TRADEMARK SECURITY AGREEMENT

Exhibit 10.4

TRADEMARK SECURITY AGREEMENT

This Trademark Security Agreement (this “Trademark Security Agreement”) is made as of June 29, 2015, by SHEPLERS, INC., a Kansas corporation (“Grantor”), in favor of GCI Capital Markets LLC, as administrative agent (in such capacity, together with its successors and assigns, “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

W I T N E S S E T H

WHEREAS, pursuant to that certain Credit Agreement, dated as of June 29, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Boot Barn, Inc., Delaware corporation (“Borrower”), Boot Barn Holdings, Inc., a Delaware corporation (“Holdings”), the financial institutions which are now or which hereafter become party thereto (the “Lenders”) and Administrative Agent, the Lenders have severally agreed to make financial accommodations to the Borrower subject to the conditions set forth therein;

WHEREAS, each Grantor (other than the Borrower) has agreed, pursuant to a Guaranty Agreement, dated even date herewith in favor of the Administrative Agent (the “Guaranty”), to guarantee the Obligations (as defined in the Credit Agreement) of the Borrower; and

WHEREAS, pursuant to the Credit Agreement, the Guaranty and that certain Collateral Agreement, dated as of even date herewith (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Collateral Agreement”), by and between the Grantors and the Administrative Agent, the Grantors are required to execute and deliver this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent as follows:

1. Defined Terms.  Capitalized terms used herein without definition are used as defined in the Collateral Agreement or, it not defined therein, in the Credit Agreement.

2. Grant of Security Interest in Trademark Collateral.  Each Grantor, as collateral security for the prompt payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, hereby assigns, pledges and grants to the Administrative Agent for the benefit of the Lenders, and grants to the Administrative Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and a Lien on all of its right, title and interest in, to and under the following Collateral of such Grantor (the Trademark Collateral”):

a. all of its Trademarks and Trademark Licenses, including, without limitation, those referred to on Schedule 1 hereto;

b. all renewals and extensions of the foregoing;

c. all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and

d. all income, royalties and proceeds at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to xxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof..

3. Credit Agreement and Collateral Agreement.  The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Credit Agreement and the Collateral Agreement, and each Grantor hereby acknowledges and agrees that the rights and remedies of the Administrative Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Credit Agreement and the Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein; provided, however that in no event shall the Trademark Collateral include any property or asset of Grantor which is excluded from Collateral pursuant to Section 2.1 of the Collateral Agreement.

4. Grantor Remains Liable.  Each Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their Trademarks and Trademark Licenses subject to a security interest hereunder.

5. Counterparts.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.

6. Governing Law.  This Trademark Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[signature pages follow]

IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTOR:	SHEPLERS, INC., a Kansas corporation
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Chief Financial Officer and Secretary

Trademark Security Agreement

ACCEPTED AND	GCI CAPITAL MARKETS LLC,
ACKNOWLEDGED BY:	as Administrative Agent
	By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	Managing Director

Trademark Security Agreement

SCHEDULE I

TRADEMARK REGISTRATIONS/APPLICATIONS

Trademark		Database		Application Number		Registration Number		Owner
RED RANCH		U.S. Federal		85726040		4552405		SHEPLERS, INC.
XXXXXX TRADING COMPANY ESTABLISHED 1899		U.S. Federal		85724728				SHEPLERS, INC.
RED RANCH		U.S. Federal		85434444		4258838		SHEPLERS, INC.
XXXXXX TRADING COMPANY		U.S. Federal		85399269		4429241		SHEPLERS, INC.
WESTERN WEAR FOR THE WAY YOU LIVE		U.S. Federal		85396637		4118616		SHEPLERS, INC.
Design Only		U.S. Federal		85315981		4129801		SHEPLERS, INC.

Trademark		Database		Application Number		Registration Number		Owner
XXXXXX TRADING COMPANY		U.S. Federal		85261879		4168869		SHEPLERS, INC.
YOUR COUNTRY, YOUR WAY		U.S. Federal		77483596		3781832		SHEPLERS, INC.
SHEPLERS		U.S. Federal		78822126		3193462		SHEPLERS, INC.
THE WORLD’S LARGEST WESTERN STORES		U.S. Federal		75291616		2167479		SHEPLERS, INC.
WORLD’S LARGEST WESTERN STORES		U.S. Federal		75140060		2081419		SHEPLERS, INC.
BOOTS ‘N JEANS		U.S. Federal		75078088		2342054		SHEPLERS, INC.
WORLD’S LARGEST WESTERN STORES AND CATALOG		U.S. Federal		74520534		2033263		SHEPLERS, INC.
Design Only		U.S. Federal		73392546		1254863		SHEPLERS, INC.
OL’ SHEP		U.S. Federal		73388925		1255648		SHEPLERS, INC.
SHEPLERS		U.S. Federal		73125194		1141784		SHEPLERS, INC.

Trademark		Database		Application Number		Registration Number		Owner
S		U.S. Federal		73125222		1137758		SHEPLERS, INC.
S		U.S. Federal		73125223		1137889		SHEPLERS, INC.
S SHEPLERS INC.		U.S. Federal		73041013		1017594		SHEPLERS, INC.

Trademark		Database		Application Number		Registration Number		Owner
S		U.S. Federal		73040683		1057698		SHEPLERS, INC.
S		U.S. Federal		73040684		1045614		SHEPLERS, INC.
SHEPLERS		U.S. Federal		73040363		1308095		SHEPLERS, INC.
SHEPLERS		U.S. Federal		73040364		1308389		SHEPLERS, INC.
SHEPLERS		Canada		1540229		TMA835766		SHEPLERS, INC.

Trademark		Database		Application Number		Registration Number		Owner
SHEPLERS		Canada		714900		TMA429523		SHEPLERS, INC.
SHEPLERS		Switzerland		59396/2011		625115		SHEPLERS, INC.
SHEPLERS		United Kingdom		1516265		1516265		SHEPLERS, INC.
SHEPLERS		Community Trademarks		10201697		10201697		SHEPLERS, INC.
SHEPLERS		Brunei		22188		19023		SHEPLERS, INC.
SHEPLERS		China		9895452		9895452		SHEPLERS, INC.
SHEPLERS		China		9895451		9895451		SHEPLERS, INC.
SHEPLERS		Japan		2011-060657		0000000		SHEPLERS, INC.
SHEPLERS		Australia		1443876		1443876		SHEPLERS, INC.
SHEPLERS		Australia		588639		588639		SHEPLERS, INC.
SHEPLERS		New Zealand.		847911		847911		SHEPLERS, INC.