Exhibit 10.3

Execution Version 

FIFTH AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT 

This Fifth Amendment to Credit Agreement and Third Amendment to Security Agreement (this “Amendment”) is made as of December 3, 2014, by and among: 

SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Lead Borrower”); 

the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”); 

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

the LENDERS party hereto; and 

WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent, Collateral Agent, and Swing Line Lender; 

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

W I T N E S S E T H: 

WHEREAS, reference is made to that certain Credit Agreement, dated as of May 28, 2010 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among the Loan Parties, the Lenders party thereto from time to time, and Wells Fargo Bank, National Association (as successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent, Collateral Agent and Swing Line Lender; and 

WHEREAS, the parties hereto have agreed to amend certain provisions of the Credit Agreement as set forth herein; 

NOW, THEREFORE, the parties hereto hereby agree as follows: 


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





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





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




“Aggregate Commitments” means the Commitments of all the Lenders. As of the Fifth Amendment Effective Date, the Aggregate Commitments are $135,000,000. 


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




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


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




“Maturity Date” means December 3, 2019. 

 

 




 


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





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





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




(j) Indebtedness of Parent and its Subsidiaries incurred under the Term Documents (and any Permitted Refinancing Indebtedness in respect thereof) in an aggregate principal amount not to exceed (i)(x) $160,000,000 plus (y) an amount equal to the lesser of (1) the sum of all Incremental Term Loans made in accordance with the terms of Section 2.22 of the Term Credit Agreement (as in effect on the Fifth Amendment Effective Date) and (2) $30,000,000 minus (ii) the sum of all principal payments of the Term Loans; 


	
(e)
	
By deleting the definition of “Term Agent” in its entirety therefrom and substituting in its stead the following new definition: 




“Term Agent” means Cortland Capital Market Services LLC, as administrative agent and collateral agent under the Term Documents or any future administrative agent or collateral agent under the Term Documents and party to the Intercreditor Agreement. 


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




 

 


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




“Fifth Amendment Fee Letter” means the letter agreement, dated as of the Fifth Amendment Effective Date, by and among the Borrowers and the Administrative Agent. 

“Fifth Amendment Effective Date” means December 3, 2014. 


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




Provided no Default then exists or would arise therefrom, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time after June 3, 2017, request increases in the Aggregate Commitments by a total aggregate amount not exceeding $15,000,000. 


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





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





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





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





	
(a)
	
By deleting each reference to “45%” set forth in Section 6.10(b) of the Credit Agreement and substituting in its stead the phrase “35%”. 





	
(b)
	
By deleting each reference to “25%” set forth in Section 6.10(b) of the Credit Agreement and substituting in its stead the phrase “20%”. 




 

2




 


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





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





	
7.
	
Schedules to Credit Agreement. Each of the following schedules to the Credit Agreement is hereby amended by deleting such schedule in its entirety and restating it in its entirety in the form of the corresponding schedule in Exhibit A attached hereto: Schedules 1.01(a), 2.01, 5.01, 5.05, 5.06, 5.08(b)(1), 5.08(b)(2), 5.09, 5.10, 5.13, 5.17, 5.18, 5.21(a), 5.21(b), 5.24, 7.01, 7.02 and 7.03. 





	
8.
	
Amendments to Security Agreement. The Security Agreement is hereby amended as follows: 





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





	
(b)
	
By amending and restating the first sentence of Section 3.4(c)(ii)(B) thereof in its entirety as follows: 




Each interest in any limited liability company or limited partnership which is a Subsidiary of Parent (including, without limitation, the Lead Borrower) and pledged hereunder is not certificated or treated as a security pursuant to Section 8-103 of the UCC and each Pledgor covenants and agrees that it shall not take any action that causes or otherwise permits an interest in a limited liability company or limited partnership which is pledged hereunder to be certificated or treated as a security pursuant to Section 8-103 of the UCC; provided, that if any Pledgor takes any action in violation of the foregoing provisions of this Section 3.04(c)(ii)(B), such Pledgor shall promptly notify the Collateral Agent in writing of such action and, in such event, shall take all actions required by Section 5.1 and requested by the Collateral Agent with respect to such limited liability company or limited partnership interests 


	
(c)
	
By adding the following new clauses (vii) and (viii) in Section 5.2 as follows: 




(vii) Each Pledgor hereby authorizes and instructs each issuer of any Securities Collateral pledged by such Pledgor hereunder to comply with any instruction regarding Collateral Agent’s rights under this Section 5.2 without any other or further instructions from such Pledgor, and each Pledgor agrees that each issuer shall be fully protected in so complying and shall have no duty or right to inquire as to the Collateral Agent’s authority to give such instruction, including the payment of any dividends or other payments with respect to the Securities Collateral directly to the Collateral Agent. 

(viii) Each Pledgor hereby grants to Collateral Agent or its nominee, on behalf of Secured Parties, an irrevocable proxy until such time as all Obligations are paid in full, in cash, to exercise all voting and membership rights relating to the Securities Collateral in any instance, which proxy shall be coupled with an interest and only be exercisable upon the occurrence and during the continuance of an Event of Default.  Each Pledgor covenants and agrees that prior to the expiration of such irrevocable proxy pursuant to applicable law, such Pledgor will reaffirm such irrevocable proxy in a manner reasonably satisfactory to the Collateral Agent. Upon the reasonable request of Collateral Agent, such Pledgor agrees to deliver to Collateral Agent, on behalf of Collateral Agent and the other Secured Parties, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Securities Collateral as Collateral Agent may reasonably request.


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





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





	
9.
	
Ratification of Loan Documents. Except as otherwise expressly provided herein, all terms and conditions of the Credit Agreement, the Security Agreement, the Facility Guaranty and the other Loan Documents remain in full force and effect. The Loan Parties hereby ratify, confirm, and reaffirm that all representations and warranties of the Loan Parties contained in the Credit Agreement, the Security Agreement and each other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that (x) such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects on and as of such earlier date, or (y) such representations and warranties are subject to “materiality” or “Material Adverse Effect” or similar language, in which case they are true and correct in all 




 

3




 


		
respects. The Guarantors hereby acknowledge, confirm and agree that the Guaranteed Obligations of the Guarantors under, and as defined in, the Facility Guaranty include, without limitation, all Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, as such Obligations have been amended pursuant to this Amendment. The Loan Parties hereby acknowledge, confirm and agree that the Security Documents and any and all Collateral previously pledged to the Collateral Agent, for the benefit of the Credit Parties, pursuant thereto, shall continue to secure all applicable Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents. 





	
10.
	
Conditions to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: 





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





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





	
(c)
	
(i) The Term Loan Agreement shall have been entered into and shall be in form and substance satisfactory to the Administrative Agent, and contemporaneously herewith, the Borrowers shall have received at least $160,000,000 of gross proceeds from the term loan made pursuant to the Term Loan Agreement, (ii) a Responsible Officer of the Lead Borrower shall have delivered a certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, which certificate shall attach the Term Loan Agreement, any related documents and all other Term Documents and certify that such documents are true, correct and complete copies of all Term Documents, and (iii) the Term Loan Agreement shall be in full force and effect and no “Default” or “Event of Default” (each as defined in the Term Loan Agreement) shall exist, or would result from the consummation of the transactions hereunder. 





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





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





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





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





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





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




 

4




 


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





	
11.
	
Post-Fifth Amendment Effective Date Covenants. The Loan Parties hereby covenant and agree as follows: 





	
(a)
	
Within thirty (30) days after the Fifth Amendment Effective Date, the Loan Parties shall deliver to the Agents such endorsements in respect of casualty and liability insurance naming the Collateral Agent as lender’s loss payee or additional insured, as applicable, and notice of cancellation endorsements, in each case, to the extent required under Section 6.07 of the Credit Agreement, each in form and substance satisfactory to the Agents. 





	
(b)
	
Within sixty (60) days after the Fifth Amendment Effective Date, the Loan Parties shall deliver to the Collateral Agent such Blocked Account Agreements and Securities Account Control Agreements, or amendments thereto, as may be reasonably required by the Collateral Agent, together with evidence of termination of all Liens in favor of the Term Agent (as defined in the Credit Agreement as in effect immediately prior to the Fifth Amendment Effective Date) with respect to DDAs and Securities Accounts, in each as in form and substance reasonably satisfactory to the Collateral Agent and duly executed by the parties thereto. 





	
(c)
	
In the event that the real property located in Williston, North Dakota constitutes a Material Real Property (as defined in the Security Agreement) owned by the Lead Borrower on or after June 30, 2015, the Loan Parties shall promptly (but in no event later than July 15, 2015) deliver to the Collateral Agent a duly executed Mortgage together with all other items required pursuant to Section 6.20 of the Credit Agreement with respect to such real property. 




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


	
12.
	
Representations and Warranties. To induce the Credit Parties to enter into this Agreement, each Loan Party represents and warrants to the Administrative Agent and the other Credit Parties that: 





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





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





	
(c)
	
After giving effect to the transactions contemplated by this Amendment and the Term Documents, the Loan Parties, on a Consolidated basis, are and will be Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Amendment or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party. 





	
(d)
	
There has been no event or circumstance since February 1, 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. 





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





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





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




 

5




 


	
13.
	
Miscellaneous. 





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





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





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





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





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





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




[SIGNATURE PAGES FOLLOW] 

 

 

 

 

6




 

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

 


	
SPORTSMAN’S WAREHOUSE, INC., a Utah

corporation, as Lead Borrower and as a Borrower

	
 

By:
	
 

/s/ Kevan Talbot

	
Name:
	
Kevan Talbot

	
Title:
	
Chief Financial Officer




 


	
SPORTSMAN’S WAREHOUSE SOUTHWEST,

INC., a California corporation, as a Borrower

	
 

By:
	
 

/s/ Kevan Talbot

	
Name:
	
Kevan Talbot

	
Title:
	
Chief Financial Officer




 


	
MINNESOTA MERCHANDISING CORP., a

Minnesota corporation, as a Borrower

	
 

By:
	
 

/s/ Kevan Talbot

	
Name:
	
Kevan Talbot

	
Title:
	
Chief Financial Officer




 


	
PACIFIC FLYWAY WHOLESALE, LLC, a

Delaware limited liability company, as a Borrower

	
 

By:
	
 

Sportsman’s Warehouse, Inc., its Sole

Member


	
 

By:
	
 

/s/ Kevan Talbot

	
Name:
	
Kevan Talbot

	
Title:
	
Chief Financial Officer




 


	
SPORTSMAN’S WAREHOUSE

DEVELOPMENT I, LLC, a Delaware limited liability
company, as a Borrower


	
 

By:
	
 

Sportsman’s Warehouse, Inc., its Sole

Member


	
By:
	
/s/ Kevan Talbot

	
Name:
	
Kevan Talbot

	
Title:
	
Chief Financial Officer




 


	
SPORTSMAN’S WAREHOUSE HOLDINGS,

INC., a Delaware corporation, as a Guarantor


	
 

By:
	
 

/s/ Kevan Talbot

	
Name:
	
Kevan Talbot

	
Title:
	
Chief Financial Officer




 

 





Signature Page to Fifth Amendment to Credit Agreement




 


	
WELLS FARGO BANK, NATIONAL

ASSOCIATION (as successor by merger to Wells
Fargo Retail Finance, LLC), as Administrative

Agent, Collateral Agent, Lender and Swing Line

Lender


	
 

By:
	
 

/s/ Peter A. Foley

	
Name:
	
Peter A. Foley

	
Title:
	
Duly Authorized Signatory




 

 

 

Signature Page to Fifth Amendment to Credit Agreement




 

Schedule I 

Borrowers other than the Lead Borrower 

Sportsman’s Warehouse Southwest, Inc. 

Minnesota Merchandising Corp. 

Pacific Flyway Wholesale, LLC 

Sportsman’s Warehouse Development I, LLC 

 

 

 

 




 

Schedule II 

Guarantors 

Sportsman’s Warehouse Holdings, Inc., a Delaware corporation 

 

 

 

 




 

Execution Version

 

Exhibit A 

Updated Schedules to Credit Agreement 

[see attached] 

 

 

 




 

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 

Sportsman’s Warehouse Development I, LLC, a Delaware limited liability company 

 

 

 




 

SCHEDULE 2.01 

Commitments and Applicable Percentages 

 


	
Lender
	
  
	
Commitment
	
  
	
Applicable Percentage

	
Wells Fargo Bank, National
Association
	
  
	
$135,000,000
	
  
	
100%

	
TOTAL
	
  
	
$135,000,000
	
  
	
100%




 

 

 




 

Disclosure Schedule 5.01 

Loan Parties’ Organizational Information 

 


	
Name of Loan Party
	
  
	
Type of
Organization
	
  
	
Jurisdiction
of
Organization 
	
  
	
State
Organizational
ID Number
	
  
	
Federal

Tax ID
Number

	
Sportsman’s Warehouse Holdings, Inc.
	
  
	
Corporation
	
  
	
Delaware
	
  
	
5432113
	
  
	
39-1975614

	
Sportsman’s Warehouse, Inc.
	
  
	
Corporation
	
  
	
Utah
	
  
	
991589-0142
	
  
	
87-0452614

	
Minnesota Merchandising Corp.
	
  
	
Corporation
	
  
	
Minnesota
	
  
	
678698-2
	
  
	
20-0942908

	
Sportsman’s Warehouse Southwest, Inc.
	
  
	
Corporation
	
  
	
California
	
  
	
C2888368
	
  
	
20-5218590

	
Pacific Flyway Wholesale, LLC
	
  
	
Limited Liability Company
	
  
	
Delaware
	
  
	
4739552
	
  
	
27-1088315

	
Sportsman’s Warehouse Development I, LLC
	
  
	
Limited Liability Company
	
  
	
Delaware
	
  
	
5577249
	
  
	
47-1518688




 

 

 

 




 

Disclosure Schedule 5.05 

Material Indebtedness 

None. 

 

 

 




 

Disclosure Schedule 5.06 

Litigation 

None. 

 

 

 




 

Disclosure Schedule 5.07 

Default 

None. 

 

 

 




 

Disclosure Schedule 5.08(b)(1) 

Owned Real Estate 

 


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

	
Sportsman’s Warehouse, Inc.
	
  
	
41 W. 84th Avenue, Thornton,

Colorado 80260
	
  
	
Adams
	
  
	
Outparcel1
	
  
	
None

	
Sportsman’s Warehouse, Inc.
	
  
	
Williston, ND
	
  
	
Williams
	
  
	
Store2
	
  
	
None





	
 





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





	
2 
	
The estimated market value of this property is $1,500,513.00. Additionally, Sportsman’s Warehouse, Inc. is under contract to purchase a house in Williston, ND at an estimated fair market value of $259,000. 




 

 

 




 

Disclosure Schedule 5.08(b)(2) 

Leased Real Estate 

 


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

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

14631 N. Scottsdale Road, Suite 200

Scottsdale, AZ 85254-2711

Attn: Compliance Department

Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

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

14631 N. Scottsdale Road, Suite 200

Scottsdale, AZ 85254-2711

Attn: Compliance Department

Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

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

14631 N. Scottsdale Road, Suite 200

Scottsdale, AZ 85254-2711

Attn: Compliance Department

Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

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

14631 N. Scottsdale Road, Suite 200

Scottsdale, AZ 85254-2711

Attn: Compliance Department

Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

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

14631 N. Scottsdale Road, Suite 200

Scottsdale, AZ 85254-2711

Attn: Compliance Department

Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

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

14631 N. Scottsdale Road, Suite 200

Scottsdale, AZ 85254-2711

Attn: Compliance Department

Telecopy: (480) 606-0826

Email: compliance@spiritrealty.com

	
Sportsman’s Warehouse, Inc.
	
  
	
8681 Old Seward Highway, Anchorage, AK 99515
	
  
	
Anchorage Borough
	
  
	
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




 




 


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

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

c/o Elliott Associates

901 NE Glisan Street

Portland, OR 97232

	
Sportsman’s Warehouse, Inc.
	
  
	
44402 Sterling Highway, Soldotna, AK 99669-8033
	
  
	
Kenai Peninsula Borough
	
  
	
Spirit Master Funding VIII, LLC

c/o Spirit Realty Capital

16767 N. Permeter Drive, Suite 210

Scottsdale, AZ 85260

	
Sportsman’s Warehouse, Inc.
	
  
	
1901 East Parks Highway, Wasilla, AK 99654
	
  
	
Matanuska-Susitna Borough
	
  
	
G&M Wasilla LLC (ID LLC)

c/o Hawkins Companies LLC

Attn: Legal Department

855 Broad Street, Suite 300

Boise, ID 83702-7153

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

c/o Hawkins Companies LLC

Attn: Legal Department

855 Broad Street, Suite 300

Boise, ID 83702-7153

	
Sportsman’s Warehouse Southwest, Inc. (an assignee of Sportsman’s Warehouse, Inc.)
	
  
	
1659 Hilltop Drive,

Redding, CA 96002-0240
	
  
	
Shasta
	
  
	
LEJ Properties, LLC

11400 W. Olympic Blvd., Suite 330

Los Angeles, CA 90064

	
Sportsman’s Warehouse Southwest, Inc. (an assignee of Sportsman’s Warehouse, Inc.)
	
  
	
6640 Lonetree Blvd., Rocklin, CA 95765
	
  
	
Placer
	
  
	
MGP X Properties LLC

425 California St., 11th Floor, San Francisco, CA 94104

	
Sportsman’s Warehouse, Inc.
	
  
	
555 North Chelton Road, Colorado Springs, CO 80909-5217
	
  
	
El Paso
	
  
	
750 Citadel Drive Holdings, LLC

c/o CW Capital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, MD 20814

	
Sportsman’s Warehouse, Inc.
	
  
	
2464 US Highway 6 & 50, Suite A, Grand Junction, CO 81505
	
  
	
Mesa
	
  
	
Grand Mesa Center, L.L.C. (DE LLC)

c/o THF Realty, Inc.

2127 Innerbelt Business Center Drive

Suite 200

St. Louis MO 63114

Attn: Lease Administration

	
Sportsman’s Warehouse, Inc.
	
  
	
2909 South 25th East,

Idaho Falls, ID 83405
	
  
	
Bonneville
	
  
	
William H. Ziering

P.O. Box 8435

15611 Via De Santa Fe

Rancho Santa Fe, CA 92067

	
Sportsman’s Warehouse, Inc.
	
  
	
2002 Thain Grade,

Lewiston, ID, 83501-4105
	
  
	
Nez Perce
	
  
	
McCann Ranch & Livestock Co.

Attn: William V. McCann, Jr., President

1027 Bryden Avenue

Lewiston, Idaho 83501

Telephone: (208) 743-5517

	
Sportsman’s Warehouse, Inc.
	
  
	
3797 East Fairview Avenue, Meridian, ID 83642
	
  
	
Ada
	
  
	
GS II Meridian Crossroads LLC

C/O DDR New Business Development, Department 20236, PO Box 931256, Cleveland, OH 44122




 




 


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

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

595 Millich Drive, Suite
103

Campbell CA 95008

Attn: Joel Rubnitz

Phone: (408) 871-8722

Fax: (408) 374-5953

	
Sportsman’s Warehouse, Inc.
	
  
	
1940 Bridgeview Blvd.,

Twin Falls, ID 83301
	
  
	
Twin Falls
	
  
	
Base Jumper LLC

C/O Woodbury Corporation

2733 e. Parleys Way, Suite 300

Salt Lake City, UT 84109-1662

	
Sportsman’s Warehouse, Inc.
	
  
	
2200 War Admiral Way, Suite 140,

Lexington, KY 40509
	
  
	
Lexington-Fayette
	
  
	
War Admiral Place, LLC (KY LLC)

2527 Sir Barton Way

Lexington, KY 40509

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

Lucknow, LLC

Nolin SW, LLC

Attn: James Devincenti

1 Blackfield Drive, #112

Tiburon, CA 94920

Phone: (415) 625-2158 (office)

Phone: (415) 516-3270 (cell)

	
Sportsman’s Warehouse, Inc.
	
  
	
5647 Centennial Center Boulevard,

Las Vegas, NV 89149-7104
	
  
	
Clark
	
  
	
Inland Diversified Las Vegas Centenial Gateway, L.L.C.

2901 Butterfield Road

Oak Brook, IL 60523

800-426-4713

	
Sportsman’s Warehouse, Inc.
	
  
	
3306 Kietzke Lane,

Reno, NV 89502
	
  
	
Washoe
	
  
	
Kietzke Plaza LLC (WA LLC)

Attn: Rob Rothe

3000 Northup Way

Suite 101

Bellevue, WA 98004

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

Administrative Agent

225 Sequoia Circle

Windsor, CO 80550-5807

	
Sportsman’s Warehouse, Inc.
	
  
	
4905 E. Main St.,

Farmington NM 87402-8657
	
  
	
San Juan
	
  
	
Hawkins-Smith & Christensen LLC (ID LLC)

c/o Hawkins Companies LLC

Attn: Legal Department

855 Broad Street, Suite 300

Boise, ID 83702-7153

	
Sportsman’s Warehouse, Inc.
	
  
	
1710 Delta Waters Road, Medford, OR 97504
	
  
	
Jackson
	
  
	
Crater Lake Venture, LLC (OR LLC)

Attn: Sheila Roley, Property Manager

744 Cardley Avenue, Suite 100

Medford, OR 97504




 




 


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

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

c/o Hawkins Companies LLC

Attn: Legal Department

855 Broad Street, Suite 300

Boise, ID 83702-7153

	
Sportsman’s Warehouse, Inc.
	
  
	
6241 Perimeter Drive,

Suite 101,

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

c/o Hawkins Companies
LLC

Attn: Legal Department

855 Broad Street, Suite 300

Boise, ID 83702-7153

	
Sportsman’s Warehouse, Inc.
	
  
	
1075 South University Avenue,

Provo, UT 84601
	
  
	
Utah
	
  
	
Morgan Stanley Cap I Inc

CMPTC Series 2007-HQ11 REMIC I

Bank of America, N.A.

540 W. Madison Street, Suite 1804

Chicago, IL 60661

	
Sportsman’s Warehouse, Inc.
	
  
	
7035 S. High Tech Drive, Suite 200

Midvale, UT 84047
	
  
	
Salt Lake
	
  
	
7037 South Warehouse LLC (UT LLC)

Attn: Scott A. Nielsen

6371 South Vintage Oak Lane

Salt Lake City, UT 84121

	
Sportsman’s Warehouse, Inc.
	
  
	
1137 West Riverdale Road, Riverdale, UT 84405
	
  
	
Weber
	
  
	
Cole MT Riverdale UT, LLC

2325 E Camelback Road, Suite 1100

Phoenix, AZ 85016

	
Sportsman’s Warehouse, Inc.
	
  
	
2957 East 850 North,

St. George, UT 84790
	
  
	
Washington
	
  
	
Miller Properties St. George, LLC (ID LLC)

Attn: Otto Miller

1395 Marsten Road

Burlingame, CA 94010

	
Sportsman’s Warehouse, Inc.
	
  
	
9669 South Prosperity Road,

West Jordan, UT 84081
	
  
	
Salt Lake
	
  
	
KPFN Properties, L.C.

The Ninigret Group, L.C. Manager

1700 South 4650 West

Salt Lake City, UT 84104

Attn: Randolph G. Abood, Manager

	
Sportsman’s Warehouse, Inc.
	
  
	
3550 Ferncliff Avenue N.W., Roanoke, VA 24017
	
  
	
Roanoke
	
  
	
MGB Properties VA, LLC

c/o William Calomiris Company

1112 16th Street, Suite 900

Washington, DC 20036

	
Sportsman’s Warehouse, Inc.
	
  
	
120 31st Avenue SE, Suite G, Puyallup, WA 98374
	
  
	
Pierce
	
  
	
Spire South Hill, LP

1201 Pacific Avenue, Suite 1400

Tacoma, WA 98402

	
Sportsman’s Warehouse, Inc.
	
  
	
4120 East 2nd Street,

Casper, WY 82609-2319
	
  
	
Natrona
	
  
	
GRH Casper LLC

MKJ Casper LLC

c/o Hawkins Companies LLC

Attn: Legal Department

855 Broad Street, Suite 300

Boise, ID 83702-7153

	
Sportsman’s Warehouse, Inc.
	
  
	
3745 East Lincoln Way, Cheyenne, WY 82001
	
  
	
Laramie
	
  
	
LRS Soma Investment Group, LLC

PO Box 3146

Chico, CA 95927

Attn: Peter J Schaeffer




 




 


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

	
Pacific Flyway Wholesale, LLC
	
  
	
1630 South 5070 West,

Salt Lake City, UT 84104

1680 South 5200 West, Salt
Lake City, UT 841043
	
  
	
Salt Lake
	
  
	
Natomas Meadows, LLC

1505 South Redwood Road

P.O. Box 30076

Salt Lake City, UT 84130

	
Sportsman’s Warehouse, Inc.
	
  
	
1443 South Carson Street, Carson City, NV 89701
	
  
	
Carson City
	
  
	
The Carrington Company

Attn: Lease Administrator

627 H Street

Eureka, CA 95501, 707-455-9601

	
Sportsman’s Warehouse, Inc.
	
  
	
611 Valley Mall Parkway, East Wenatchee, WA 98801
	
  
	
Chelan
	
  
	
VCG-Wenatchee Valley Mall, LLC

11611 San Vicente Boulevard, 10th Floor

Los Angeles, CA 90049

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

Attn: Steve Biggi

3825 SW Hall Boulevard

Beaverton, OR 97005

503-646-0230

	
Sportsman’s Warehouse, Inc.
	
  
	
99 E 1400 N, Logan, UT 84341
	
  
	
Cache
	
  
	
Black Sheep Land Company LLC

c/o Woodbury Corporation

2733 Parleys Way, Suite 300

Salt Lake City, UT 84109

801-485-7770

	
Sportsman’s Warehouse, Inc.
	
  
	
2214 Tschache Lane, Bozeman, MT 59715
	
  
	
Gallatin
	
  
	
Stone Ridge Partners LLC

c/o Hawkins Companies LLC

855 W. Broad St., Suite 300

Boise, ID 83702

	
Sportsman’s Warehouse, Inc.
	
  
	
2990 N. Sanders Road, Helena, MT 59601
	
  
	
Lewis and Clark
	
  
	
GRH Jenks LLC and JGH Helena LLC

c/o Hawkins Companies LLC

855 W. Broad St., Suite 300

Boise, ID 83702

	
Sportsman’s Warehouse, Inc.
	
  
	
2323 North Reserve Street, Missoula, MT 59808
	
  
	
Missoula
	
  
	
Gateway Limited Partnership

Attn: John H. Crowley

101 International Way

P.O. Box 16630

Missoula, MT 59808

	
Sportsman’s Warehouse, Inc.
	
  
	
63492 Hunnell Road, Bend, OR 97701
	
  
	
Deschutes
	
  
	
Spirit Master Funding V, LLC

c/o Spirit Realty Capital, Inc.

16767 North Perimeter Drive, Suite #210

Scottsdale, AZ 85260-1042

Attn: Danny Rosenberg

	
Sportsman’s Warehouse, Inc.
	
  
	
9401 East 82nd Avenue, Portland (Clackamas), OR 97222
	
  
	
Clackamas
	
  
	
W-NQA Holdings VI, LLC

900 N. Michigan Avenue, Suite 1900

Chicago, IL 60611

	
Sportsman’s Warehouse, Inc.
	
  
	
1260 Lancaster Drive SE, Salem, OR 97317
	
  
	
Marion
	
  
	
H&F Investments, LLC

c/o Hull Resources LP & O’Brien-Hull LP, Unit ID LMP-069

P.O. Box 2448

Portland, OR 97208-2448

503-224-6791




 




 


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

	
Sportsman’s Warehouse, Inc.
	
  
	
1405 S. 348th Street, Federal Way, WA 98003
	
  
	
King
	
  
	
Tri-Mark - Federal Way Crossings LP

c/o Trimark Petroleum, 406 

Ellingson Road, Second Floor, Pacific, WA 98047

Fana Federal Way Crossings Limited Partnership, Sunray Federal Way Crossings, LLC, and Trinaf Federal Way Crossings LLC

c/o Fana Group of Companies

10655 NE 4th Street, Suite 700

Bellevue, WA 98004

	
Sportsman’s Warehouse, Inc.
	
  
	
6603 West Canal Drive, Kennewick, WA 99336
	
  
	
Benton
	
  
	
SW Kennewick LLC

C/O David H. Malcolm, Inc,. Realtor

Suite 100

1756 Lacassie Avenue

Walnut Creek, CA 94596-7010

	
Sportsman’s Warehouse, Inc.
	
  
	
9577 Ridgetop Blvd., N.W., Suite 150, Silverdale, WA 98383
	
  
	
Kitsap
	
  
	
Alamo Silverdale, LLC

C/O Alamo Group

3201 Danville Blvd., Suite 175

Alamo, CA 94507

925-838-0604

	
Sportsman’s Warehouse, Inc.
	
  
	
11505 NE Fourth Plan Road, Vancouver, WA 98662
	
  
	
Clark
	
  
	
BRE DDR Crocodile Orchard Market Center LLC

c/o DDR Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attn: Executive Vice President - Leasing

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





	
 





	
3  
	
This location is for a powder bunker at the facility, which is part of the lease.





	
***
	
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. 




 

 

 

 




 

Execution Version 

 


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

	
Sportsman’s Warehouse Southwest, Inc. (an assignee of Sportsman’s Warehouse, Inc.)
	
  
	
765 East Avenue, Suite 170, Chico, CA 95926
	
  
	
Butte
	
  
	
North Valley Mall, LLC

Attn: David Klein

32158 Camino Capistrano, Suite A152

San Juan Capistrano, CA 92675

	
Sportsman’s Warehouse Southwest, Inc. (an assignee of Sportsman’s Warehouse, Inc.)
	
  
	
2344 Sunrise Blvd, Rancho Cordova, CA 95670
	
  
	
Sacramento
	
  
	
Conrad Rivergate, LLC

Attn: Ethan Conrad

1300 National Drive, Suite 100

Sacramento, CA 95834

	
Sportsman’s Warehouse, Inc.
	
  
	
2015 W Highway 40, Vernal, UT 84078
	
  
	
Uintah
	
  
	
Gardner Towne Center, LLC

Attn: Rulon C. Gardner

90 S. 400 W., Suite 330

Salt Lake City, UT 84101

	
Sportsman’s Warehouse, Inc.
	
  
	
321 Three Rivers Dr., Kelso, WA 98626
	
  
	
Cowlitz
	
  
	
Three Rivers Mall LLC

Attn: General Counsel

c/o Rouse Properties, Inc.

1114 Avenue of the Americas, Suite 2800

New York, N.Y. 10036

	
Sportsman’s Warehouse, Inc.
	
  
	
760 Yellowstone Ave., Pocatello, ID 83201
	
  
	
Bannock
	
  
	
FARB, LLC

PO Box 11491

Salt Lake City, UT 84147

	
Sportsman’s Warehouse Southwest, Inc. (an assignee of Sportsman’s Warehouse, Inc.)
	
  
	
Fresno, CA
	
  
	
Fresno
	
  
	
Fresno 40 Limited Partnership, LP

Attn: DeWayne Zinkin

5 E. River Park Place, Suite 203

Fresno, CA 93720

	
Sportsman’s Warehouse, Inc.
	
  
	
6720 N. Division Street

Spokane, WA 99208-3942
	
  
	
Spokane
	
  
	
Douglass Properties

Attn: Rachel Murphy

815 East Rosewood Avenue

Spokane, WA 99208

	
Sportsman’s Warehouse, Inc.
	
  
	
1863 Avalon Street

Klamath Falls, OR 97603
	
  
	
Klamath
	
  
	
Argo Klamath Two, LLC

Attn: Stephen B Jaeger

770 Tamalpais Drive, Suite 401B

Corte Madera, CA 94925

	
Sportsman’s Warehouse, Inc.
	
  
	
Flagstaff, AZ
	
  
	
Coconino
	
  
	
Evergreen-TRAX, LLC

c/o Evergreen Devco, Inc.

Attn: Laura Ortiz

2390 East Camelback Road, Suite 410

Phoenix, AZ 85016

	
Sportsman’s Warehouse, Inc.
	
  
	
1276 S US 189

Heber City, UT 84032
	
  
	
Wasatch
	
  
	
Boyer Heber City, LC

c/o The Boyer Company

90 South 400 West, Suite 200

Salt Lake City, UT 84101

	
Sportsman’s Warehouse, Inc.
	
  
	
Sheridan, CO
	
  
	
Arapahoe
	
  
	
Weingarten Miller Sheridan LLC

2600 Citadel Plaza Drive, Suite 125

Houston, TX 77008

	
Sportsman’s Warehouse, Inc.
	
  
	
Show Low, AZ
	
  
	
Navaho
	
  
	
Show Low Yale Casitas, LLC

Attn: Alan Zell

c/o Zell Commercial Real Estate Services, Inc.

5343 N. 16th Street, Suite 290

Phoenix, AZ 85016




 

 

 




 

Disclosure Schedule 5.09 

Environmental Matters 

None. 

 

 

 

 




 

Disclosure Schedule 5.10

Insurance 

Summary of insurance policies held by the Loan Parties: 

 


	
Type
	
  
	
Policy #/Period
	
  
	
Limits
	
  
	
Deductible
	
  
	
Premiums

	
Great American
	
  
	
***
	
  
	
Agent: Diversified Insurance /Carpenter  Moore

	
Directors & Officers
	
  
	
4/16/14 - 4/16/15
	
  
	
***
	
  
	
***
	
  
	
***

	
  
	
  
	
  
	
  
	
  
	
  
	
 
	
  
	
 

	
Swiss Re
	
  
	
***
	
  
	
Agent: Diversified Insurance / Carpenter Moore

	
Directors & Officers
	
  
	
4/16/14 - 4/16/15
	
  
	
***
	
  
	
***
	
  
	
***

	
  
	
  
	
 
	
  
	
 
	
  
	
 
	
  
	
  

	
Starr
	
  
	
***
	
  
	
Agent: Diversified Insurance / Carpenter Moore

	
Directors & Officers
	
  
	
4/16/14 - 4/16/15
	
  
	
***
	
  
	
***
	
  
	
***

	
  
	
  
	
 
	
  
	
  
	
  
	
  
	
  
	
  

	
AIG – Side-A Only Excess
	
  
	
***
	
  
	
Agent: Diversified Insurance / Carpenter Moore

	
Directors & Officers
	
  
	
4/16/14 - 4/16/15
	
  
	
***
	
  
	
***
	
  
	
***

	
  
	
  
	
  
	
  
	
  
	
  
	
  
	
  
	
 

	
Paragon/Lloyd’s of London
	
  
	
***
	
  
	
Agent: Diversified Insurance / Carpenter Moore

	
Employment Practices
	
  
	
4/16/14 - 4/16/15
	
  
	
***
	
  
	
***
	
  
	
***

	
 
	
  
	
  
	
  
	
 
	
  
	
 

	
Great American
	
  
	
***
	
  
	
Agent: Diversified Insurance / Carpenter  Moore

	
Fiduciary
	
  
	
4/16/14 - 4/16/15
	
  
	
***
	
  
	
***
	
  
	
***

	
 
	
  
	
 
	
  
	
  
	
  
	
 
	
  
	
  

	
 
	
  
	
  
	
  
	
  
	
  
	
 
	
  
	
 

	
Worker’s Comp
	
  
	
 
	
  
	
Agent: Lockton Companies

	
Zurich
	
  
	
***
	
  
	
   
	
  
	
***
	
  
	
***

	
 

(A) Sportsman’s liability is ***/Accident, *** Policy Limit and ***/Employee, umbrella applies. Claims covered by state statute.
	
  
	
 

	
  
	
  
	
  
	
  
	
  
	
  
	
  
	
  
	
  

	
GL, Property, Umbrella
	
  
	
 
	
  
	
Agent: Lockton Companies

	
General Liability
	
  
	
 
	
  
	
 
	
  
	
 
	
  
	
 

	
LM Insurance Corporation
	
  
	
***
	
  
	
  
	
  
	
 
	
  
	
 

	
  
	
  
	
11/1/14 - 11/1/15
	
  
	
***
	
  
	
 
	
  
	
***

	
 
	
  
	
 
	
  
	
 
	
  
	
 
	
  
	
 

	
 
	
  
	
***
	
  
	
  
	
  
	
 
	
  
	
 

	
Property - Affiliated FM
	
  
	
11/1/14 - 11/1/15
	
  
	
***
	
  
	
***
	
  
	
***

	
 
	
  
	
 
	
  
	
(Other Deductibles: *** to EDP, *** to Fine Arts)

	
  
	
  
	
***
	
  
	
 
	
  
	
 
	
  
	
 

	
Umbrella - National Union Fire Ins of PA
	
  
	
11/1/14 - 11/1/15
	
  
	
***
	
  
	
***
	
  
	
***





	
***
	
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. 




 




 

Execution Version 

 


	
Umbrella- Ohio Casualty

Insurance Company
	
  
	
***
	
  
	
Agent: Lockton 

Companies
	
  
	
 

	
 
	
  
	
11/1/14 - 11/1/15
	
  
	
***
	
  
	
***
	
  
	
 *** 

	
  
	
  
	
 
	
  
	
 
	
  
	
 
	
  
	
 

	
XS Quake - QBE
	
  
	
***
	
  
	
Agent: Lockton Companies
	
  

	
 
	
  
	
11/1/14 - 11/1/15
	
  
	
***
	
  
	
  
	
  
	
*** 

	
 
	
  
	
 
	
  
	
 
	
  
	
 
	
  
	
  

	
Auto – LM Insurance Corporation
	
  
	
***
	
  
	
Agent: Lockton Companies
	
  

	
 
	
  
	
11/1/14 – 11/1/15
	
  
	
***
	
  
	
***
	
  
	
*** 

	
 
	
  
	
 
	
  
	
 
	
  
	
 
	
  
	
 

	
Ocean Cargo - Lloyds of London
	
  
	
***
	
  
	
Agent: Lockton Companies
	
  

	
 
	
  
	
11/1/14 – 11/1/15
	
  
	
***
	
  
	
***
	
  
	
*** 

	
 
	
  
	
 
	
  
	
 
	
  
	
 
	
  
	
  

	
Crime - National Union Fire of PA
	
  
	
***
	
  
	
Agent: Lockton Companies
	
  

	
 
	
  
	
11/1/14 – 11/1/15
	
  
	
***
	
  
	
***
	
  
	
*** 

	
 
	
  
	
 
	
  
	
 
	
  
	
 
	
  
	
 

	
Network Security - Network Security
	
  
	
***
	
  
	
Agent: Lockton Companies
	
  

	
 
	
  
	
11/1/14 – 11/1/15
	
  
	
***
	
  
	
***
	
  
	
*** 





	
***
	
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. 




 

 

 

 




 

Execution Version 

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

	
 
	
 
	
 

	
Sportsman’s Warehouse Development I, LLC
	
  
	
Delaware
	
  
	
Percentage Interests




 


	
(b)
	
Equity Interests Held 




 


	
Issuer
	
  
	
Name of Stockholder
	
  
	
Class
	
  
	
Number of Shares

	
Sportsman’s Warehouse, Inc.
	
  
	
Sportsman’s Warehouse Holdings, Inc.
	
  
	
Common Stock
	
  
	
100

	
Minnesota Merchandising Corp.
	
  
	
Sportsman’s Warehouse Holdings, Inc.
	
  
	
Common Stock
	
  
	
100

	
Sportsman’s Warehouse Southwest, Inc.
	
  
	
Sportsman’s Warehouse, Inc.
	
  
	
Common Stock
	
  
	
100

	
Pacific Flyway Wholesale, LLC
	
  
	
Sportsman’s Warehouse, Inc.
	
  
	
Percentage Interests
	
  
	
100% of the Percentage Interests

	
Sportsman’s Warehouse Development I, LLC
	
  
	
Sportsman’s Warehouse, Inc.
	
  
	
Percentage Interests
	
  
	
100% of the Percentage Interests




 


	
(c)
	
Loan Party Ownership 




The common stock of Sportsman’s Warehouse Holdings, Inc. commenced trading on the NASDAQ Global Select Market on April 17, 2014. SEP SWH Holdings, L.P. holds 26.1% of the issued shares, and New SEP SWH Holdings, L.P. holds 36.6% of the issued shares.  

 

 

 

 




 

Execution Version

Disclosure Schedule 5.17 

Intellectual Property 

None. 

 

 

 

 




 

Disclosure Schedule 5.18 

Labor Matters 

Plan/Agreement/Arrangements: 

Employee Stock Plan. 

The Management Reimbursement Agreement. 

Complaints/Claims: 


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




 

 

 

 




 

Disclosure Schedule 5.21(a) 

DDAs and Blocked Accounts 

U.S. Bank National Association 

One US Bank Plaza 

7th & Washington 

St. Louis, Missouri 63101 

 


	
Loan Party
	
  
	
Account  Number
	
  
	
Account Type 

	
 
	
 
	
 

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

	
  
	
***
	
  
	
Controlled Disbursement

	
  
	
***
	
  
	
Main Operating Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
 
	
 
	
 

	
Sportsman’s Warehouse Holdings, Inc.
	
  
	
***
	
  
	
Operating Account

	
 
	
 
	
 

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

	
  
	
***
	
  
	
Controlled Disbursement

	
  
	
***
	
  
	
Operating Account

	
 
	
 
	
 

	
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 portion.  




 

 

 

 




 

Execution Version 

Wells Fargo Bank, N.A. 

299 South Main St., 4th Floor 

SLC, UT 84111 

 


	
Loan Party
	
  
	
Account  Number
	
  
	
Account Type 

	
 
	
 
	
 

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

	
  
	
***
	
  
	
Operating Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
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Depository Account

	
  
	
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Depository Account

	
  
	
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Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
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Depository Account

	
  
	
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Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account

	
  
	
***
	
  
	
Depository Account





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




 

 

 

 




 

Execution Version 

 


	
Sportsman’s Warehouse, Inc.
	
  
	
***
	
  
	
Controlled Disbursement

	
Pacific Flyway Wholesale, LLC
	
  
	
***
	
  
	
Controlled Disbursement

	
  
	
***
	
  
	
Operating Account





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




 

 

 

 




 

Disclosure Schedules 5.21(b) 

Credit Card Arrangements 


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





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





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





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




 

 

 

 




 

Disclosure Schedule 5.24 

Material Contracts 


	
1.
	
Term Documents. 





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




 

 

 

 




 

Disclosure Schedule 7.01 

Existing Liens 

None. 

Existing Financing Statements 

None. 

 

 

 

 




 

Disclosure Schedule 7.02 

Existing Investments 

None other than as listed on Schedule 5.13. 

 

 

 

 

 




 

Disclosure Schedule 7.03 

Existing Indebtedness 

None. 

 

 

 

 




 

Exhibit B 

Updated Schedules to Security Agreement 

[see attached]  

 

 

 

 




 

Schedule I 

Intercompany Notes 

None.  

 

 

 

 




 

Schedule II 

Filings, Registrations and Recordings 

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

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

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

All asset UCC-1 Financing Statement naming Minnesota Merchandising Corp. as Debtor and the Wells Fargo Retail Finance, LLC as Secured Party filed with the Minnesota Secretary of State. 

All asset UCC-1 Financing Statement naming Pacific Flyway Wholesale, LLC as Debtor and the Wells Fargo Retail Finance, LLC as Secured Party filed with the Delaware Secretary of State. 

All asset UCC-1 Financing Statement naming Sportsman’s Warehouse Development I, LLC as Debtor and the Wells Fargo Retail Finance, LLC as Secured Party filed with the Delaware Secretary of State. 

Grant of Security Interest in United States Trademarks naming Sportsman’s Warehouse, Inc. as Grantor and the Wells Fargo Retail Finance, LLC as Grantee filed with the United States Patent and Trademark Office.  

 

 

 

 




 

Schedule III 

Initial Pledged Interests 

 


	
Issuer
	
  
	
Name of Stockholder
	
  
	
Class
	
  
	
Number of Shares
	
  
	
Certificate No.

	
Sportsman’s Warehouse, Inc.
	
  
	
Sportsman’s Warehouse Holdings, Inc.
	
  
	
Common Stock
	
  
	
100
	
  
	
1

	
Minnesota Merchandising Corp.
	
  
	
Sportsman’s Warehouse Holdings, Inc.
	
  
	
Common Stock
	
  
	
100
	
  
	
1

	
Sportsman’s Warehouse Southwest, Inc.
	
  
	
Sportsman’s Warehouse, Inc.
	
  
	
Common Stock
	
  
	
100
	
  
	
1

	
Pacific Flyway Wholesale, LLC
	
  
	
Sportsman’s Warehouse, Inc.
	
  
	
Percentage Interests
	
  
	
100% of the Percentage Interests
	
  
	
Uncertificated

	
Sportsman’s Warehouse Development I, LLC
	
  
	
Sportsman’s Warehouse, Inc.
	
  
	
Percentage Interests
	
  
	
100% of the Percentage Interests
	
  
	
Uncertificated




 

 

 

 

 




 

Schedule IV 

Licenses 

None. 

 

 

 

 




 

Schedule V 

Tangible Chattel Paper 

None.  

 

 

 

 




 

Schedule VI 

Commodity Accounts 

None.  

 

 

 

 




 

Schedule VII 

Electronic Chattel Paper 

None.