therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall be deemed the Credit Parties’ consent to the matters reflected in such updated Schedules or revised representations nor permit the Loan
Parties to undertake any actions otherwise prohibited hereunder or fail to undertake any action required hereunder from the restrictions and requirements in existence prior to the delivery of such updated Schedules or such revision of a
representation; nor shall any such supplement or revision to any Schedule or representation be deemed the Credit Parties’ waiver of any Default resulting from the matters disclosed therein. 

6.15 Physical Inventories. 

(a) Cause cycle counts to be conducted consistent with current practices reasonably satisfactory to the Collateral Agent with results to be
shared with Collateral Agent and updated in the 

  
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stock ledger timely. If any Default or Event of Default exists, at the discretion of the Collateral Agent, and at Borrowers’ expense, the Borrowers shall conduct a full physical count of
Inventory. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Lead Borrower, within 15 days following the
completion of such inventory, shall provide the Collateral Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to the Loan
Parties’ stock ledgers and general ledgers, as applicable. 
 (b) Permit the Collateral Agent, in its discretion, if any Default or
Event of Default exists, to cause additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties). 

6.16 Environmental Laws. 

(a) Conduct its operations and keep and maintain its Real Estate in material compliance with all Environmental Laws; (b) obtain and renew
all environmental permits necessary for its operations and properties; and (c) implement any and all investigation, remediation, removal and response actions that are appropriate or necessary to maintain the value and marketability of the Real
Estate or to otherwise comply with Environmental Laws pertaining to the presence, generation, treatment, storage, use, disposal, transportation or release of any Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate,
provided, however, that neither a Loan Party nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and
by proper proceedings and adequate reserves have been set aside and are being maintained by the Loan Parties with respect to such circumstances in accordance with GAAP. 

6.17 Further Assurances. 

(a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the
filing and recording of financing statements and other documents), that may be required under any applicable Law, or which any Agent may request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or
perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Loan Parties also agree to provide to the Agents, from time to time upon request,
evidence satisfactory to the Agents as to the perfection and priority of the Liens created or intended to be created by the Security Documents. 

(b) If any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Security
Documents that become subject to the Lien of the Security Documents upon acquisition thereof), notify the Agents thereof, and the Loan Parties will cause such assets to be subjected to a Lien securing the Obligations and will take such actions as
shall be necessary or shall be requested by any Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section 6.13, all at the expense of the Loan Parties. In no event shall compliance with this
Section 6.13(b) waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.13(b) if such transaction was not otherwise expressly permitted by this Agreement or constitute
or be deemed to constitute Consent to the inclusion of any acquired assets in the computation of the Borrowing Base. 
 (c) Use, and cause
each of the Subsidiaries to use, their commercially reasonable efforts to obtain lease terms in any lease entered into by any Loan Party after the date hereof not expressly 

  
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prohibiting the recording in the relevant real estate filing office of an appropriate memorandum of lease and the encumbrancing of the leasehold interest of such Loan Party in the property that
is the subject of such lease. 
 (d) Upon the request of the Collateral Agent, cause each of its customs brokers to deliver an agreement to
the Collateral Agent covering such matters and in such form as the Collateral Agent may reasonably require, as required to protect Collateral Agent’s interest in the Eligible Inventory. 

(e) Upon the request of the Collateral Agent, request and use reasonable efforts to cause any of its landlords to deliver a Collateral Access
Agreement to the Collateral Agent in such form as the Collateral Agent may reasonably require, provided that in all events such Collateral Access Agreement shall be furnished for each of Borrowers’ distribution centers. 

6.18 Compliance with Terms of Leaseholds. Except as otherwise expressly permitted hereunder, make all payments and otherwise perform
all obligations in respect of all Leases of real property to which any Loan Party or any of its Subsidiaries is a party, keep such Leases in full force and effect and not allow such Leases to lapse or be terminated or any rights to renew such leases
to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such Leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so.

 6.19 Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by
it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request
of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract,
and cause each of its Subsidiaries to do so. 
 ARTICLE VII 

NEGATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly
or indirectly: 
 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property (excluding real property
other than the Eligible Real Property), assets or revenues, whether now owned or hereafter acquired or sign or file or suffer to exist under the UCC or any similar Law or statute of any jurisdiction a financing statement that names any Loan Party or
any Subsidiary thereof as debtor; sign or suffer to exist any security agreement authorizing any Person thereunder to file such financing statement; sell any of its property or assets subject to an understanding or agreement (contingent or
otherwise) to repurchase such property or assets with recourse to it or any of its Subsidiaries; or assign or otherwise transfer any accounts or other rights to receive income, other than, as to all of the above, Permitted Encumbrances. 

7.02 Investments. Make any Investments, except Permitted Investments. 

7.03 Indebtedness. (a) Create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any
Indebtedness, except Permitted Indebtedness or (b) issue Disqualified Stock. 

  
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 7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another
Person, (or agree to do any of the foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: 

(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be
the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the
continuing or surviving Person; 
 (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan
Party or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; 

(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any
other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and (ii) in the case of any such merger to
which any Loan Party is a party, such Loan Party is the surviving Person; and 
 (d) any CFC that is not a Loan Party may
merge into any CFC that is not a Loan Party. 
 7.05 Dispositions. Make any Disposition or enter into any agreement to make any
Disposition, except Permitted Dispositions. 
 7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would
result therefrom: 
 (a) each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party other than to the
Parent; 
 (b) the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable
solely in the common stock or other common Equity Interests of such Person; and 
 (c) the Loan Parties may issue and sell
Equity Interests provided that (i) (A) with respect to any Equity Interests, all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) shall be in additional shares of such Equity
Interests, in lieu of cash, (B) such Equity Interests shall not be subject to redemption other than redemption at the option of the Loan Party issuing such Equity Interests, and (C) all payments in respect of such Equity Interests are
expressly subordinated to the Obligations, and (ii) no Loan Party shall issue any additional Equity Interests in a Subsidiary. 

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 

  
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Permitted Indebtedness (other than Subordinated Debt), (b) certain intercompany loans and advances between Borrowers and Guarantor to the extent mutually agreed, 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) priority Sponsor Note payments due December 31, 2010 and March 31, 2011, not to exceed
$1,000,000 each, plus accrued interest, provided, that with respect to any Restricted Payment to be made pursuant to clause (f) the Borrower has satisfied the Sponsor Note Payment Conditions; (g) scheduled payments of interest and
principal with respect to Subordinated Debt commencing May 31, 2011, provided, that with respect to any Restricted Payment to be made pursuant to clause (g) the Borrower has satisfied the Scheduled Payment Conditions; (h) additional
voluntary payments with respect to Subordinated Debt commencing May 31, 2011, provided, that with respect to any Restricted Payment to be made pursuant to clause (h) the Borrower has satisfied the Additional Payment Conditions; and
(i) refinancings and refundings of such Indebtedness in compliance with Section 7.03. 
 7.08 Change in Nature of
Business 
 (a) In the case of the Parent, engage in any business or activity other than (i) the direct or indirect ownership of
all outstanding Equity Interests in the other Loan Parties, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies,
including the Loan Parties, (iv) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, and (v) activities incidental to the businesses or activities described in clauses
(a) through (iv) of this Section 7.08(a). 
 (b) In the case of each of the Loan Parties, engage in any line of
business substantially different from the business conducted by the Loan Parties and their Subsidiaries on the date hereof or any business substantially related or incidental thereto; provided, however, retail sales through e-commerce / internet
shall not be construed as a substantially different line of business. 
 7.09 Transactions with Affiliates. Enter into, renew, extend
or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan Parties or such Subsidiary as would
be obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to a transaction between or among
the Loan Parties. 
 7.10 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement
or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary
to Guarantee the Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the
Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under clauses (c) or (f) of the definition of
Permitted Indebtedness solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to
secure another obligation of such Person. 

  
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 7.11 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, (a) to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to
refund Indebtedness originally incurred for such purpose; or (b) for purposes other than those permitted under this Agreement. 

7.12 Amendment of Material Documents. 

Amend, modify or waive 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. 
 7.13 Fiscal Year. 

Change the Fiscal Year of any Loan Party, or the accounting policies or reporting practices of the Loan Parties, except as required by GAAP.

 7.14 Deposit Accounts; Credit Card Processors. 

Open new DDAs or Blocked Accounts unless the Loan Parties shall have delivered to the Administrative Agent appropriate DDA Notifications or
Blocked Account Agreements consistent with the provisions of Section 6.13 and otherwise satisfactory to the Administrative Agent. No Loan Party shall maintain any bank accounts or enter into any agreements with credit card processors
other than the ones expressly contemplated herein or in Section 6.13 hereof. 
 7.15 Excess Availability.  

Permit Excess Availability at any time to be less than ten percent (10%) of the Borrowing Base, or permit Availability at any time to be
less than Four Million Dollars ($4,000,000). 
 ARTICLE VIII 

EVENTS OF DEFAULT AND REMEDIES 

8.01 Events of Default. Any of the following shall constitute an Event of Default: 

(a) Non-Payment. The Borrowers or any other Loan Party fails to pay when and as required to be paid herein, (i) any
amount of principal of any Loan or any L/C Obligation, or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) any other amount
payable hereunder or under any other Loan Document; or 
 (b) Specific Covenants. (i) Any Loan Party fails to
perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12, 6.13, or 6.14 or Article VII; or 

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in
subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 15 days; or 

  
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 (d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith (including, without limitation, any
Borrowing Base Certificate) shall be incorrect or misleading in any material respect when made or deemed made; or 
 (e)
Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness
(including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), or (B) fails to observe or perform any other agreement or condition relating to any such
Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material
Indebtedness or the beneficiary or beneficiaries of any Guarantee thereof (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded
or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable
or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a
Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so
defined) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary as a result thereof is greater than $1,000,000; or 

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or consents to the institution of
any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or
for all or any material part of its property; or a proceeding shall be commenced or a petition filed, without the application or consent of such Person, seeking or requesting the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed and the appointment continues undischarged, undismissed or unstayed for 30 calendar days or an order or decree approving or ordering any of the foregoing shall be entered; or any proceeding
under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in
any such proceeding; or 
 (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof
becomes unable or admits in writing its inability or fails generally to pay its debts as they become due in the ordinary course of business, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against
all or any material part of the property of any such Person and is not released, vacated or fully bonded within 10 days after its issuance or levy; or 

(h) Judgments. Other than with respect to any judgment which may arise in connection with the litigation relating to the
Billings Lease, as described in item 13 of Schedule 5.06, there is entered against any Loan Party or any Subsidiary thereof (i) one or more judgments or orders for the payment of money in an aggregate amount (as to all such judgments and
orders) exceeding $1,000,000 (to the extent not covered by independent third-party insurance as to which 

  
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the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary judgments that
have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period
of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, is not in effect; or 

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or
could reasonably be expected to result in material liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC or which would reasonably likely result in a Material Adverse Effect, or (ii) a Loan
Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan or which would
reasonably likely result in a Material Adverse Effect; or 
 (j) Invalidity of Loan Documents. (i) Any material
provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any
Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or
purports to revoke, terminate or rescind any provision of any Loan Document or seeks to avoid, limit or otherwise adversely affect any Lien purported to be created under any Security Document; or (ii) any Lien purported to be created under any
Security Document shall cease to be, or shall be asserted by any Loan Party or any other Person not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document and which is not replaced with a
substantially similar Lien on such Collateral; or 
 (k) Change of Control. There occurs any Change of Control; or

 (l) Cessation of Business. Except as otherwise expressly permitted hereunder, any Loan Party shall take any action
to suspend the operation of its business in the ordinary course, liquidate all or a material portion of its assets or Store locations, or employ an agent or other third party to conduct a program of closings, liquidations or
“Going-Out-Of-Business” sales of any material portion of its business; or 
 (m) Loss of Collateral. There
occurs any uninsured loss to any material portion of the Collateral; or 
 (n) Breach of Contractual Obligation. Any
Loan Party or any Subsidiary thereof fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Contract or fails to observe or perform any other agreement
or condition relating to any such Material Contract or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the
counterparty to such Material Contract to terminate such Material Contract; or 

  
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 (o) Indictment. The indictment or institution of any legal process or
proceeding against, any Loan Party or any Subsidiary thereof, under any federal, state, municipal, and other criminal statute, rule, regulation, order, or other requirement having the force of law for a felony; 

(p) Guaranty. The termination or attempted termination of any Facility Guaranty except as expressly permitted hereunder
or under any other Loan Document; 
 (q) Subordination. (i) The subordination provisions of the documents
evidencing or governing any Subordinated Debt (the “Subordinated Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable
Subordinated Debt; or (ii) any Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the
Subordination Provisions exist for the benefit of the Credit Parties, or (C) that all payments of principal of or premium and interest on the applicable Subordinated Debt, or realized from the liquidation of any property of any Loan Party,
shall be subject to any of the Subordination Provisions. 
 8.02 Remedies Upon Event of Default. If any Event of Default occurs and
is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: 

(a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to
be terminated, whereupon such Commitments and obligation shall be terminated; 
 (b) declare the unpaid principal amount of
all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Loan Parties; 
 (c) require that the Loan Parties Cash Collateralize the L/C
Obligations; and 
 (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed
to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding,
whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration
or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; 
 provided, however, that
upon the entry of an order for relief with respect to any Loan Party or any Subsidiary thereof under any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 

  
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 No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall
be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. 

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be
applied by the Administrative Agent in the following order: 
 First, to payment of that portion of the Obligations
(excluding the Other Liabilities) constituting fees, indemnities, Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent and amounts payable under Article
III) payable to the Administrative Agent and the Collateral Agent, each in its capacity as such; 
 Second, to
payment of that portion of the Obligations (excluding the Other Liabilities) constituting indemnities, Credit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Lenders and the L/C Issuer (including fees,
charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; 

Third, to the extent not previously reimbursed by the Lenders, to payment to the Lenders of that portion of the
Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances, ratably among the Lenders in proportion to the amounts described in this clause Third payable to them; 

Fourth, to the extent that Swing Line Loans have not been refinanced by a Committed Loan, payment to the Swing Line
Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swing Line Loans; 
 Fifth,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans L/C Borrowings and other Obligations, and fees (including Letter of Credit Fees but excluding any Early Termination Fees), ratably among the Lenders
and the L/C Issuer in proportion to the respective amounts described in this clause Fifth payable to them; 

Sixth, to the extent that Swing Line Loans have not been refinanced by a Committed Loan, to payment to the Swing Line
Lender of that portion of the Obligations constituting unpaid principal of the Swing Line Loans; 
 Seventh, to
payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Seventh held by them; 

Eighth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit; 
 Ninth, to payment of all other
Obligations (including without limitation the cash collateralization of unliquidated indemnification obligations as provided in Section 10.04(g), but 

  
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excluding any Other Liabilities), ratably among the Credit Parties in proportion to the respective amounts described in this clause Ninth held by them 

Tenth, to payment of that portion of the Obligations arising from Cash Management Services to the extent secured under
the Security Documents, ratably among the Credit Parties in proportion to the respective amounts described in this clause Tenth held by them; 

Eleventh, to payment of all other Obligations arising from Bank Products to the extent secured under the Security
Documents, ratably among the Credit Parties in proportion to the respective amounts described in this clause Eleventh held by them; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Loan Parties or as
otherwise required by Law. 
 Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Seventh above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such
remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 
 ARTICLE IX 

ADMINISTRATIVE AGENT 

9.01 Appointment and Authority. 

(a) Each of the Lenders and the Swing Line Lender hereby irrevocably appoints Wells Fargo Retail Finance, LLC to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party or any Subsidiary thereof shall have
rights as a third party beneficiary of any of such provisions. 
 (b) Each of the Lenders (in its capacities as a Lender) and the Swing Line
Lender hereby irrevocably appoints Wells Fargo Retail Finance, LLC as Collateral Agent and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by
any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and
attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights
and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c)), as though such co-agents, sub-agents and
attorneys-in-fact were the “collateral agent” under the Loan Documents, as if set forth in full herein with respect thereto. 

9.02 Rights as a Lender. The Persons serving as the Agents hereunder shall have the same rights and powers in their capacity as a
Lender as any other Lender and may exercise the same as though they were not the Administrative Agent or the Collateral Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent or the Collateral Agent hereunder in its individual capacity. Such Person and 

  
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its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Loan Parties or
any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent or the Collateral Agent hereunder and without any duty to account therefor to the Lenders. 

9.03 Exculpatory Provisions. The Agents shall not have any duties or obligations except those expressly set forth herein and in the
other Loan Documents. Without limiting the generality of the foregoing, the Agents: 
 (a) shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 
 (b) shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or the Collateral Agent, as applicable, is
required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that no Agent shall be required to take
any action that, in its respective opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law; and 

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to the Loan Parties or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent, the Collateral Agent or any of its Affiliates in any
capacity. 
 No Agent shall be liable for any action taken or not taken by it (i) with the Consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own
gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction. 
 The
Agents shall not be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by the Loan Parties, a Lender or the L/C Issuer. Upon the occurrence of an Event of Default, the Agents shall take
such action with respect to such Default or Event of Default as shall be reasonably directed by the Applicable Lenders. Unless and until the Agents shall have received such direction, the Agents may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to any such Default or Event of Default as it shall deem advisable in the best interest of the Credit Parties. In no event shall the Agents be required to comply with any such directions to the extent
that any Agent believes that its compliance with such directions would be unlawful. 
 The Agents shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported 

  
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to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to the Agents. 
 9.04 Reliance by Agents. 

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including, but not limited to, any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition
is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received written notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Each
Agent may consult with legal counsel (who may be counsel for any Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts. 
 9.05 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the
Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as
such Agent. 
 9.06 Resignation of Agents. Either Agent may at any time give written notice of its resignation to the Lenders and the
Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the
retiring Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the
Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent
shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this 

  
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Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such
successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. 

Any resignation by Wells Fargo Retail Finance, LLC as Administrative Agent pursuant to this Section shall also constitute its resignation as
Swing Line Lender and the resignation of Wells Fargo as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and
(c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume
the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 
 9.07 Non-Reliance on Administrative Agent and Other
Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Agents or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Agents or any other Lender or any of their Related Parties and based
on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder. Except as provided in Section 9.12, the Agents shall not have any duty or responsibility to provide any Credit Party with any other credit or other information concerning the affairs, financial
condition or business of any Loan Party that may come into the possession of the Agents. 
 9.08 Intentionally Omitted. 

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other
judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Loan Parties) shall be entitled and empowered, by intervention in such proceeding or otherwise 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer, the Administrative Agent and the other Credit Parties
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer, the Administrative Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders,
the L/C Issuer the Administrative Agent and such Credit Parties under Sections 2.03(i) and 2.03(j) as applicable, 2.09 and 10.04) allowed in such judicial proceeding; and 

 

  
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 (b) to collect and receive any monies or other property payable or deliverable on
any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C
Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under
Sections 2.09 and 10.04. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Administrative
Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding. 
 9.10 Collateral and Guaranty
Matters. The Credit Parties irrevocably authorize the Agents, at their option and in their discretion, 
 (a) to release
any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no
claim has been asserted) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved,
authorized or ratified in writing by the Applicable Lenders in accordance with Section 10.01; 
 (b) to
subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Encumbrances; and 

(c) to release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a
result of a transaction permitted hereunder. 
 Upon request by any Agent at any time, the Applicable Lenders will confirm in writing such Agent’s
authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.10. In each case as specified in this
Section 9.10, the Agents will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the
assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan
Documents and this Section 9.10. 
 9.11 Notice of Transfer. 

The Agents may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes,
unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06. 

  
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 9.12 Reports and Financial Statements. 

By signing this Agreement, each Lender: 

(a) agrees to furnish the Administrative Agent (and thereafter at such frequency as the Administrative Agent may reasonably
request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of
Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; 
 (b) is deemed to
have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all commercial finance examinations and appraisals
of the Collateral received by the Agents (collectively, the “Reports”); 
 (c) expressly agrees and
acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; 

(d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any
other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’
personnel; 
 (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07
hereof; and 
 (f) without limiting the generality of any other indemnification provision contained in this Agreement,
agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit
Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify,
defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other
Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. 

9.13 Agency for Perfection. 

Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Liens for the benefit of the Agents and the Lenders, in
assets which, in accordance with Article 9 of the UCC or any other applicable Law of the United States can be perfected only by possession. Should any Lender (other than the Agents) obtain possession of any such Collateral, such Lender shall notify
the Agents thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. 

9.14 Indemnification of Agents. The Lenders hereby agree to indemnify the Agents, the L/C Issuer and any Related Party, as the case may
be (to the extent not reimbursed by the Loan Parties and 

  
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without limiting the obligations of Loan Parties hereunder), ratably according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent in any way relating to or arising out of this Agreement or any other Loan Document or any
action taken or omitted to be taken by any Agent in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

9.15 Relation among Lenders. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of,
or (except as otherwise set forth herein in case of the Agents) authorized to act for, any other Lender. 
 9.16 Defaulting Lender.

 (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its
obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Borrowings and such failure is not cured
within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in
equity, and not at limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during
the pendency of such failure or refusal, and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining
non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding
Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such
Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of
the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in
clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with
interest thereon at the rate set forth in Section 2.13(c) hereof from the date when originally due until the date upon which any such amounts are actually paid. 

(b) The non-Defaulting Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to cause
the termination and assignment, without any further action by the Defaulting Lender for no cash consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right), of the Defaulting
Lender’s Commitment to fund future Loans. Upon any such purchase of the Applicable Percentage of any Defaulting Lender, the Defaulting Lender’s share in future Credit Extensions and its rights under the Loan Documents with respect thereto
shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. 

  
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 (c) Each Defaulting Lender shall indemnify the Administrative Agent and each non-Defaulting
Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by the Administrative Agent or by any non-Defaulting Lender, on account of a Defaulting Lender’s
failure to timely fund its Applicable Percentage of a Loan or to otherwise perform its obligations under the Loan Documents. 
 9.17
Intentionally Omitted. 
 ARTICLE X 

MISCELLANEOUS 

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no Consent to any
departure by any Loan Party therefrom, shall be effective unless in writing signed by the Administrative Agent, with the Consent of the Required Lenders, and the Lead Borrower or the applicable Loan Party, as the case may be, and acknowledged by the
Administrative Agent, and each such waiver or Consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: 

(a) extend or, increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Section 8.02) without the written Consent of such Lender; 
 (b) as to any Lender, postpone any date fixed by
this Agreement or any other Loan Document for (i) any scheduled payment (including the Maturity Date) or mandatory prepayment of principal, interest, fees or other amounts due hereunder or under any of the other Loan Documents without the
written Consent of such Lender entitled to such payment, or (ii) any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written Consent of such Lender; 

(c) as to any Lender, reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or
(subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written Consent of each Lender entitled to such amount; provided,
however, that only the Consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate; 

(d) as to any Lender, change Section 2.13 or Section 8.03 in a manner that would alter the pro rata
sharing of payments required thereby without the written Consent of such Lender; 
 (e) change any provision of this Section
or the definition of “Required Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent
hereunder, without the written Consent of each Lender; 
 (f) except as expressly permitted hereunder or under any other Loan
Document, release, or limit the liability of, any Loan Party without the written Consent of each Lender; 
 (g) except for
Permitted Dispositions, release all or substantially all of the Collateral from the Liens of the Security Documents without the written Consent of each Lender; 

  
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 (h) increase the Aggregate Commitments without the written Consent of each
Lender; 
 (i) change the definition of the term “Borrowing Base” or any component definition thereof if as a
result thereof the amounts available to be borrowed by the Borrowers would be increased without the written Consent of each Lender, provided that the foregoing shall not limit the discretion of the Administrative Agent to change,
establish or eliminate any Reserves; 
 (j) modify the definition of Permitted Overadvance so as to increase the amount
thereof or, except as provided in such definition, the time period for a Permitted Overadvance without the written Consent of each Lender; and 

(k) except as expressly permitted herein or in any other Loan Document, subordinate the Obligations hereunder or the Liens
granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be without the written Consent of each Lender; 

and, provided further, that (i) no amendment, waiver or Consent shall, unless in writing and signed by the L/C Issuer in addition to the
Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or Consent shall, unless in writing and
signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or Consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) no amendment, waiver or Consent shall, unless in writing and signed by
the Collateral Agent in addition to the Lenders required above, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document, and (v) the Fee Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or Consent hereunder, except that the Commitment of
such Lender may not be increased or extended without the consent of such Lender. 
 If any Lender does not Consent (a
“Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the Consent of each Lender and that has been approved by the Required Lenders, the Lead Borrower may
replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such
assignments required by the Lead Borrower to be made pursuant to this paragraph). 
 10.02 Notices; Effectiveness; Electronic
Communications. 
 (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given
by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

  
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 (i) if to the Loan Parties, the Agents, the L/C Issuer or the Swing Line Lender,
to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its
Administrative Questionnaire. 
 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next
Business Day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). 

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to
notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.
The Administrative Agent or the Lead Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such
procedures may be limited to particular notices or communications. 
 Unless the Administrative Agent otherwise prescribes, (i) notices
and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail
or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the
next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the website address therefor. 
 (c) The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Agents or any of their Related Parties (collectively, the “Agent Parties”) have any
liability to any Loan Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Loan Parties’ or the Administrative
Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Loan Party, any 

  
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Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 

(d) Change of Address, Etc. Each of the Loan Parties, the Agents, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to
the Lead Borrower, the Agents, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address,
contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. 

(e) Reliance by Agents, L/C Issuer and Lenders. The Agents, the L/C Issuer and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Loan Parties even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Agents, the L/C Issuer, each Lender and the Related
Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Loan Parties. All telephonic notices to and other telephonic communications
with the Agents may be recorded by the Agents, and each of the parties hereto hereby consents to such recording. 
 10.03 No Waiver;
Cumulative Remedies. No failure by any Credit Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided herein
and in the other Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether any Credit Party may have had notice or knowledge of such Default at the time. 

10.04 Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. The Borrowers shall pay all Credit Party Expenses. 

(b) Indemnification by the Loan Parties. The Loan Parties shall indemnify the Agents (and any sub-agent thereof), each other Credit
Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, causes of action, damages, liabilities,
settlement payments, costs, and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan
Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agents (and any sub-agents thereof) and their Related Parties only, the administration of this Agreement
and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a


  
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Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by
any Credit Party to, a Blocked Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any
Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or (y) result from a claim brought by a Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the
Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 

(c) Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan
Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related
Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing
acting for the Agents (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). 

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Loan Parties shall not assert, and
hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the
use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a
court of competent jurisdiction. 
 (e) Payments. All amounts due under this Section shall be payable on demand therefor. 

(f) Survival. The agreements in this Section shall survive the resignation of any Agent and the L/C Issuer, the assignment of any
Commitment or Loan by any Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

  
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 10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Loan
Parties is made to any Credit Party, or any Credit Party exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by such Credit Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the
extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and
the L/C Issuer severally agrees to pay to the Agents upon demand its Applicable Percentage (without duplication) of any amount so recovered from or repaid by the Agents, plus interest thereon from the date of such demand to the date such payment is
made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement. 
 10.06 Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written Consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b), (ii) by
way of participation in accordance with the provisions of subsection Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Credit Parties) any legal or equitable right, remedy or claim under or
by reason of this Agreement. 
 (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all
or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans)
at the time owing to it); provided that any such assignment shall be subject to the following conditions: 
 (i)
Minimum Amounts 
 (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment
and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $10,000,000 unless each of the
Administrative Agent and, so long as no 

  
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Default has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent
assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes
of determining whether such minimum amount has been met; 
 (ii) Proportionate Amounts. Each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line
Lender’s rights and obligations in respect of Swing Line Loans; 
 (iii) Required Consents. No consent shall be
required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 
 (A)
the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund; and 
 (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and 

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and 

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment in respect of the assignment of any Commitment. 
 (iv) Assignment and Assumption. The parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 payable by the party requesting such assignment, provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

 Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all
of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04,


  
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3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at their expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 10.06(d). 
 (c) Register. The Administrative
Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive,
absent manifest error, and the Loan Parties, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Lead Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. 

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Loan Parties (except for the consent of the
Lead Borrower only if no Default has occurred and is continuing at the time of such participation (such consent not to be unreasonably withheld or delayed)) or the Administrative Agent, sell participations to any Person (other than a natural person
or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Loan Parties, the Agents, the Lenders and the L/C Issuer shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement. Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section 10.07 as if such Participant was a
Lender hereunder. 
 Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Loan Parties agree that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. 

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under
Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Lead
Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Lead Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Loan Parties, to comply with Section 3.01(e) as though it were a Lender. 

  
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 (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or
the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 
 (h) Resignation as L/C Issuer or Swing
Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Wells Fargo Retail Finance, LLC assigns all of its Commitment and Loans pursuant to subsection (b) above, Wells Fargo may, (i) upon
30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Lead Borrower, Wells Fargo Retail Finance II, LLC may resign as Swing Line Lender. In the event of any such resignation
as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any
such successor shall affect the resignation of Wells Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Wells Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c)). If Wells Fargo Retail Finance, LLC resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by
it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the
appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and
(b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Wells Fargo to effectively assume the
obligations of Wells Fargo with respect to such Letters of Credit. 
 10.07 Treatment of Certain Information; Confidentiality. Each
of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers,
employees, agents, funding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, 

  
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any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and
its obligations, (g) with the consent of the Lead Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to any Credit Party or
any of their respective Affiliates on a non-confidential basis from a source other than the Loan Parties. 
 For purposes of this Section,
“Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any
Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof, provided that, in the case of information received from any Loan Party or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

Each of the Credit Parties acknowledges that (a) the Information may include material non-public information concerning the Loan Parties
or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including
Federal and state securities Laws. 
 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing or if any
Lender shall have been served with a trustee process or similar attachment relating to property of a Loan Party, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after
obtaining the prior written consent of the Administrative Agent or the Required Lenders, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrowers or any other Loan Party against any and all
of the Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or the L/C Issuer shall have
made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the
branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Lead Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure
to give such notice shall not affect the validity of such setoff and application. 
 10.09 Interest Rate Limitation. Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In
determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not
principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, 

  
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allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in 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. This Agreement 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. Except as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement. 

10.11 Survival. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof, except to the extent that such representations and warranties may be revised in accordance with the terms of this Agreement. Such
representations and warranties have been or will be relied upon by the Credit Parties, regardless of any investigation made by any Credit Party or on their behalf and notwithstanding that any Credit Party may have had notice or knowledge of any
Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. Further, the
provisions of Sections 3.01, 3.04, 3.05 and 10.04 and Article IX shall survive and remain in full force and effect regardless of the repayment of the Obligations, the expiration or termination of the Letters
of Credit and the Commitments or the termination of this Agreement or any provision hereof. In connection with the termination of this Agreement and the release and termination of the security interests in the Collateral, the Agents may require such
indemnities and collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked,
(y) any obligations that may thereafter arise with respect to the Other Liabilities and (z) any Obligations that may thereafter arise under Section 10.04. 

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
(a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents 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. 
 10.13 Replacement of Lenders. If any Lender
requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a
Defaulting Lender or a Non-Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided that: 

  
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 (a) the Borrowers shall have paid to the Administrative Agent the assignment fee
specified in Section 10.06(b)(iv); 
 (b) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); 

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments
required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and 

(d) such assignment does not conflict with applicable Laws. 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 
 10.14 Governing Law; Jurisdiction;
Etc. 
 (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. 
 (b) SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE LOAN PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE LOAN PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE LOAN
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 

  
 -120- 








 
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

(e) ACTIONS COMMENCED BY LOAN PARTIES. EACH LOAN PARTY AGREES THAT ANY ACTION COMMENCED BY ANY LOAN PARTY ASSERTING ANY CLAIM OR
COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR ANY FEDERAL COURT SITTING THEREIN AS THE ADMINISTRATIVE AGENT MAY
ELECT IN ITS SOLE DISCRETION AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WITH RESPECT TO ANY SUCH ACTION. 
 10.15 Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 10.16 No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction contemplated hereby, the Loan Parties each acknowledge and agree that: (i) the credit facility provided for hereunder and any related arranging or other services in
connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Credit Parties,
on the other hand, and each of the Loan Parties is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment,
waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the each Credit Party is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the
Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) none of the Credit Parties has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Loan
Parties with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any of the Credit
Parties has advised or is currently advising any Loan Party or any of its Affiliates on other matters) and none of the Credit Parties has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Credit Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the
Loan Parties and their respective Affiliates, and none of the Credit Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and 

  
 -121- 








 
(v) the Credit Parties have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment,
waiver or other modification hereof or of any other Loan Document) and each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Loan Parties hereby waives and
releases, to the fullest extent permitted by law, any claims that it may have against each of the Credit Parties with respect to any breach or alleged breach of agency or fiduciary duty. 

10.17 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan
Party in accordance with the Act. Each Loan Party is in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the Loans will be used by the Loan Parties, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the
United States Foreign Corrupt Practices Act of 1977, as amended. 
 10.18 Foreign Asset Control Regulations. Neither of the advance
of the Loans nor the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall
include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the
“Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, none of the Borrowers or their
Affiliates (a) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or
be otherwise associated, with any such “blocked person” or in any manner violative of any such order. 
 10.19 Time of the
Essence. Time is of the essence of the Loan Documents. 
 10.20 Press Releases. 

Each Loan Party agrees to provide its reasonable consent to the publication by Administrative Agent or any Lender of advertising material
relating to the financing transactions contemplated by this Agreement using any Loan Party’s name, product photographs, logo or trademark. Administrative Agent or such Lender shall provide a draft of any advertising material to the Lead
Borrower at least five (5) days prior to the publication thereof. Upon consent from Lead Borrower, Administrative Agent may provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

 10.21 Additional Waivers. 

(a) The Obligations are the joint and several obligation of each Loan Party. To the fullest extent permitted by Applicable Law, the
obligations of each Loan Party shall not be affected by 

  
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(i) the failure of any Credit Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Loan Party under the provisions of this Agreement, any other
Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest
in, or the release of, any of the Collateral or other security held by or on behalf of the Collateral Agent or any other Credit Party. 

(b) The obligations of each Loan Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than
the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Loan Party
hereunder shall not be discharged or impaired or otherwise affected by the failure of any Agent or any other Credit Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by
any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the
risk of any Loan Party or that would otherwise operate as a discharge of any Loan Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments). 

(c) To the fullest extent permitted by applicable Law, each Loan Party waives any defense based on or arising out of any defense of any other
Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations and the
termination of the Commitments. The Collateral Agent and the other Credit Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security
in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Loan Party, or exercise any other right or remedy available to them against any other Loan Party, without affecting or impairing in
any way the liability of any Loan Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated. Each Loan Party waives any defense arising out of any such election
even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Loan Party against any other Loan Party, as the case may be, or any security. 

(d) Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. Upon payment by any Loan Party of
any Obligations, all rights of such Loan Party against any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of
payment to the prior indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. In addition, any indebtedness of any Loan Party now or hereafter held by any other Loan Party is hereby subordinated in right of
payment to the prior indefeasible payment in full of the Obligations and no Loan Party will demand, sue for or otherwise attempt to collect any such indebtedness. If any amount shall erroneously be paid to any Loan Party on account of (i) such
subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to the Administrative
Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Borrower shall, under this
Agreement as a joint and several obligor, 

  
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repay any of the Obligations constituting Revolving Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation
Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction
of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the
“Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent”
within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”),
(b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its
debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. 

10.22 No Strict Construction. 

The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this
Agreement. 
 10.23 Attachments. 

The exhibits, schedules and annexes attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for
the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the date first above written. 
  

			
	BORROWERS
	
	 SPORTSMAN’S WAREHOUSE, INC.,
 a
Utah corporation

		
	By:	 	 /s/ Kevan Talbot

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

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer
	
	 MINNESOTA MERCHANDISING CORP.,
 a
Minnesota corporation

		
	By:	 	 /s/ Kevan Talbot

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer
	
	 PACIFIC FLYWAY WHOLESALE, LLC,
 a
Delaware limited liability company
  
 by Sportsman’s Warehouse, Inc., its sole
member

		
	By:	 	 /s/ Kevan Talbot

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer
	
	GUARANTOR
	
	 SPORTSMAN’S WAREHOUSE HOLDINGS, INC.,

a Utah corporation

		
	By:	 	 /s/ Kevan Talbot

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer



  
 Signature Page to Credit
Agreement 
 125 









			
	WELLS FARGO RETAIL FINANCE, LLC, as Administrative Agent and as Collateral Agent
		
	By:	 	 /s/ Cory Loftus

		
	Name:	 	 Cory Loftus

		
	Title:	 	 Director

	
	WELLS FARGO RETAIL FINANCE, LLC as a Lender and Swing Line Lender
		
	By:	 	 /s/ Cory Loftus

		
	Name:	 	 Cory Loftus

		
	Title:	 	 Director




  
 Signature Page to Credit
Agreement 
 126 








  

 
 SCHEDULES TO CREDIT AGREEMENT

 Dated as of May 28, 2010 

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

For 
 The Borrowers Named Herein

 WELLS FARGO RETAIL FINANCE, LLC 

as Administrative Agent, Collateral Agent, Swing Line Lender, 

and 
 The Other Lenders Party Hereto

  
  







 This document constitutes the schedules to the Credit Agreement (“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 RETAIL FINANCE, LLC, 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. 

  
 1 








 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 

  
 2 








 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. 

  
 3 








 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


  
 4 









																					
	 	  	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	  	6/27/2020	  	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


  
 5 








 Disclosure Schedule 2.01 

 

									
	 Wells Fargo Retail Finance LLC
	  	 	100	% 	 	($	75,000,000.00	) 


  
 6 








 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


  
 7 








 Disclosure Schedule 5.05 

Material Indebtedness 
 Sponsor Note. 

Trade Credit. 
 Cash Flow Payment. 

Allowed Priority Tax Claims. 
 Amounts due under the Leases.

 Amounts due pursuant to the notes payable listed on Schedule 7.03. 

Amounts due pursuant to the mortgages listed on Schedule 7.03. 

  
 8 








 Disclosure Schedule 5.06 

Litigation 
  

	18.	Jean & Milo Janecek* 

 Threatened but have not filed an action against SW based
on the detention of Ms. Janecek on suspicion of shoplifting. 
  

	19.	Jeff Piil* 

 SW received a demand letter alleging wrongful termination and potential
discrimination last year. No charge or lawsuit has been filed to date. 
  

	20.	Stryker Clark* 

 On October 18, 2005, a demand letter was sent to SW on behalf of
Stryker Clark, alleging false imprisonment and seeking the rescission of a restitution agreement previously entered into between SW and Mr. Clark. The Corporation denies any wrongdoing and will vigorously defend against any action that may be
filed by Mr. Clark. No evaluation presently can be made as to the final outcome of this matter or the likelihood or range of potential loss, if any. 
  

	21.	Paul Reynolds** 

 Mr. Reynolds sent a demand letter to SW alleging damages as a
result of allegedly having been sold the wrong hunting license. To date, no action has resulted. 
  

	22.	Edward Gaston** 

 Last fall, Mr. Gaston was acquitted of shoplifting in the
following case. His attorney gave some indications, around the time of the criminal trial, that civil action might be taken by Mr. Gaston against SW. To date, no such action has been pursued. State of South Carolina v. Edward .W Gaston;
Case No. J847162. 
  

	23.	Ian Schuh* 

 Mr. Schuh filed a complaint with the State of Oregon seeking a rain
check on a sale offer. SW offered to issue such a rain check, and no further action was occurred. Ian Schuh; FFI0926-08. 
  

	24.	Nevada Power Company, Sierra Pacific Power Co., and/or Nevada Energy (“Nevada Energy”)** 


On May 11, 2009, Nevada Energy presented a claim to Hartford Fire Insurance Company (“Hartford”) for unpaid utility bills in the
approximate original amount of $31,000 against Bond Number 34 BSB FE7732 issued on behalf of SW. Hartford has requested further information from Nevada Energy and is investigating the claim and has informed SW of this claim by letter dated
June 4, 2009. SW responded to Hartford by letter dated June 30, 2009, acknowledging an amount of $26,446.16. 

  
 9 









	25.	Arizona Public Services (“APS”)** 

 On May 26, 2009, APS presented a claim
to Hartford for unpaid utility bills in the original amount of $13,017.34 against Bond Number 34 BSB CP9583 issued on behalf of SW. Hartford has requested further information from APS and is investigating the claim, and has been advised SKI of this
claim by letter dated June 4, 2009, acknowledging an amount of $1,655.29 on account 26794287, an amount of $9,675.02 on account 621154282, and an amount of $1,244.75 on account 533856281. 

 

	26.	ACI Mechanical, Inc. ** 

 On March 24, 2009, ACI Mechanical, Inc. filed a lien
against property owned by SW and upon which SW operates in Ankeny, Iowa for unpaid HVAC parts and services in the original amount of $1745.98, pursuant to that certain Mechanic’s Lien recorded as Document Number 23672. SW has taken no action
regarding this lien. 
  

	27.	Raymond C. Rumpf & Son** 

 On March 10, 2009, Raymond C. Rumpf &
Son commenced an action against Pacific Flyway Wholesale for nonpayment of goods provided in the original amount of $7,888.15, Case No. 09-02447-27-1. 
  

	28.	Heston Stewart McBride, III* 

 On December 2, 2005, a demand letter was sent to SW
on behalf of Heston Stewart McBride, III, demanding the return of $250.00 paid by Mr. McBride’s guardian as part of a restitution agreement with SW. The Corporation has denied the claim. No evaluation presently can be made as to the final
outcome of this matter or the likelihood or range of potential loss, if any. 
  

	29.	Odessa Chunn* 

 In June 2006, former employee Odessa Chunn appealed the initial denial of
her claim for unemployment benefits to the State of Utah. The Corporation contested Ms. Chunn’s claim and prevailed in an administrative proceeding that is now final. During the course of the appeal, Ms. Chunn voiced allegations that
might give rise to a charge of discrimination. No further action has been taken to date by Ms. Chunn. No evaluation presently can be made as to the final outcome of this matter or the likelihood or range of potential loss, if any. 

 

	30.	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 

  
 10 








 
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. MEI has moved to dismiss the Bankruptcy Court Action, which motion Lead Borrower has opposed. The Bankruptcy Court entered a scheduling order providing for initial disclosures to be exchanged by the parties
on May 28, 2010, with fact discovery to be completed by October 22, 2010, and with expert discovery to finish by December 21, 2010. The Court also set a further status conference on February 1, 2011. No trial date has
been set.
  

	31.	See also Schedules 5.17 and 5.18 

  

	*	This is a pre-petition claim which was not scheduled and for which no proof of claim was filed and so the Borrowers believe that the claim has been expunged in accordance with the Plan of Reorganization. To the extent
that such claim is not expunged, it will be resolved in accordance with the terms of the Plan of Reorganization. 


	**	This claim was either listed on the Borrowers schedules or a proof of claim was filed with respect to this claim, and it will be resolved in accordance with the terms of the Plan of Reorganization. 


  
 11 








 Disclosure Schedule 5.07 

Default 
 Lead Borrower is a party to that
certain Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement dated December 12, 2000 and related documents, as restated December 18, 2001, together with additional borrowing which was memorialized
July 21, 2006 (collectively, “American Loan Documents”), whereby American Bank of St. Paul and its successor (“American”) provided financing for the purchase of real estate and construction of a Store on the Loveland
Property (the “American Loan”). Lead Borrower is in default of the Loan Documents by reason of the following: 
 1. Immediately prior to
and following the Loan Parties’ filing of a Chapter 11 Bankruptcy Reorganization (the “Reorganization”), the Loan Parties did not prepare annual or quarterly audited financial information due to the fact that weekly financial
information was being provided at the specific requirement of GE Capital Finance Corporation, the primary lender to the Loan Parties. The failure to provide annual or quarterly audited financial information resulted in a default under the
American Loan Documents (“Audit Default”) and American provided Lead Borrower with notice of the Audit Default by written notice dated December 16, 2009. Lead Borrower cannot cure the Audit Default.

2. At the time the American Loan Documents were entered into, Stuart Utgaard was (a) together with his immediate family, the majority owner of
Parent, (b) a director of the Loan Parties, and (c) CEO of the Loan Parties. In such capacity, Mr. Utgaard executed a personal guaranty of the American Loan. Following the Reorganization, Mr. Utgaard retained no
connection to the Loan Parties or the operation of the business and was no longer an owner, director, officer or employee of any Loan Party. In December 2010, Mr. Utgaard filed for bankruptcy, which filing resulted in a default under the
American Loan Documents (“Utgaard Default”) and American provided Lead Borrower with notice of the Utgaard Default by written notice dated January 27, 2009. Lead Borrower cannot cure the Utgaard Default.

American will not waive the Audit Default or the Utgaard Default. American has applied default interest to the American Loan payments made by Lead
Borrower. 
 American has taken no other action to enforce its rights under the American Loan Documents, and Lead Borrower has taken no action to formally
dispute the defaults. The American Loan will be paid in full by proceeds of the Loan as soon as the Eligible Real Estate meets the requirements of this Agreement. 

  
 12 








 Disclosure Schedule 5.08(b)(1) 

Owned Real Estate 
 Sportsman’s
Warehouse, Inc. 
  

			
	 Address
	 	 Mortgagee / Lien Holders

		
	 Store #106
 1675 Rocky Mountain Ave.

Loveland, CO 80538
 Larimer County
	 	American Bank
		
	 Store #114
 165 West 7200 South

Midvale, UT 84047
 Salt Lake County
	 	Stearns Bank
		
	 Store #117
 19205 N. 27th Ave.

Phoenix, AZ 85027
 Maricopa County
	 	Heritage Bank
		
	 Store #119
 11 West 84th Ave.

Thornton, CO 80260
 Adams County
	 	Beal Bank Nevada
		
	 Store #120
 921 SE Oralabor Rd.

Ankeny, IA 50021
 Polk County
	 	 First American Bank
 ACI Mechanical,
Inc.*

		
	 Store #139
 1750 S. Greenfield Rd.

Mesa, AZ 85206-3481
 Maricopa County
	 	Heritage Bank

  

	*	On March 24, 2009, ACI Mechanical, Inc. filed a lien against property owned by SW and upon which SW operates in Ankeny, Iowa for unpaid HVAC parts and services in the original amount of $1745.98, pursuant to that
certain Mechanic’s Lien recorded as Document Number 23672. ACI Mechanical, Inc. is an unsecured creditor under the Plan of Reorganization approved by Order of the United States Bankruptcy Court entered July 30, 2009, which provided for the
satisfaction of this claim. Counsel for the Lead Borrower sent a letter to ACI Mechanical requesting that the lien be immediately released. 


No other Loan Party owns Real Estate. 

  
 13 








 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

		
	 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 (ID LLC)
 Attn: Tina
Luper
 1411 Falls Avenue East, Suite 1201
 Twin Falls, ID
83301
 208/736-0926

		
	 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



  
 14 









			
	 Address
	  	 Current Landlord

		
	 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

		
	 2957 East 850 North
 St. George, UT 84790

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

Attn: Otto Miller
 1322 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)
	  	 GRH Jenks LLC (ID LLC)
 c/o Hawkins Companies
LLC
 Attn: Legal Department
 855 Broad Street, Suite
300
 Boise, ID 83702-7153



  
 15 









			
	 Address
	  	 Current Landlord

		
	 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


 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



  
 16 








 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
			
	Review of Ankeny, Loveland, Mesa, Phoenix, St. Cloud	  	 Rqstd by Seidler performed by
 GaiaTech

3343 Peachtree Road NE
 Atlanta GA 30326
	  	June, 2007


  
 17 









					
	 Location
	  	 Assessment CO.
	  	 Date

			
	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


  
 18 








 Disclosure Schedule 5.10 

Insurance 
 Summary of insurance policies
held by the Loan Parties: 
  

													
	 Type
	  	 Policy #/Period
	  	Limits	 	  	 Deductible
	  	Premiums	 
	 EPLI - CHUBB
	  	 ***
	  	 
 	Agent: Diversified Insurance /
Carpenter Moore	  
  
	 Directors & Officers
	  	4/1/10 - 4/1/11	  	 	***	  	  	 ***
	  	 
  
  

 
	Total premium
 for all three

coverages
 $***
	  
   

  
   

	 Employment Practices
	  	4/1/10 - 4/1/11	  	 	***	  	  	 ***
	  
	 Third Party Discrimination
	  	4/1/10 - 4/1/11	  	 	***	  	  	 ***
	  
	 Fiduciary
	  	4/1/10 - 4/1/11	  	 	***	  	  	 ***
	  
			
	 EPLI - XL Specialty Insurance Company
	  	 ***
	  	 
 	Agent: Diversified Insurance /
Carpenter Moore	  
  
	 D&O EPLI - Excess
	  	4/1/10 - 4/1/11	  	 	***	  	  	N/A	  	$	***	  
			
	 Worker’s Comp - The Hartford
	  	 ***
	  	 	Agent: Lockton Companies	  
		  	11/1/09 - 11/1/10	  	 	(A)***	  	  	N/A	  	$	***	  
	  

(A)   ***
  
	 

      
 

	 GL, Property, Umbrella
	  		  	 	Agent: Lockton Companies	  
		  	 ***
	  				  		  			
	 GL - National Fire Insurance
	  	11/1/09 - 11/1/10	  	 	***	  	  	 ***
	  	$	***	  
		  	 ***
	  				  		  			
	 Property - Continental Casualty Co.
	  	11/1/09 - 11/1/10	  	 	***	  	  	 ***
	  	$	***	  
		  	 ***
	  	 	(Other Deductibles: ***)	  
	 Umbrella - Continental Casualty Co.
	  	11/1/09 - 11/1/10	  	 	***	  	  	 ***
	  	$	***	  
			
	 Auto - Valley Forge Ins. Co.
	  	 ***
	  	 	Agent: Lockton Companies	  
		  	11/1/09 - 11/1/10	  	 	***	  	  	 ***
	  	$	***	  
			
	 Ocean Cargo - Falvey Cargo
	  	 ***
	  	 	Agent: Lockton Companies	  
		  	11/1/09 - 11/1/10	  	 	***	  	  	 ***
	  	$	***	  
			
	 Crime - National Union Fire
	  	 ***
	  	 	Agent: Lockton Companies	  
		  	11/1/09 - 11/1/10	  	 	***	  	  	 ***
	  	$	***	  

  
 *** 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. 

  
 19 








 Disclosure Schedule 5.13 

Subsidiaries; Other Equity Investments; Equity Interests in the Borrower 

 

	(a)	Authorized Equity Interests* 

  

					
	 Company
	  	Jurisdiction of
Organization	  	Authorized Equity
Interests
			
	Sportsman’s Warehouse, Inc.	  	Utah	  	1,000 Shares Common Stock,
 $.01 par value

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

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

			
	Pacific Flyway Wholesale, LLC	  	Delaware	  	Percentage Interests

  

	*	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	  	47,000
	  	  
 New SEP SWH

Holdings, L.P.
	  	  
 Common Stock
	  	  
 48,000


  

	*	Up to 20,000 shares of Sportsman’s Warehouse Holdings, Inc.’s common stock may be reserved for issuance under the Equity Incentive Plan. 


  
 20 








 Disclosure Schedule 5.17 

Intellectual Property 
 Infringement
Claims 
 Bill Kinney** 
 On
July 14, 2009, SW received a cease and desist letter from counsel for photographer Bill Kinney, alleging that one of his photographs was copied in t-shirt formerly sold by SW. SW responded by stating that it is currently in bankruptcy
proceedings and has not sold the t-shirt in several years. 
  

	**	This claim was either listed on the Borrowers’ schedules or a proof of claim was filed with respect to this claim, and it will be resolved in accordance with the terms of the Plan of Reorganization.



  
 21 








 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.

 Equity Incentive 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 two 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. 

Charge of Discrimination Filed by Mary Bishop against SW at the Oregon Bureau of Labor and Industries and the U.S. Equal Employment
Opportunity Commission (FEPA No. EESH09110261648 and EEOC No. 38D-2010-00071). Ms. Bishop, a former employee at the Medford, Oregon location, filed a charge of discrimination on November 2, 2009. Ms. Bishop’s charge of
discrimination alleged sexual harassment and retaliation based on an alleged incident on August 17, 2009. SW denied these allegations and intends to vigorously defend this case, which remains under investigation by the administrative agency.

 Charge of Discrimination Filed by John Castro against SW at the California Department of Fair Employment & Housing and the
U.S. Equal Employment Opportunity Commission (DFEH No. 200910-H-0830-00-pe and EEOC No. 37A-B0-07135). Mr. Castro, a former employee at the Rocklin, California location, filed a charge of discrimination on January 28, 2010
alleging disability discrimination. SW denies these allegations and is participating in a mediation process offered by the California Department of Fair Employment & Housing. 

Alaska State Commission for Human Rights Compliant of Discrimination filed by Krystal Wilder against SW (ASCHR No. J-09-148).
Ms. Wilder, a former employee at the Fairbanks, Alaska location, filed a charge of discrimination on or about June 16, 2009 alleging sexual harassment and retaliation. Ms. Wilder’s charge of discrimination referred to an incident
that allegedly occurred on April 6, 2009 and to Ms. Wilder’s alleged constructive discharge on May 22, 2009. SW denied these allegations. The Alaska Human Rights Commission closed this case on October 6, 2009 after the
parties reached a resolution. 

  
 22 








 Compliance with the Fair Labor Standards Act or other law applicable to such matters 

SW has received notice of 278 claims made by employees for failure to pay PTO, which total in the aggregate approximately $250,000. 

  
 23 








 Disclosure Schedule 5.21(a) 

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

Attn: Roger Randall 
 (314) 418-8683 

 

					
	 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	  	 *** 

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

		  	Controlled Disbursement	  	 *** 

		  	Operating Account	  	 *** 

	Sportsman’s Warehouse Southwest, Inc.	  	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. 

  
 24 









	*	Store has closed and account is still open but not active and will be closed shortly. The account is not subject to any Blocked Account Agreement. 


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	  	 ***


 Bank of America, N.A. 

Global Product Solutions 
 901 Main St., 7th Floor 

Mail Code: TXI-492-07-14 
 Dallas, TX 75202 

Attn: Terri Tossman 
 (800) 657-9533 

 

					
	 Account Holder
	  	 Description
	  	 Account Number

	Sportsman’s Warehouse	  	Master Funding Account**	  	 ***

	  	Sub-Account**	  	 ***


  

	**	These accounts are not subject to a Blocked Account Agreement. 

  

*** 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. 

  
 25 








 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. 

  
 26 








 Disclosure Schedule 5.24 

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

 Notes payable listed on Schedule 7.03 

  
 27 








 SCHEDULE 6.02 

COLLATERAL REPORTING 
 In addition to the
other materials and information required to be provided pursuant to the terms of the Credit Agreement, the Loan Parties shall provide Administrative Agent, on the applicable day specified below, the following documents (each in such form and detail
as the Administrative Agent from time to time may specify): 
 Monthly Reports. Monthly, the Loan Parties shall provide to Administrative Agent original
counterparts of (each in such form as Administrative Agent from time to time may specify): 
  

	 	a)	On the fifth (5th) Day of each Fiscal Month (or, if such day is not a Business Day, on the next succeeding Business Day), provided, however, upon the occurrence and during the continuation of an Accelerated
Borrowing Base Delivery Event on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day): 

  

	 	i.	On such day, supporting source documents for the Borrowing Base Certificate delivered in accordance with Section 6.02(c) of the Credit Agreement. 


 

	 	b)	Within fifteen (15) days of the end of each Fiscal Month for the immediately preceding Fiscal Month: 

  

	 	i.	Purchases and accounts payable analysis report, (together with account payable aging) for each Loan Party, in Administrative Agent’s format; and 


 

	 	ii.	Inventory summary by Store location and department; and 

  

	 	iii.	Inventory certificate in Administrative Agent’s format; and 

  

	 	c)	Within 30 days of the end of each Fiscal Month for the immediately preceding Fiscal Month: 

  

	 	i.	Reconciliation of the stock ledger to the general ledger and the calculation of Availability; and 

  

	 	ii.	Gross Margin Reconciliation; and 

  

	 	iii.	Statement of Store Activity in Administrative Agent’s format; and 

  

	 	iv.	Such other information as the Administrative Agent may from time to time reasonably request. 

 For purposes of
Sections (a), (b), and (c) above, the first “preceding Fiscal Month” in respect of which the items required by such Section shall be provided shall be May 2010. 

  
 28 








 Disclosure Schedule 7.01 

Existing Liens 
 Liens securing the
Sponsor Note and the Trade Credit. 
 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 Closing Date, SW believes that there is no personal property of SW located in the State of
Wisconsin. 
 Liens in property of SW located in Ankeny, Iowa with respect to the ACI Mechanical’s claim (see Item 9 of Schedule 5.06). 

Liens in leased property of SW located in West Jordan, Utah with respect to unpaid HVAC repair services in the original amount of $3,400.69, pursuant to that
certain Notice of Mechanic’s Lien recorded as Document Number 105564526, which lien was amended on May 6, 2009 by that certain Amended Notice of Mechanic’s Lien recorded as Document Number 10695203. All amounts owed have since been
paid in full and the release of this lien is forthcoming. 
 UCC-1 Financing Statement to be filed against Pacific Flyway Wholesale, LLC as successor to
Pacific Flyway Wholesale, Inc. by DeLage Financial 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)	  	Stearns Bank NA	  	8304914	  	7/29/02	  	Assignment of Rents
	Sports Warehouse Inc.	  	 Midvale, Utah (Salt
 Lake County)
	  	Stearns Bank NA	  	8304915	  	7/29/02	  	UCC Fixture Filing
	Sports Warehouse Inc.	  	 Loveland, Colorado
 (Larimer County)
	  	The Midway National Bank of St. Paul	  	2000087366	  	12/26/00	  	Deed of Trust
	Sports Warehouse Inc.	  	 Loveland, Colorado
 (Larimer County)
	  	The Midway National Bank of St. Paul	  	2000087367	  	12/26/00	  	UCC Fixture Filing


  
 29 









											
	 Entity
	  	 Property Location
	  	 Secured Party
	  	 File Number
	  	 File Date
	  	 File Type

	Sports Warehouse Inc.	  	 Loveland, Colorado
 (Larimer County)
	  	The Midway National Bank of St. Paul	  	2001119798	  	12/27/01	  	Amendment No. 1 to Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement
	Sportsman’s Warehouse Inc.	  	 Loveland, Colorado
 (Larimer County)
	  	American Bank	  	 2006-0056543 &

2006-0056544
	  	7/27/06	  	Amendment No. 2 to Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement
	Sports Warehouse Inc.	  	 Thornton, Colorado
 (Adams County)
	  	 Marshall Bank, N.A.
 (now Beal Bank
Nevada)
	  	C1140493	  	5/8/03	  	Deed of Trust, Security Agreement and Fixture Filing Statement
	Sports Warehouse Inc.	  	 Thornton, Colorado
 (Adams County)
	  	 Marshall Bank, N.A.
 (now Beal Bank
Nevada)
	  	C1140494	  	5/8/03	  	Assignment of Leases and Rents
	Sports Warehouse Inc.	  	 Thornton, Colorado
 (Adams County)
	  	 Marshall Bank, N.A.
 (now Beal Bank
Nevada)
	  		  		  	Amendment to Note, Construction and Term Loan Agreement, Mortgage and Assignment of Leases and Rents
	Sports Warehouse Inc.	  	Utah	  	 Marshall Bank, N.A.
 (now Beal Bank
Nevada)
	  	218230200327	  	5/30/2003	  	Fixture
	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.	  	 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)
	  	20050412729	  	4/1/05	  	Fixture
	Sportsman’s Warehouse Inc.	  	 Mesa, Arizona
 (Maricopa County)
	  	 Bridgeview Bank Group
 (now Heritage
Bank)
	  	20050441821	  	4/7/05	  	Fixture

  

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


  
 30 








 Disclosure Schedule 7.02 

Existing Investments 
 None other than as
listed on Schedule 5.13. 

  
 31 








 Disclosure Schedule 7.03 

Existing Indebtedness 
 Sponsor Note. 

Trade Credit. 
 Cash Flow Payment. 

Allowed Priority Tax Claims. 
 Other Existing Indebtedness:

  

											
	 Company
	  	Type	  	Maturity	  	 Lender
	  	Balance
as of 5/1/10	 
	 Sportsman’s Warehouse, Inc.
	  	Capital Lease	  	May 2010	  	NetworkAppliance (#36715M)	  	 	11,572	  
	 Sportsman’s Warehouse, Inc.
	  	Capital Lease	  	July 2010	  	 CitiCorp Vendor Finance

(#900-4504440-502)
	  	 	16,183	  
	 Sportsman’s Warehouse, Inc.
	  	Capital Lease	  	December 2012	  	Leaf	  	 	48,972	  
	 Sportsman’s Warehouse, Inc.
	  	Mortgage	  	December 2011	  	Loveland - American Bank	  	 	2,859,071	  
	 Sportsman’s Warehouse, Inc.
	  	Mortgage	  	December 2011	  	Loveland - American Bank 2nd	  	 	1,357,290	  
	 Sportsman’s Warehouse, Inc.
	  	Mortgage	  	May 2023	  	Midvale - Stearns Bank	  	 	2,962,436	  
	 Sportsman’s Warehouse, Inc.
	  	Mortgage	  	March 2016	  	Phoenix - Heritage Bank - Refi	  	 	6,090,488	  
	 Sportsman’s Warehouse, Inc.
	  	Mortgage	  	May 2015	  	Thornton - Beal Bank Nevada	  	 	4,211,074	  
	 Sportsman’s Warehouse, Inc.
	  	Mortgage	  	January 2019	  	Ankeny - First American Bank	  	 	3,103,030	  
	 Sportsman’s Warehouse, Inc.
	  	Mortgage	  	November 2015	  	Mesa - Heritage Bank	  	 	4,890,843	  
	 Sportsman’s Warehouse, Inc.
	  	Notes Payable	  	April 2029	  	City of Loveland (Special Assessment District)	  	 	177,639	  
	 Sportsman’s Warehouse, Inc.
	  	Notes Payable	  	July 2011	  	GE Capital (Demantra)	  	 	548,111	  
	 Pacific Flyway, LLC
	  	Capital Lease	  	December 2011	  	DeLage Financial	  	 	23,448	  


  
 32 








 Disclosure Schedule 10.02 

Administrative Agent’s Office; Certain Addresses for Notices 

Administrative Agent’s Office: 

Wells Fargo Retail Finance, LLC, as Administrative Agent 

One Boston Place, 18th Floor 

Boston, Massachusetts 02108 

			
	 Attention:
	 	Mr. Cory Loftus – Director
	 Telephone:
	 	(617) 854-7259
	 Facsimile:
	 	(617) 523-4029
	 E-mail:
	 	cory.loftus@wellsfargo.com

 Certain Addresses for Notices: 
  

	1.	If to any Credit 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, MN 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, CA 90292 

Attn: General Counsel 

Telephone: 213-683-4551 

  
 33 








 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 Retail Finance, LLC, as Administrative Agent 

One Boston Place, 18th Floor 

Boston, Massachusetts 02108 

			
	 Attention:
	 	Mr. Cory Loftus – Director
	 Telephone:
	 	(617) 854-7259
	 Facsimile:
	 	(617) 523-4029
	 E-mail:
	 	cory.loftus@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 

  
 34 








 EXHIBIT A 

Form of Committed Loan Notice 

COMMITTED LOAN NOTICE 

Date:             ,          

 

	To:	Wells Fargo Retail Finance, LLC, as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of             , 2010 (as amended,
modified, supplemented or restated and in effect from time to time, 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 RETAIL FINANCE, LLC, 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. 

The Lead Borrower hereby requests a [Committed Borrowing]1[conversion of a Committed Loan
from one Type to the other] [continuation of LIBO Rate Loans]: 
  

	 	1.	On                      (a Business Day)2 


 

	 	2.	In the amount of $        3 

  

	 	3.	Comprised of [Base Rate] [LIBO Rate] Loans (Type of Loan)4 

  

	 	4.	For LIBO Rate Loans: with an Interest Period of      months5 


 

	1 	A Borrowing must be a borrowing consisting of simultaneous Loans of the same Type and, in the case of LIBO Rate Loans, must have the same Interest Period. 


	2 	Each notice of a Committed Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of LIBO Rate Loans, any conversion
to, or continuation of, LIBO Rate Loans or any conversion of LIBO Rate Loans to Base Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans. 


	3 	Each Committed Borrowing of, conversion to, or continuation of, LIBO Rate Loans must be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. 


	4 	Loans may be either Base Rate Loans or LIBO Rate Loans. If the Type of Loan is not specified, then the applicable Loan will be made as a Base Rate Loan. 








 The Lead Borrower hereby represents and warrants (for itself and on behalf of the other Borrowers) that
(a) the [Committed Borrowing] [conversion of Loans from one Type to the other] [continuation of LIBO Rate Loans] requested herein complies with the provisions of Section 2.02(b) of the Credit Agreement (other than any provision addressing
the responsibilities or duties of the Administrative Agent, the Swing Line Lender or the Lenders), and (b) if requesting a Committed Borrowing (rather than a conversion of Loans from one Type to the other or a continuation of LIBO Rate Loans),
the conditions specified in Section 4.02 of the Credit Agreement shall have been satisfied on and as of the date of the applicable Committed Borrowing. 

[Signature Page Follows] 

 

	5 	The Lead Borrower may request a Borrowing of LIBO Rate Loans with an Interest Period of one, two or three months. If no election of Interest Period is specified, then the Lead Borrower will be deemed to have specified
an Interest Period of one month. 








 
			
	SPORTSMAN’S WAREHOUSE, INC.,
	a Utah corporation, as Lead Borrower
		
	By:	 	  

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer



  
 3 








 EXHIBIT B 

Form of Swing Line Loan Notice 

SWING LINE LOAN NOTICE 

Date:             ,          

 

	To:	Wells Fargo Retail Finance, LLC, as Swing Line Lender 

 Wells Fargo Retail Finance, LLC, as
Administrative Agent 
 Ladies and Gentlemen: 
 Reference is
made to that certain Credit Agreement, dated as of             , 2010 (as amended, modified, supplemented or restated and in effect from time to time, 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 RETAIL FINANCE, LLC, 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. 

The Lead Borrower hereby requests a Swing Line Borrowing: 
  

	 	1.	On                      (a Business Day)6 


 

	 	2.	In the amount of $        7 


The Lead Borrower (for itself and on behalf of the other Borrowers) hereby represents and warrants that (i) the Swing Line Borrowing requested herein
complies with the provisions of Sections 2.04(a) and (b) of the Credit Agreement (other than any provision addressing the responsibilities or duties of the Administrative Agent, the Swing Line Lender or the Lenders), and (ii) the
conditions specified in Section 4.02 of the Credit Agreement shall have been satisfied on and as of the date set forth in item 1 above. 

 

	6 	Each notice of a Swing Line Borrowing must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested date of any Swing Line Borrowing. 


	7 	Each Swing Line Borrowing shall be for an amount no less than $100,000. 


  
 4 








 
			
	SPORTSMAN’S WAREHOUSE, INC.,
	a Utah corporation, as Lead Borrower
		
	By:	 	  

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer



  
 5 








 Exhibit C-1 

Committed Loan Note 
 [See
attached] 

  
 6 








  

COMMITTED LOAN NOTE 
  

 
  

			
	$75,000,000.00	 	May 28, 2010

 FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and, collectively, the
“Borrowers”), jointly and severally promise to pay to the order of WELLS FARGO RETAIL FINANCE, LLC (hereinafter, with any subsequent holders, the “Lender”), at One Boston Place, 19th Floor, Boston, Massachusetts
02108, the principal sum of SEVENTY FIVE MILLION DOLLARS ($75,000,000.00), or, if less, the aggregate unpaid principal balance of Committed Loans made by the Lender to or for the account of any Borrower pursuant to the Credit Agreement dated as of
May 28, 2010 (as amended, modified, supplemented or restated and in effect from time to time, 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 Retail Finance, LLC, as Administrative Agent, Collateral Agent and Swing Line Lender, with interest at the rate and payable in the manner stated
therein. 
 This is a “Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions
thereof. The principal of, and interest on, this Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Capitalized terms
used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
 The Administrative
Agent’s books and records concerning the Loans, the accrual of interest thereon, and the repayment of such Loans, shall, absent manifest error, be prima facie evidence of the indebtedness to the Lender hereunder. 

No delay or omission by any Agent or the Lender in exercising or enforcing any of such Agent’s or the Lender’s powers, rights,
privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver of any
such Event of Default (unless specifically stated in such waiver). 
 Each Borrower, and each endorser of this Note, waives presentment,
demand, notice, and protest, and also waives any delay on the part of the holder hereof Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent
and/or the Lender with respect to this Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account
of this Note. 

  
 7 








 This Note shall be binding upon each Borrower, and each endorser hereof, and upon their
respective successors, assigns, and representatives, and shall inure to the benefit of Lender and its successors, endorsees, and assigns. 

The liabilities of each Borrower, and of any endorser of this Note, are joint and several, provided, however, the release by any
Agent or the Lender of any one or more such Persons shall not release any other Person obligated on account of this Note. Each reference in this Note to any Borrower, and any endorser, is to such Person individually and also to all such Persons
jointly. No Person obligated on account of this Note may seek contribution from any other Person also obligated unless and until all of the Obligations have been paid in full in cash. 

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE BORROWERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER
LOAN DOCUMENT AGAINST ANY OF THE BORROWERS OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 EACH OF THE BORROWERS IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO ABOVE. EACH OF THE BORROWERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agents and the Lender, in the
establishment and maintenance of their respective relationship with the Borrowers contemplated by this Note, are each relying thereon. 

  
 8 








 EACH BORROWER, EACH ENDORSER, AND THE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH BORROWER AND THE LENDER, BY ITS ACCEPTANCE HEREOF, (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
HEREIN. 
 [SIGNATURE PAGES FOLLOW] 
  

  
 9 








 IN WITNESS WHEREOF, the Borrowers have each caused this Note to be duly executed as of the date
set forth above. 
 Borrowers: 

 

			
	 SPORTSMAN’S WAREHOUSE, INC.,
 a
Utah corporation

		
	By:	 	/s/ Kevan Talbot
	Name: Kevan Talbot
	Title: Chief Financial Officer


  

			
	 SPORTSMAN’S WAREHOUSE

SOUTHWEST, INC., a California corporation

		
	By:	 	/s/ Kevan Talbot
	Name: Kevan Talbot
	Title: Chief Financial Officer


  

			
	 MINNESOTA MERCHANDISING CORP.,
 a
Minnesota corporation

		
	By:	 	/s/ Kevan Talbot
	Name: Kevan Talbot
	Title: Chief Financial Officer


  

			
	 PACIFIC FLYWAY WHOLESALE, LLC,
 a
Delaware limited liability company

	
	by Sportsman’s Warehouse, Inc., its sole member
		
	By:	 	/s/ Kevan Talbot
	Name: Kevan Talbot
	Title: Chief Financial Officer


 Signature Page to Committed Loan Note 

  
 10 








 Exhibit C-2 

Swing Line Loan Note 
 [See
attached] 

  
 11 








  

SWING LINE LOAN NOTE 
  

 
  

			
	$7,500,000.00	 	May 28, 2010

 FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and, collectively, the
“Borrowers”), jointly and severally promise to pay to the order of WELLS FARGO RETAIL FINANCE, LLC (hereinafter, with any subsequent holders, the “Lender”), at One Boston Place, 19th Floor, Boston, Massachusetts
02108, the principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00), or, if less, the aggregate unpaid principal balance of Swing Line Loans made by the Lender to or for the account of any Borrower pursuant to the Credit
Agreement dated as of the date hereof (as amended, modified, supplemented or restated and in effect from time to time, 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 Retail Finance, LLC, as Administrative Agent, Collateral Agent and Swing Line Lender, with interest at the rate and payable in
the manner stated therein. 
 This is a “Note” to which reference is made in the Credit Agreement and is subject to all terms and
provisions thereof. The principal of, and interest on, this Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein.
Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
 The
Administrative Agent’s books and records concerning the Loans, the accrual of interest thereon, and the repayment of such Loans, shall, absent manifest error, be prima facie evidence of the indebtedness to the Lender hereunder. 

No delay or omission by any Agent or the Lender in exercising or enforcing any of such Agent’s or the Lender’s powers, rights,
privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver of any
such Event of Default (unless specifically stated in such waiver). 
 Each Borrower, and each endorser of this Note, waives presentment,
demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent
and/or the Lender with respect to this Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account
of this Note. 

  
 12 








 This Note shall be binding upon each Borrower, and each endorser hereof, and upon their
respective successors, assigns, and representatives, and shall inure to the benefit of Lender and its successors, endorsees, and assigns. 

The liabilities of each Borrower, and of any endorser of this Note, are joint and several, provided, however, the release
by any Agent or the Lender of any one or more such Persons shall not release any other Person obligated on account of this Note. Each reference in this Note to any Borrower, and any endorser, is to such Person individually and also to all such
Persons jointly. No Person obligated on account of this Note may seek contribution from any other Person also obligated unless and until all of the Obligations have been paid in full in cash. 

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE BORROWERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER
LOAN DOCUMENT AGAINST ANY OF THE BORROWERS OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 EACH OF THE BORROWERS IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO ABOVE. EACH OF THE BORROWERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agents and the Lender, in the
establishment and maintenance of their respective relationship with the Borrowers contemplated by this Note, are each relying thereon. EACH BORROWER, EACH ENDORSER, AND THE LENDER, BY ITS ACCEPTANCE 


  
 13 








 
HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH BORROWER AND THE LENDER, BY ITS ACCEPTANCE HEREOF, (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO
ENTER INTO THE CREDIT AGREEMENT AND THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN. 
 [SIGNATURE PAGES
FOLLOW] 
  

  
 14 








 IN WITNESS WHEREOF, the Borrowers have each caused this Note to be duly executed as of the date
set forth above. 
 Borrowers: 

 

			
	 SPORTSMAN’S WAREHOUSE, INC.,
 a
Utah corporation

		
	By:	 	/s/ Kevan Talbot
	Name: Kevan Talbot
	Title: Chief Financial Officer


  

			
	 SPORTSMAN’S WAREHOUSE

SOUTHWEST, INC., a California corporation

		
	By:	 	/s/ Kevan Talbot
	Name: Kevan Talbot
	Title: Chief Financial Officer


  

			
	 MINNESOTA MERCHANDISING CORP.,
 a
Minnesota corporation

		
	By:	 	/s/ Kevan Talbot
	Name: Kevan Talbot
	Title: Chief Financial Officer


  

			
	 PACIFIC FLYWAY WHOLESALE, LLC,
 a
Delaware limited liability company

	
	by Sportsman’s Warehouse, Inc., its sole member
		
	By:	 	/s/ Kevan Talbot
	Name: Kevan Talbot
	Title: Chief Financial Officer


 Signature Page to Swing Line Loan Note 

  
 15 








 EXHIBIT D 

Form of Compliance Certificate 

COMPLIANCE CERTIFICATE 

Date of Certificate:                    

  

	To:	Wells Fargo Retail Finance, LLC, as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of May     , 2010 (as amended, modified, supplemented or restated and in
effect from time to time, 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 other 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 RETAIL FINANCE, LLC, 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. 

The undersigned, in his capacity as a duly authorized and acting Responsible Officer of the Lead Borrower, hereby certifies on behalf of the Lead Borrower and
each of the other Loan Parties as of the date hereof the following: 
  

	1.	No Defaults or Events of Default. 

  

	 	a.	Since                      (the date of the last similar certification), and except as set forth in Appendix I,
no Default or Event of Default has occurred. 

  

	 	b.	If a Default or Event of Default has occurred since                      (the date of the last similar certification),
the Loan Parties have taken or propose to take those actions with respect to such Default or Event of Default as described on said Appendix I. 

  

	2.	Rent, Taxes and Insurance. 

  

	 	a.	 Except as set forth on Appendix II, (i) all rent owing under any Leases, and all obligations and liabilities in respect of Taxes, are
current and being paid on a timely basis, and (ii) no Loan Party has received notice that any material obligations or liabilities in respect of utilities have not been timely paid or has received notice that any obligations or liabilities in
respect of insurance premiums 



  
 16 









	 	
that have not been timely paid. Appendix II describes the details of all past due payments (if any) and the steps (if any) being taken or contemplated by the Loan Parties to be taken on
account thereof. Copies of any related default, cure or late notices concerning any obligations have been enclosed herewith. 

  

	 	b.	Appendix II describes the details of any new Store openings, or closings of any Store, since the date of the last similar certification. 


 

	3.	Intellectual Property. Since                      (the date of the last similar certification), and except as
set forth in Appendix III, no Loan Party has acquired any additional material Intellectual Property. 

  

	4.	Financial Statements. 

 [Use following paragraph (a) for
fiscal year-end deliveries pursuant to Section 6.01(a) of the Credit Agreement] 
  

	 	a.	Attached hereto as Appendix IV are the Consolidated and, if requested by Administrative Agent, consolidating balance sheet of the Parent and its Subsidiaries as at the end of Fiscal Year
                     required by Section 6.01(a) of the Credit Agreement, and the related consolidated, and if so requested, consolidating
statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with
GAAP, together with a report and unqualified opinion of a Registered Public Accounting Firm reasonably acceptable to the Administrative Agent, prepared in accordance with generally accepted auditing standards and not subject to any “going
concern” or like qualification or exception or any qualification or exception as to the scope of such audit. The below Responsible Officer of the Lead Borrower hereby certifies that such statements are fairly stated in all material respects
when considered in relation to the consolidated financial statements of the Parent and its Subsidiaries; 

 [Use following
paragraph (b) for fiscal quarter-end deliveries pursuant to Section 6.01(b) of the Credit Agreement] 
  

	 	b.	 Attached hereto as Appendix IV is the Consolidated and, if requested by Administrative Agent, consolidating balance sheet of the Parent and its
Subsidiaries as at the end of Fiscal Quarter                     , and the related consolidated, and if so requested, consolidating statements of
income or operations, Shareholders’ Equity and cash flows for such Fiscal Quarter and for the portion of the Parent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth in
the projections delivered pursuant to Section 6.01(d) Credit Agreement, (B) the corresponding Fiscal Quarter of the previous Fiscal Year and (C) the corresponding portion of




  
 17 









	 	
the previous Fiscal Year, all in reasonable detail, such Consolidated statements certified by the below Responsible Officer of the Lead Borrower as fairly presenting the financial condition,
results of operations, Shareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. The
below Responsible Officer of the Lead Borrower further certifies that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Parent and its Subsidiaries;


 [Use following paragraph (c) for month-end deliveries pursuant to 6.01(c) of the Credit Agreement] 

 

	 	c.	Attached hereto as Appendix IV is the consolidated and, if requested by Administrative Agent, consolidating balance sheet of the Parent and its Subsidiaries as at the end of Fiscal Month
                    , and the related consolidated, and if so requested, consolidating statements of income or operations, Shareholders’ Equity
and cash flows for such Fiscal Month, and for the portion of the Parent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to
Section 6.01(d) of the Credit Agreement, (B) the corresponding Fiscal Month of the previous Fiscal Year and (C) the corresponding portion of the previous fiscal year, all in reasonable detail. The below Responsible Officer of
the Lead Borrower hereby certifies such statements as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Month in accordance with
GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and it is further certified by the below Responsible Officer of the Lead Borrower that such statements are fairly stated in all material respects when considered
in relation to the consolidated financial statements of the Parent and its Subsidiaries; 

  

	 	d.	No Material Accounting Changes, Etc. 

 The financial statements furnished to the
Administrative Agent for the [Fiscal Year/Fiscal Quarter/Fiscal Month] ending                      were prepared in accordance with GAAP and present
fairly in all material respects the financial condition, results of operations and cash flows of the Parent and its Subsidiaries, as of the end of the period(s) covered, subject only to, with respect to the quarterly financial statements, normal
year-end audit adjustments and the absence of footnotes. 
  

	 	e.	 Except as set forth in Appendix V, there has been no change in GAAP used in the preparation of the financial statements furnished to the
Administrative Agent for 



  
 18 









	 	
the [Fiscal Year/Fiscal Quarter/Fiscal Month] ending                     . If any such change
has occurred, a statement of reconciliation conforming such financial statements to GAAP is attached hereto in Appendix V. 


[Omit the following Section 5 for month end deliveries pursuant to 6.01(c) of the Credit Agreement] 

 

	5.	Management Analysis. Attached hereto as Appendix VI is a copy of the discussion and analysis prepared by the management of the Lead Borrower with respect to the financial statements delivered herewith.



  
 19 








 IN WITNESS WHEREOF, a duly authorized and acting Responsible Officer of the Lead Borrower, on behalf of the Lead
Borrower and each of the other Loan Parties, has duly executed this Compliance Certificate as of             , 20    . 

Lead Borrower: 
  

			
	SPORTSMAN’S WAREHOUSE, INC.,
	a Utah corporation
		
	By:	 	  

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer



  
 20 








 APPENDIX I 

Except as set forth below, no Default or Event of Default has occurred. [If a Default or Event of Default has occurred, the following describes the nature of
the Default or Event of Default in reasonable detail and the steps, if any, being taken or contemplated by the Loan Parties to be taken on account thereof.] 

  
 21 








 APPENDIX II 

Except as set forth below, (i) all rent owing under any Leases, and all obligations and liabilities in respect of Taxes, are current and
being paid on a timely basis and (ii) no Loan Party has received notice that any material obligations or liabilities in respect of utilities have not been timely paid or has received notice that any obligations or liabilities in respect of
insurance premiums that have not been timely paid. [If any obligations and liabilities of the Loan Parties in respect of rent, utilities, Taxes and/or insurance premiums are not current, the following describes the details of all past due payments
(if any) and the steps (if any) being taken or contemplated by the Loan Parties to be taken on account thereof.] 
 Details of any new Store
openings, or closings of any Store. 

  
 22 








 APPENDIX III 

[Intellectual Property] 

  
 23 








 APPENDIX IV 

[Financial Statements] 

  
 24 








 APPENDIX V 

[GAAP Changes] 

  
 25 








 APPENDIX VI 

[Management Analysis] 

  
 26 








 EXHIBIT E 

Form of Assignment and Assumption 

ASSIGNMENT AND ASSUMPTION 
 Reference is
made to the Credit Agreement, dated as of             , 2010 (as amended, modified, supplemented or restated and in effect from time to time, 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 RETAIL FINANCE, LLC, as Administrative
Agent, Collateral Agent and Swing Line Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

                          
               (the “Assignor”) and
                                         (the
“Assignee”) agree as follows: 
  

	6.	The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations as a Lender under the Credit
Agreement as of the date hereof (including, without limitation, such interest in each of the Assignor’s outstanding Commitments, if any, and the Loans (and related Obligations) owing to it) specified in Section 1 of Schedule I
hereto. After giving effect to such sale and assignment, the Assignor’s and the Assignee’s Commitments and the amount of the Loans owing to the Assignor and the Assignee and the amount of Letters of Credit participated in by the Assignor
and the Assignee will be as set forth in Section 2 of Schedule I hereto. 

  

	7.	 The Assignor: (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any Liens and that it is legally authorized to enter into this Assignment and Assumption; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements,
warranties or representations made in, or in connection with, the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto, or (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or the performance or observance by any Loan Party of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument




  
 27 









	 	
or document furnished pursuant thereto; and (d) confirms, in the case of an Assignee who is not a Lender, an Affiliate of a Lender, or an Approved Fund, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the Assignor subject to this Assignment and Assumption, is not less than
$10,000,000.00, or, if less, the entire remaining amount of the Assignor’s Commitment and the Loans at any time owing to it, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Lead
Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 

  

	8.	 The Assignee: (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to
in Section 6.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (b) agrees that it will, independently and without
reliance upon any Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement;
(c) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agents by the terms thereof, together with such powers as are reasonably incidental
thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which, by the terms of the Credit Agreement, are required to be performed by it as a Lender; (e) specifies as its lending office (and address
for notices) the office set forth beneath its name on the signature pages hereof; (f) agrees that, if the Assignee is a Foreign Lender entitled to an exemption from, or reduction of, withholding tax under the law of the jurisdiction in which
any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, the Assignee shall deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) whichever
of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (ii) duly completed copies of
Internal Revenue Service Form W-8ECI, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (A) a certificate to the effect that such Foreign Lender is not
(1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (B) duly completed copies of Internal Revenue Service Form W-8BEN, or (iv) any other form prescribed by applicable Law as a basis for claiming exemption from, or a
reduction in, United States Federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Lead Borrower to determine the withholding or




  
 28 









	 	
deduction required to be made; and (g) represents and warrants that it is an Eligible Assignee. 


 

	9.	Following the execution of this Assignment and Assumption by the Assignor and the Assignee, it will be delivered, together with a processing and recordation fee in the amount, if any, required as set forth in
Section 10.06 to the Credit Agreement, to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Assumption shall be the date of acceptance thereof by the Administrative
Agent, unless otherwise specified on Schedule I hereto (the “Effective Date”). 

  

	10.	Upon such acceptance and recording by the Administrative Agent and, to the extent required by Section 10.06(b)(iii) of the Credit Agreement, consent by the Administrative Agent, the Lead Borrower, the L/C Issuer
and/or the Swing Line Lender, as applicable (such consent not to be unreasonably withheld or delayed), from and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned by
this Assignment and Assumption, shall have the rights and obligations of a Lender under the Credit Agreement, and (b) the Assignor shall, to the extent of the interest assigned by this Assignment and Assumption, be released from its obligations
under the Credit Agreement. 

  

	11.	Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to
the Effective Date directly between themselves. 

  

	12.	This Assignment and Assumption shall be governed by, and be construed in accordance with, the laws of the State of New York. 


[SIGNATURE PAGE FOLLOWS] 

  
 29 








 IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed
by their respective officers thereunto duly authorized, as of the date first above written. 
  

			
	[ASSIGNOR]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[ASSIGNEE]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Lending Office (and address for notices):
	
	[Address]


 Accepted this      day 

of             ,         : 

 

			
	WELLS FARGO RETAIL FINANCE, LLC
	as Administrative Agent
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 30 








 Acknowledged and, to the extent required by Section 10.06(b)(i)(B) or Section 10.06(b)(iii) of the
Credit Agreement, consented to, this      day of             ,         : 

 

			
	ADMINISTRATIVE AGENT:
	
	WELLS FARGO RETAIL FINANCE, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 31 








 Acknowledged and, to the extent required by Section 10.06(b)(i)(B) or Section 10.06(b)(iii) of the
Credit Agreement, consented to, this      day of             ,         : 

 

			
	LEAD BORROWER:
	
	 SPORTSMAN’S WAREHOUSE, INC.,
 a
Utah corporation

		
	By:	 	  

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer


  
 32 








 Acknowledged and, to the extent required by Section 10.06(b)(iii) of the Credit Agreement, consented to,
this      day of             ,         : 
  

			
	L/C ISSUER:
	
	WELLS FARGO BANK, N.A.
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 33 








 Acknowledged and, to the extent required by Section 10.06(b)(iii) of the Credit Agreement, consented to,
this      day of             ,         : 
  

			
	SWING LINE LENDER:
	
	WELLS FARGO RETAIL FINANCE, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 34 








 Schedule I 

to 
 Assignment and Assumption

  

	Section 1.	Percentage/Amount of Commitments/Loans/Letters of Credit Assigned by Assignor to Assignee. 

  

					
	 Applicable Percentage assigned by Assignor:
	  	 	%	  
		
	 Commitment assigned by Assignor:
	  	$	            	  
		
	 Aggregate Outstanding Principal Amount of Loans assigned by Assignor:
	  	$	 	  
		
	 Aggregate Participations assigned by Assignor in L/C Obligations:
	  	$	 	  

  

	Section 2.	Percentage/Amount of Commitments/Loans/Letters of Credit Held by Assignor and Assignee after giving effect to Assignment and Assumption. 


 

					
	 Assignor’s Applicable Percentage
	  	 	%	  
		
	 Assignee’s Applicable Percentage:
	  	 	%	  
		
	 Assignor’s Commitment:
	  	$	 	  
		
	 Assignee’s Commitment:
	  	$	 	  
		
	 Aggregate Outstanding Principal Amount of Loans Owing to Assignor:
	  	$	 	  
		
	 Aggregate Outstanding Principal Amount of Loans Owing to Assignee:
	  	$	 	  
		
	 Aggregate Participations by Assignor in L/C Obligations:
	  	$	 	  
		
	 Aggregate Participations by Assignee in L/C Obligations:
	  	$	            	  

 Section 3. 
  

					
	 Effective Date:
	  	 	            ,        	  


  
 35 








 EXHIBIT F 

Form of Joinder Agreement 

JOINDER AGREEMENT 
 This JOINDER AGREEMENT
(this “Joinder”) is made as of [                    ], by and among: 

[                    ], a

 [                    ] (the
“New 
 [Borrower/Guarantor]”), with its principal executive offices at 

[                    ]; and 

WELLS FARGO RETAIL FINANCE, LLC, as Administrative Agent and Collateral Agent; 

in consideration of the mutual covenants herein contained and benefits to be derived herefrom. 

W I T N E S S E T H : 
 A. Reference is made to a
certain Credit Agreement, dated as of May     , 2010 (as amended, modified, supplemented or restated and in effect from time to time, 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, (ii) the Borrowers (individually, an “Existing Borrower” and, collectively
with the Lead Borrower, the “Existing Borrowers”), (iii) the Guarantors from time to time party thereto (individually, an “Existing Guarantor” and collectively, the “Existing Guarantors”),
(iv) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (v) Wells Fargo Retail Finance, LLC, as Administrative Agent, Collateral Agent and Swing
Line Lender. All capitalized terms used herein, and not otherwise defined herein, shall have the meanings assigned to such terms in the Credit Agreement. 

B. The New [Borrower/Guarantor] desires to become a party to, and be bound by the terms of, the Credit Agreement and the other Loan Documents in the same
capacity and to the same extent as the Existing [Borrowers/Guarantors] thereunder. 
 C. Pursuant to the terms of the Credit Agreement, in order for the New
[Borrower/Guarantor] to become party to the Credit Agreement and the other Loan Documents as provided herein, the New [Borrower/Guarantor] and the Existing Borrowers and Existing Guarantors are required to execute this Joinder. 

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows: 
  

	13.	 Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New [Borrower/Guarantor] hereby acknowledges that the
New 



  
 36 









	 	
[Borrower/Guarantor] has received and reviewed a copy of the Credit Agreement and the other Loan Documents, and hereby: 


 

	 	a.	joins in the execution of, and becomes a party to, the Credit Agreement and the other Loan Documents as a [Borrower/Guarantor] thereunder, as indicated with its signature below; 


 

	 	b.	covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a [Borrower/Guarantor] under the Credit Agreement and the other Loan Documents as of the date hereof (other than
covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New [Borrower/Guarantor] was a signatory to the Credit Agreement and the other Loan Documents and
was expressly named as a [Borrower/Guarantor] therein; 

  

	 	c.	makes all representations, warranties, and other statements of a Borrower/Guarantor] under the Credit Agreement and the other Loan Documents, as of the date hereof (other than representations, warranties and other
statements that relate solely to an earlier date), in each case, with the same force and effect as if such New [Borrower/Guarantor] was a signatory to the Credit Agreement and the other Loan Documents and was expressly named as a
[Borrower/Guarantor] therein; 

  

	 	d.	assumes and agrees to perform all applicable duties and Obligations of the Existing [Borrowers/Guarantors] under the Credit Agreement and the other Loan Documents. 


 

	14.	Supplemental Schedules. To the extent that any changes in any representations, warranties, and covenants require any amendments to the schedules to the Credit Agreement or any of the other Loan Documents, such
schedules are hereby updated, as evidenced by any supplemental schedules (if any) annexed to this Joinder. 

  

	15.	Ratification of Loan Documents. Except as specifically amended by this Joinder and the other documents executed and delivered in connection herewith, all of the terms and conditions of the Credit Agreement and
of the other Loan Documents shall remain in full force and effect as in effect prior to the date hereof, without releasing any Loan Party thereunder or Collateral therefor. 


 

	16.	Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following conditions precedent have been fulfilled to the reasonable satisfaction of the Administrative Agent:


  

	 	a.	This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. 


  
 37 









	 	b.	All action on the part of the New [Borrower/Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Guarantor] and the other Loan Parties of this Joinder
and all other documentation, 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 New [Borrower/Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably
satisfactory to the Administrative Agent: 

  

	 	i.	Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. 


 

	 	ii.	A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit
Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Organization Documents. 


 

	 	iii.	Execution and delivery by the New [Borrower/Guarantor] of the following Loan Documents: 

  

	 	a)	[Joinders to the Notes, as applicable]; 

  

	 	b)	[Joinder to the Security Documents, as applicable]; 

  

	 	c)	[Joinder to the Facility Guaranty, as applicable]; 

  

	 	d)	[Blocked Account Agreement with                     ]; and 


 

	 	e)	Such other documents and agreements as the Administrative Agent or the Collateral Agent may reasonably require. 

  

	 	d.	Upon the request of the Administrative Agent in its sole discretion, the Administrative Agent shall have received a written legal opinion of the New [Borrower’s/Guarantor’s] counsel, addressed to the
Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower/Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably
request. 


  
 38 









	 	e.	The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the
Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent.


  

	 	f.	All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees
and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower/Guarantor]. 

  

	 	g.	The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request. 


 

	17.	Miscellaneous.  

  

	 	a.	This Joinder may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Joinder by telecopy shall be as effective as delivery of a manually executed counterpart of this Joinder. 


 

	 	b.	This Joinder expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.


  

	 	c.	Any determination that any provision of this Joinder or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such
provision in any other instance, or the validity, legality or enforceability of any other provisions of this Joinder. 

  

	 	d.	To the extent not paid by the New [Borrower/Guarantor] pursuant to Section 4(f) above, the Existing Borrowers and Existing Guarantors shall, within ten (10) Business Days after demand therefor, pay all
reasonable fees and other Credit Party Expenses of the Agents and the other Credit Parties, including, without limitation, all reasonable attorneys’ fees, in connection with the preparation, negotiation, execution and delivery of this Joinder
and the other documents, instruments and agreements required pursuant to Section 4 of this Joinder. 

  

	 	e.	 The New [Borrower/Guarantor] warrants and represents that the New [Borrower/Guarantor] is not relying on any representations or warranties of the




  
 39 









	 	
Administrative Agent, the Collateral Agent or the other Credit Parties or their counsel in entering into this Joinder. 


 

	 	f.	THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 


[SIGNATURE PAGES FOLLOW] 

  
 40 








 IN WITNESS WHEREOF, each of the undersigned has caused this Joinder to be duly executed and
delivered by its proper and duly authorized officer as of the date set forth below. 
  

			
		 	New [Borrower/Guarantor]:
	
	[                                   
     ]
		
	By:	 	  

	Name:	 	
	Title:	 	
		
		 	Administrative Agent:
		
		 	WELLS FARGO RETAIL FINANCE, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
		
		 	Collateral Agent:
	
	WELLS FARGO RETAIL FINANCE, LLC
		
	By:	 	  

	Name:	 	
		 	Title:



  
 41 








 Acknowledged and Agreed: 
  

			
	Existing Borrowers:
	
	 SPORTSMAN’S WAREHOUSE, INC.,
 a
Utah corporation

		
	By:	 	  

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

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer
	
	 MINNESOTA MERCHANDISING CORP.,
 a
Minnesota corporation

		
	By:	 	  

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer
	
	 PACIFIC FLYWAY WHOLESALE, LLC,
 a
Delaware limited liability company
  
 by Sportsman’s Warehouse, Inc., its sole
member

		
	By:	 	  

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer


  
 42 








 Existing Guarantor: 
  

			
	SPORTSMAN’S WAREHOUSE HOLDINGS, INC.,
	a Utah corporation
		
	By:	 	  

	Name:	 	Kevan Talbot
	Title:	 	Chief Financial Officer


  
 43 








 Exhibit G 

Borrowing Base Certificate 

[See attached] 

  
 44 









																					
	 Sportsman’s Warehouse, Inc.
	  				  				 	 	As of Date:	  	 				  	 	5/22/2010	  
	 Borrowing Base Certificate
	  				  				 	 	Certificate 	# 	 				  	 	1	  
						
	 Credit Card Receivables
	  				  				 				 				  			
	 Credit Card Receivables as of:
	  				  				 	 	5/22/2010	  	 				  	$	—  	  
	 Less: Outstanding Credit Card Fees
	  				  				 				 				  	 	—  	  
		  				  				 				 				  	  
	  
	 
	 Eligible Credit Card Receivables
	  				  				 				 				  	$	—  	  
	 Advance Rate
	  				  				 				 				  	 	85.0	% 
	 Total Credit Card Receivables Availability
	  				  				 				 				  	$	—  	  
						
	 Trade Receivables
	  				  				 				 				  			
	 Trade Receivables as of:
	  				  				 	 	5/22/2010	  	 				  	$	—  	  
	 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
	  				  				 				 	 	—  	  	  	$	—  	  
	 Net Markups
	  				  				 				 	 	—  	  	  	 	—  	  
	 Freight
	  				  				 				 	 	—  	  	  	 	—  	  
	 Inventory Adjustments
	  				  				 				 	 	—  	  	  	 	—  	  
		  				  				 				 	  
	  
	 	  	  
	  
	 
	 Available for Sale
	  				  				 				 	 	—  	  	  	 	—  	  
	 Less: Sales/Cost of Good Sold
	  				  				 				 	 	—  	  	  	 	—  	  
	 Net Markdowns
	  				  				 				 	 	—  	  	  	 	—  	  
		  				  				 				 	  
	  
	 	  	  
	  
	 
	 Ending Inventory as of:
	  				  				 	 	5/22/2010	  	 	$	—  	  	  	$	—  	  
	 Less Ineligibles:
	  				  				 				 				  			
	 Shrink Reserve (.85% of Ending Inventory
	  				  				 				 				  	 	—  	  
	 Duck Stamps (Dept #23)
	  				  				 				 				  	 	—  	  
	 Retail Below Cost
	  				  				 				 				  	 	—  	  
	 Store Supplies (Dept #60)
	  				  				 				 				  	 	—  	  
	 Shop Parts, Headquarter Inv, Licenses (Dept #6, 101 & 21)
	  				  				 				 				  	 	—  	  
	 Internet Inventory
	  				  				 				 				  	 	—  	  
	 Total Ineligibles
	  				  				 				 				  	$	—  	  
		  				  				 				 				  	  
	  
	 
	 Eligible Retail Inventory
	  				  				 				 				  	$	—  	  
	 Advance Rate (85% of NOLV capped at 75% of Cost)
	  				  	 	85.0	% 	 	 
  
	NOLV
 74.8
	  
 % 
	 				  	 	63.6	% 
	 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:
	  				  				 	 	5/22/2010	  	 	$	—  	  	  	$	—  	  
	 Less Ineligibles
	  				  				 				 				  			
	 Shrink
	  				  				 				 				  	 	—  	  
	 Store Supplies
	  				  				 				 				  	 	—  	  
	 Other Items
	  				  				 				 				  	 	—  	  
	 Total Ineligibles
	  				  				 				 				  	$	—  	  
		  				  				 				 				  	  
	  
	 
	 Eligible Wholesale Inventory
	  				  				 				 				  	$	—  	  
	 Advance Rate (85% of NOLV capped at 75% of Cost)
	  				  	 	85.0	% 	 	 
  
	NOLV
 74.8
	  
 % 
	 				  	 	63.6	% 
	 Total Wholesale Inventory Availability
	  				  				 				 				  	$	—  	  
	 Total Inventory Availability
	  				  				 				 				  	$	—  	  
	 REAL ESTATE
	  				  				 				 				  			
	 Loveland Property Fair Market Value
	  				  				 				 				  	$	—  	  
	 Advance Rate
	  				  				 				 				  	 	50.0	% 
	 Total Real Estate Availability
	  				  				 				 				  	$	—  	  
	 Gross Borrowing Base Availability
	  				  				 				 				  	$	—  	  
	 Less: Availability Reserves
	  				  	 	as of:	  	 	 	5/22/2010	  	 				  			
	 Gift Certificates/Cards (50%)
	  	 	as of:	  	  	 	5/22/2010	  	 	$	—  	  	 				  	$	—  	  
	 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 $75,000,000)
	  				  				 				 				  	$	—  	  
	 AVAILABILITY CALCULATION
	  				  				 				 				  	$	—  	  
	 Beginning Principal Balance
	  				  	 	as of:	  	 	 	5/22/2010	  	 				  	 	—  	  
	 ADD:
	  				  				 	 	Prior days advance	  	 				  	 	—  	  
	 ADD:
	  				  				 	 	Fees charged today	  	 				  	 	—  	  
	 ADD:
	  				  				 	 	Legal Fees	  	 				  	 	—  	  
	 ADD:
	  				  				 	 	Prior day’s requested lending	  	 				  	 	—  	  
	 LESS:
	  				  				 	 	Prior day’s pay down	  	 				  	 	—  	  
		  				  				 				 				  	  
	  
	 
	 Ending principal balance prior to advance request
	  				  				 				 				  	 	—  	  
	 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 Borrowing Base
	  				  				 				 				  	$	—  	  
	 Minimum Availability Covenant
	  				  				 				 				  	 	(4,000,000	) 

 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             , 2010 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), by, among others, (1) the Lead Borrower, as agent for itself and the other Borrowers party thereto, (2) the Lenders party thereto, and (3) 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 or Default (as such terms are defined in the Credit Agreement) has
occurred and is continuing. 
  

			
	 Responsible Officer
	  	 


  
 45 








 EXHIBIT H 

Form of DDA Notification 

PREPARE ON OBLIGOR LETTERHEAD - ONE FOR EACH DEPOSITORY 

                 , 2010 

 

	To:	[Name and Address of Bank] 

  

	 	Re:	[                                    
    ] 

 The Account Numbers referenced on Exhibit A annexed hereto 

Dear Sir/Madam: 
 This letter relates to the Account Numbers
referenced on Exhibit A annexed hereto and any other depository account(s) (collectively the “Account”) which
[                    ], a [                    ]
with offices at [                    ] (the “Obligor”), now or hereafter maintains with you. The term “Account” shall also
mean any certificates of deposit, investments, or other evidence of indebtedness heretofore or hereafter issued by you to or for the account of the Obligor. 

Under various agreements by and between, among others, the Obligor and Wells Fargo Retail Finance, LLC, a Delaware limited liability company having an office
at One Boston Place, 19th Floor, Boston, Massachusetts 02108, as collateral agent (in such capacity, herein the “Collateral Agent”) for its own benefit and the benefit of a
syndicate of lenders and certain other credit parties (the “Credit Parties”), the Obligor has granted to the Collateral Agent (for its own benefit and the benefit of the Credit Parties) security interests in and to, among other
things, the Obligor’s accounts, accounts receivable, inventory, and proceeds therefrom, including, without limitation, the proceeds now or hereafter deposited in the Account or evidenced thereby. Consequently, the present and all future
contents of the Account constitute the Collateral Agent’s collateral. 
 Until you receive written notification from the Collateral Agent that the
interest of the Collateral Agent and the other Credit Parties in the Accounts has been terminated, all funds from time to time on deposit in each of the Accounts, net of such minimum balance not to exceed $2,500.00, shall be transferred no less
frequently than daily only as follows: 
 (a) By standing wire transfer to: 
  

			
	Bank Name:	    	Wells Fargo Bank, NA


  
 46 









			
	Bank Address:	    	420 Montgomery Street
		    	San Francisco, CA 94104
	ABA No.:	    	121-000-248
	Account No.:	    	4945088607
	Credit to:	    	Wells Fargo Retail Finance, LLC
	Re:	    	Sportman’s Warehouse, Inc.

 or 
 (b) As you
may be otherwise instructed from time to time in writing by an officer of the Collateral Agent. 
 Upon request of the Collateral Agent, a copy of each
statement issued with respect to the Account should be provided to the Collateral Agent at the following addresses (which address may be changed upon seven (7) days’ written notice given to you by the Collateral Agent): 

Wells Fargo Retail Finance, LLC 

One Boston Place, 19th Floor 

Boston, Massachusetts 02108 

Attention: Cory Loftus 
 Re:
Sportsman’s Warehouse, Inc. 
 with a copy to: 

Wells Fargo Retail Finance, LLC 

2450 Colorado Avenue, Suite 3000 West 

Santa Monica, California 90404 

Attention: Treasury Department 

Phone: (310) 453-7300 
 Re:
Sportsman’s Warehouse, Inc. 
 You shall be fully protected in acting on any order or direction by the Collateral Agent respecting the Accounts without
making any inquiry whatsoever as to the Collateral Agent’s right or authority to give such order or direction or as to the application of any payment made pursuant thereto. Nothing contained herein is intended to, nor shall it be deemed to,
modify the rights and obligations of the Obligor and the Collateral Agent under the terms of the loan arrangement and the loan documents executed in connection therewith between, among others, the Obligor and the Collateral Agent. 

This letter may be amended only by notice in writing signed by the Obligor and an officer of the Collateral Agent and may be terminated solely by written
notice signed by an officer of the Collateral Agent. 
 [Signature page follows] 

  
 47 








 
			
	Very truly yours,
	
	[                                    
    ], as Obligor
		
	By:	 	  

	Name:	 	
	Title:	 	


  

	cc:	Wells Fargo Retail Finance, LLC 

 [Signature Page to DDA Notification] 

  
 48 








 Exhibit A 

Accounts 
 [Exhibit
A to DDA Notification] 

  
 49 








 EXHIBIT I 

Form of Credit Card Notification 

PREPARE ON BORROWER/LOAN PARTY LETTERHEAD - ONE FOR EACH PROCESSOR 

                 , 2010 

 

	To:	[Name and Address of Credit Card Processor] 

 (the “Processor”) 

 

	 	Re:	[                                    
    ] 

 Security Agreement - Assignment of Credit Card Receivables 

Dear Sir/Madam: 

[                       
                 ], a
[                                        ] (the
“Company”), among others, have recently entered into a new credit facility with WELLS FARGO RETAIL FINANCE, LLC, as agent for certain lenders (the “Secured Party”). In accordance with the terms of that credit
facility, the Company and its Subsidiaries granted to Secured Party a security interest in substantially all of the Company’s and its Subsidiaries’ now owned or hereafter acquired personal property, including, without limitation, all
rights of the Company to receive payments in respect of credit or charge card sales (“Card Sales”) processed or otherwise paid by [Name of Credit Card Processor] (the “Processor”) to the Company pursuant to
that certain [Title of Credit Card Processing Agreement] between the Processor and the Company in effect as of the date hereof (the “Agreement”). 

Pursuant to the facility and in connection with the security interest granted to the Secured Party in the Company’s rights to receive
payments in respect of the Card Sales, the Company has agreed that Secured Party shall have the right to directly collect all amounts due to the Company from the Processor. In furtherance thereof, the Company is obligated to arrange for the proceeds
of Card Sales to be routed by the Processor to a deposit account under the control of the Secured Party, regardless of the account routing instructions that are presently in place. Accordingly, by this letter the Company and the Secured Party
instruct the Processor to route, no less frequently than daily, all proceeds of Card Sales and any other amounts due to the Company from the Processor to the following deposit account (the “Account”): 

[Name of Bank] 
 ABA #
             
 Account No.
             
 For Credit to the Account of:
             

  
 50 








 All payments under the Agreement should continue to be made to the Account and to no other
account unless and until you receive written notification from Secured Party. 
 The Company acknowledges and agrees that, except as
expressly set forth herein, all of the terms of the Agreement continue to be in full force and effect. 
 The Company will indemnify and
hold harmless Processor from any and all liabilities, claims, demands, actions or judgments, including but not limited to attorneys’ fees, arising out of or resulting from the acts or omissions of the Processor, its employees, officers or
agents in complying with the terms of this letter agreement. 
 The Company and the Secured Party appreciate the Processor’s
anticipated cooperation and assistance in effectuating this change. Should you have any questions concerning this matter, please do not hesitate to contact the Company or the Secured Party at: 

 

			
	[                                    
    ]
	  
	 	
	  
	 	
	Attention:	 	
	Phone: (    )     -    
	
	 Wells Fargo Retail Finance, LLC

One Boston Place, 18th Floor
 Boston, Massachusetts 02108

Attention: Treasury Department
 Phone:
(617) 624-4400


  

			
	Very truly yours,
	
	WELLS FARGO RETAIL FINANCE, LLC
	(“Secured Party”)
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[                                    
    ]
	(“Company”)
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 51