INDEMNIFICATION AGREEMENTIndemnification Agreement • April 8th, 2019 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___________, 20[__] by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2016 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
JOINDER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 31st, 2022 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
WHEREAS, prior to the date of this Agreement, the Borrowers, on the one hand, and Wells Fargo Bank, National Association (as successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent and Collateral Agent thereunder, and the lenders party thereto, on the other hand, previously entered into a Credit Agreement dated as of May 28, 2010 (as amended and in effect, the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers with certain financial accommodations;
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
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.
AGREEMENT AND PLAN OF MERGER dated as of December 21, 2020 among Sportsman’s Warehouse Holdings, Inc., GREAT OUTDOORS GROUP, LLC and PHOENIX MERGER SUB I, INC.Merger Agreement • December 21st, 2020 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 21, 2020 among Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), Great Outdoors Group, LLC, a Delaware limited liability company (“Parent”), and Phoenix Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
THIRD AMENDED AND RESTATED SECURITY AGREEMENT By SPORTSMAN’S WAREHOUSE, INC. as Lead Borrower and THE OTHER BORROWERS AND GUARANTORS PARTY HERETO FROM TIME TO TIME and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent Dated as of July 30, 2024Security Agreement • August 1st, 2024 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
THIRD AMENDED AND RESTATED SECURITY AGREEMENT dated as of July 30, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”) made by: (i) SPORTSMAN’S warehouse, inc., a Utah corporation, as lead borrower for itself and the other Borrowers (the “Lead Borrower”), (ii) the other Borrowers listed on the signature pages hereto (together with the Lead Borrower, the “Original Borrowers”) or from time to time party hereto by execution of a Joinder Agreement (the “Additional Borrowers,” and together with the Original Borrowers, the “Borrowers”), and (iii) the Guarantors listed on the signature pages hereto (the “Original Guarantors”) and the other Guarantors from time to time party hereto by execution of a Joinder Agreement (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantor, in such c
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 23, 2018 among SPORTSMAN’S WAREHOUSE, INC., as the Lead Borrower For The Borrowers Party Hereto THE BORROWERS PARTY HERETO THE GUARANTORS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • May 25th, 2018 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
SEVERANCE AGREEMENTSeverance Agreement • September 28th, 2021 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Utah
THIS SEVERANCE AGREEMENT (this “Agreement”) is made and entered into this 26 day of September, 2021 (the “Effective Date”), by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), and Jeff White (the “Executive”).
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • April 4th, 2024 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [_______], 20[__] by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Corporation”), and [_______] (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Utah
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 21st day of January, 2014 (the “Effective Date”), by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), and Kevan P. Talbot (the “Executive”).
January 28, 2021280g Best-Net Agreement • April 2nd, 2021 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Utah
As you know, Sportsman’s Warehouse Holding, Inc. (the “Company”) has entered into that certain definitive Agreement and Plan of Merger, dated December 21, 2020 (“Transaction Agreement”), by and between the Company, Great Outdoors Group, LLC (the “Buyer”) and Phoenix Merger Sub I, Inc., pursuant to which the Company will be acquired by Buyer (the “Transaction”). You are a party to an Employment Agreement with the Company dated May 11, 2018 (your “Employment Agreement”). Should the Transaction close, it (and certain other transactions in connection with, or deemed in connection with, the Transaction) could cause the Company to make certain payments to you that, depending on the circumstances, could constitute “parachute payments” under Section 280G of the U.S. Internal Revenue Code (the “Code”). In that event, such payments could trigger certain negative tax consequences for you.
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. INDUCEMENT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 7th, 2023 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [_________] (the “Grant Date”) by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Corporation”), and [_______] (the “Participant”).
GUARANTYGuaranty • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
WHEREAS, reference is made to that certain 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 (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 Guarantor, (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, pursuant to which the Lenders have agreed to make Loans to the Borrowers upon the terms and subject to the conditions specified in the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (DEFERRED SETTLEMENT)Director Restricted Stock Unit Award Agreement • September 7th, 2023 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (DEFERRED SETTLEMENT) (this “Agreement”) is dated as of [__________, [___]] by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Corporation”), and [____________________] (the “Director”).
AMENDED AND RESTATED GUARANTYGuaranty • May 25th, 2018 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of the date hereof (as amended and in effect immediately prior to the date hereof, the “Existing Credit Agreement”), by and among (i) Sportsman’s Warehouse, Inc., a Utah corporation, as representative for the borrowers from time to time party thereto, (ii) such borrowers, (iii) the Guarantor, (iv) the lenders from time to time party thereto, and (v) Wells Fargo Bank, National Association (as successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent, Collateral Agent and Swing Line Lender.
FACILITY GUARANTYFacility Guaranty • August 1st, 2024 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
WHEREAS, reference is made to that certain ABL Term Loan Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented, or modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meaning given to such term in the Credit Agreement), by and among (i) Sportsman’s Warehouse, Inc., a Utah corporation, for itself and as representative (in such capacity, the “Lead Borrower”) for the Borrowers from time to time party thereto (together with the Lead Borrower, collectively, the “Borrowers” and each, a “Borrower”), (ii) the Borrowers from time to time party thereto, (iii) the Guarantors party thereto, (iv) the Lenders from time to time party thereto (the “Lenders”), and (v) the Agent.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 21st, 2015 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);
TERM LOAN AGREEMENT dated as of December 3, 2014, among SPORTSMAN’S WAREHOUSE, INC., as Borrower, SPORTSMAN’S WAREHOUSE HOLDINGS, INC., as Holdings, THE LENDERS PARTY HERETO and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and...Term Loan Agreement • December 5th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
TERM LOAN AGREEMENT dated as of December 3, 2014, among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Borrower”), SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) from time to time party hereto, and CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) for the Lenders.
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ , 20 ] by and between Sportsman’s Warehouse Holdings, Inc., a Utah corporation (the “Corporation”), and [ ] (the “Participant”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 24th, 2017 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York
the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);
July 8, 2013Credit Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York
2,822,652 Shares SPORTSMAN’S WAREHOUSE HOLDINGS, INC. Common Stock, $0.01 Par Value Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2018 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • May 19th, 2017 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores
This SECOND AMENDMENT TO TERM LOAN AGREEMENT is entered into as of May 18, 2017 (this “Amendment”) by and among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Borrower”), SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (as defined in the Term Loan Agreement referred to below) party hereto, and the Lenders (as defined below) party hereto (constituting Required Lenders (as defined in the Term Loan Agreement).
SEPARATION AGREEMENT, GENERAL RELEASE AND WAIVERSeparation Agreement • June 7th, 2019 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Utah
This Separation Agreement (this “Agreement”) is made and entered into by and between , between Sportsman’s Warehouse Holdings, Inc. ( the “Company”) and Kevan Talbot (the “employee”)
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York
REGISTRATION RIGHTS AGREEMENT by and among SPORTSMAN’S WAREHOUSE HOLDINGS, INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of , 2014Registration Rights Agreement • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
REGISTRATION RIGHTS AGREEMENT dated as of , 2014 (this “Agreement”), among SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Delaware corporation (the “Company”), SEP SWH HOLDINGS, L.P., a Delaware limited partnership (“SEP”), and NEW SEP SWH HOLDING L.P., a Delaware limited partnership (“New SEP”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);
ASSET PURCHASE AGREEMENT BY AND BETWEEN DICK’S SPORTING GOODS, INC.Asset Purchase Agreement • September 30th, 2019 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Pennsylvania
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 28, 2019, is entered into by and between Dick’s Sporting Goods, Inc., a Delaware corporation (the “Seller”), and Sportsman’s Warehouse, Inc., a Utah corporation (the “Purchaser”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of December 3, 2014 among SPORTSMAN’S WAREHOUSE, INC., SPORTSMAN’S WAREHOUSE HOLDINGS, INC., the Subsidiaries of Holdings from time to time party hereto and CORTLAND CAPITAL MARKET SERVICES LLC, as...Guarantee and Collateral Agreement • December 5th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of December 3, 2014 (this “Agreement”), among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Borrower”), SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiaries of Holdings from time to time party hereto and CORTLAND CAPITAL MARKET SERVICES LLC, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
second AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 1st, 2024 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of May 23, 2018, as amended May 27, 2022 and July 30, 2024, 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”),
October 21, 2013Credit Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York
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...Credit Agreement • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
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
ABL TERM LOAN CREDIT AGREEMENT Dated as of July 30, 2024 among SPORTSMAN’S WAREHOUSE, INC., as the Lead Borrower For The Borrowers Party Hereto THE BORROWERS PARTY HERETO THE GUARANTORS PARTY HERETO and PLC AGENT LLC, as Agent and THE LENDERS PARTY HERETOAbl Term Loan Credit Agreement • August 1st, 2024 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
This ABL TERM LOAN CREDIT AGREEMENT (“Agreement”) is entered into as of July 30, 2024, 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 PLC AGENT LLC, as administrative and collateral agent for the Lenders (in such capacities, the “Agent”).
CREDIT AGREEMENT dated as of August 20, 2013, among SPORTSMAN’S WAREHOUSE, INC., as Borrower, SPORTSMAN’S WAREHOUSE HOLDINGS, INC., as Holdings, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent CREDIT SUISSE...Credit Agreement • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
CREDIT AGREEMENT dated as of August 20, 2013, among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Borrower”), SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Utah corporation (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) from time to time party hereto, and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
