Exhibit 10.12
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of April 15, 2014, is entered into by and among BOOT BARN, INC., a Delaware corporation (“Borrower”), BOOT BARN HOLDING CORPORATION, a Delaware corporation (“Parent Holdco”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as the sole Lender on the date hereof, and PNC in its capacity as agent for the Lenders (in such capacity, “Agent”), with reference to the following facts (terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below):
RECITALS
A. The parties to this Amendment have previously entered into that certain Second Amended and Restated Revolving Credit and Security Agreement, dated as of May 31, 2013, as amended by that certain First Amendment to Second Amended and Restated Revolving Credit and Security Agreement, dated September 23, 2013 (as so amended, and as further amended, modified and supplemented from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain loans and financial accommodations available to Borrower.
B. The parties to this Amendment now wish to further amend the Credit Agreement on the terms and conditions set forth herein.
C. Borrower and Parent Holdco are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Agent’s or any Lender’s rights or remedies as set forth in the Credit Agreement or any Other Document is being waived or modified by the terms of this Amendment.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. Increase of Commitment Amount. Upon the effectiveness of this Amendment, PNC’s (in its capacity as a Lender) Commitment Amount is $70,000,000 and it Commitment Percentage is 100%.
2. Amendments to Credit Agreement.
(a) The defined terms “Increasing Lender” and “New Lender” are hereby deleted from the Section 1.2 of the Credit Agreement in their entirety.
(b) The following defined terms are hereby added to Section 1.2 of the Credit Agreement in their proper alphabetical order:
“April 2014 Bonus Payments” shall mean the payment of bonuses to employees and directors of Borrower or Parent Holdco who are holders of vested options of Parent Holdco to be made on made on or about April 22, 2014 in an aggregate amount not to
exceed $1,500,000 plus any payroll tax and similar obligations payable in connection therewith.
“April 2014 Dividend” shall mean a dividend in an amount not to exceed $40,000,000 made on or about April 22, 2014 by Borrower to Parent Holdco and in turn by Parent Holdco to the owners of its Equity Interests.
“April 2014 Transaction Documents” shall mean, collectively, the Second Amendment, the Term Loan Agreement and the other Term Loan Documents entered into on or about the Second Amendment Effective Date
“April 2014 Transactions” shall mean, collectively, (a) the transactions under the April 2014 Transaction Documents, (b) the April 2014 Dividend and (c) the April 2014 Bonus Payments.
“Second Amendment” shall mean that certain Second Amendment to Second Amended and Restated Revolving Credit and Security Agreement, dated as of the Second Amendment Effective Date, which amends this Agreement.
“Second Amendment Effective Date” shall mean April 15, 2014.
(c) The defined term “EBITDA” set forth in Section 1.2 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“ “EBITDA” shall mean, with respect to any Loan Party for any specified period: (a) the Consolidated Net Income of Borrower and its Subsidiaries for such period, plus (b) without duplication, the sum of the following amounts of Borrower and its Subsidiaries, on a consolidated basis, in each case to the extent deducted in determining Consolidated Net Income of Borrower and its Subsidiaries for such period, the sum of: (i) Consolidated Net Interest Expense, plus (ii) depreciation and amortization and other non-cash charges (including any (A) non-cash charges relating to employee equity incentive programs, (B) non-cash charges attributable to inventory revaluations as a result of the Transactions, or any Permitted Acquisition and (C) non-cash write-offs relating to impairment of assets), all in accordance with GAAP, plus (iii) net income tax expense, to the extent a positive number (including franchise and foreign withholding taxes and any state business, unitary, gross receipts or similar tax), to the extent deducted in the calculation of Consolidated Net Income, plus (iv) payment-in-kind interest, plus (v) proceeds from business interruption insurance for loss of income (whether or not such loss of income was deducted in determining Consolidated Net Income), plus (vi) Pre-Opening Costs, plus (vii) amortized or deferred financing fee expenses to the extent not included in Consolidated Net Interest Expense, plus (viii) straight line non-cash rent adjustment to the extent rent expense included in Consolidated Net Income exceeds the applicable cash rent payments, plus (ix) [reserved], plus (x) expenses and charges (including premiums, discounts and Hedge Agreement settlement and termination costs) in such period attributable to any debt financings or refinancings, equity offerings, mergers, recapitalizations, acquisitions, investments, option buyouts, dispositions or similar transactions in an amount not to exceed $2,000,000 per fiscal year, provided that
any such expenses and charges shall have been incurred prior to or no later than 180 days following the consummation of the applicable transaction, plus (xi) commencing on March 31, 2014, extraordinary or non-recurring losses not to exceed $500,000 in the aggregate or as otherwise approved by Agent, plus (xii) restructuring expenses and charges, plus (xiii) net income tax charges, plus (xiv) losses from discontinued operations not to exceed $500,000 per fiscal year, plus (xv) non-cash expenses relating to the Boot Barn Rewards Program, plus (xvi) the principal amount received from Permitted Freeman Spogli Investments (other than in respect of an Equity Cure for a default with respect to Section 7.6 of the Term Loan Agreement), plus (xvii) any earnout or other similar deferred purchase price payment obligations incurred in connection with a Permitted Acquisition, plus (xviii) non-recurring transaction costs, fees and expenses, including the April 2014 Bonus Payments, fees paid under the April 2014 Transaction Documents and costs and expenses incurred in negotiating the April 2014 Transaction Documents, incurred with respect to the April 2014 Transactions, in each case incurred prior to the Second Amendment Effective Date or within 90 days after the Second Amendment Effective Date, and minus (c) without duplication, (i) extraordinary or non-recurring gains, (ii) net income tax benefits, (iii) gains from discontinued operations and (iv) straight line non-cash rent adjustment to the extent cash rent payments exceed the applicable rent expense included in Consolidated Net Income. Notwithstanding the foregoing, (x) it is agreed that quarterly EBITDA for the fiscal quarter ended June 29, 2013 shall be $7,259,869, quarterly EBITDA for the fiscal quarter ended September 28, 2013 shall be $6,603,834, quarterly EBITDA for the fiscal quarter ended December 28, 2013 shall be $20,281,482 and quarterly EBITDA for the fiscal quarter ended March 29, 2014 shall be $10,018,806; and (y) for purposes of this definition, EBITDA shall be determined on a pro forma basis to give effect to (i) any Permitted Acquisitions (computed utilizing the provisions of this definition together with adjustments reflecting anticipated cost savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken or expected to be taken (which cost savings or synergies shall be subject to certification by a responsible officer of the Borrower and shall be calculated on a pro forma basis), in each case to the extent quantifiable and demonstrable and supported by a quality of earnings report prepared by an accounting firm reasonably acceptable to Agent, and in form and substance reasonably acceptable to Agent); provided, that the aggregate amount of adjustments reflecting such anticipated cost savings and synergies in any four fiscal quarter period shall not exceed ten percent (10%) of EBITDA for such period calculated prior to giving effect to such adjustments and (ii) any divestitures by Borrower or any of its Subsidiaries of all or substantially all the assets of, or all the Equity Interests in, a Person or division or line of business of a Person occurring during any period, in each case, as if such transaction had occurred on the first day of such period.”
(d) The defined term “Fixed Charge Coverage Ratio” set forth in Section 1.2 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“ “Fixed Charge Coverage Ratio” shall mean and include, with respect to any fiscal period, the ratio of (a) EBITDA for such period minus Unfinanced Capital Expenditures made during such period to (b) Fixed Charges for such period.”
(e) Clause (c) of the defined term “Fixed Charges” set forth in Section 1.2 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(c) cash dividends paid and permitted to be paid by the Loan Parties under the terms of this Agreement during such period other than the April 2014 Dividend.”
(f) The defined term “Intercreditor Agreement” set forth in Section 1.2 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“ “Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of May 31, 2013, by and between Agent and the Term Loan Agent, as amended by that certain First Amendment to and Reaffirmation of Intercreditor Agreement, dated the Second Amendment Effective Date, as further amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.”
(g) The defined term “Maximum Revolving Advance Amount” set forth in Section 1.2 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“ “Maximum Revolving Advance Amount” shall mean $70,000,000, as such amount may be increased pursuant to Section 2.25 hereof or decreased pursuant to Section 2.21 hereof.”
(h) Clause (j) of the defined term “Permitted Acquisitions” is hereby amended to read as follows:
“(j) after giving effect to such acquisition, the Borrower and its Subsidiaries shall have Undrawn Availability of not less than the greater of (i) $15,000,000 or (ii) 20% of the Maximum Revolving Advance Amount; or”
(i) The words “Frontier Mall Associates Limited Partnership” are hereby deleted from clause (g)(ii) of the defined term “Permitted Encumbrances” set forth in Section 1.2 of the Credit Agreement.
(j) The defined term “Term Loan Agreement” set forth in Section 1.2 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“ “Term Loan Agreement” shall mean that certain Amended and Restated Term Loan and Security Agreement, dated April 15, 2014, as further amended and restated, amended, supplemented, or otherwise modified from time to time as permitted under this Agreement.”
(k) Clause (iv) of Section 2.22(a) of the Credit Agreement is hereby amended to read as follows:
“(iv) provide for working capital, Capital Expenditures, Permitted Acquisitions, permitted Restricted Payments and for other general corporate purposes of Borrower (including the payment of the April 2014 Dividend, the April 2014 Bonus Payments and
costs and expense associated with the April 2014 Transactions), in each case to the extent not prohibited under this Agreement”
(l) Section 2.25 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“2.25 Increase in Maximum Revolving Advance Amount.
(a) Borrower may, at any time request that the Maximum Revolving Advance Amount be increased by each current Lender increasing its Commitment Amount, on a pro rata basis, subject to the following terms and conditions:
(i) There shall exist no Event of Default or Default on the effective date of such increase after giving effect to such increase;
(ii) After giving effect to such increase, the Maximum Revolving Advance Amount shall not exceed $80,000,000;
(iii) Borrower may not request an increase in the Maximum Revolving Advance Amount under this Section 2.25 more than once during the Term, and no such increase in the Maximum Revolving Advance Amount shall be for an amount less than $5,000,000;
(iv) Borrower shall deliver to Agent on or before the effective date of such increase the following documents in form and substance satisfactory to Agent: (1) certification of its corporate secretary or other authorized officer with attached resolutions certifying that the increase in the Commitment Amounts has been approved by Borrower, (2) a certificate dated as of the effective date of such increase certifying that each of the conditions set forth in Section 8.2 hereof are then satisfied, (3) such other agreements, instruments and information (including supplements or modifications to this Agreement and/or the Other Documents executed by Borrower as Agent reasonably deems necessary in order to document the increase to the Maximum Revolving Advance Amount and to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase, and (4) an opinion of counsel in form and substance satisfactory to Agent which shall cover such matters related to such increase as Agent may reasonably require and Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;
(v) Borrower shall execute and deliver to each Lender who so requests, a replacement Revolving Credit Note reflecting the new amount of such Lender’s Commitment Amount after giving effect to the increase (and the prior Revolving Credit Note issued to such Lender, if any, shall be deemed to be cancelled);
(vi) Each Lender shall confirm its agreement to increase its Commitment Amount pursuant to an acknowledgement in a form acceptable to Agent, signed by it and Borrower and delivered to Agent at least five (5) days before the effective date of such increase; and
(vii) Agent shall have received reimbursement for all reasonable and documented costs and expenses incurred by Agent and by each Lender in connection with the negotiations regarding, and the preparation, negotiation, execution and delivery of all agreements and instruments executed and delivered by any of Agent, Borrower and/or the Lenders in connection with, such increase (including all fees for any supplemental or additional public filings of any Other Documents necessary to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase).
(b) On the effective date of such increase the Commitment Percentages of the Lenders shall be recalculated such that each such Lender’s Commitment Percentage is equal to (i) the Commitment Amount of such Lender divided by (ii) the aggregate of the Commitment Amounts of all Lenders. Each Lender shall participate in any new Revolving Advances made on or after such date in accordance with its Commitment Percentage after giving effect to the increase in the Maximum Revolving Advance Amount and recalculation of the Commitment Percentages contemplated by this Section 2.25.”
(m) Section 7.7 of the Credit Agreement is hereby amended by deleting the word “and” immediately prior to clause (f) thereof and adding the following at the end of clause (f) thereof:
“and (g) the April 2014 Dividend.”
(n) Section 7.10 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (e) thereof, replacing the “.” at the end of clause (f) thereof with “; and” and adding the following as clause (g) thereof:
“(g) the April 2014 Bonus Payments and the April 2014 Dividend.”
(o) Section 9.2(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(b) monthly, on or before the fifteenth (15th) day of each month as and for the prior month, or, if a Covenant Compliance Period has commenced and is continuing, weekly, on or before Tuesday of each week for the prior week, (i) inventory perpetual reports in form and substance reasonably satisfactory to Agent, and (ii) a Borrowing Base Certificate in form and substance reasonably satisfactory to Agent (which shall be calculated as of the immediately preceding Sunday and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement);”
(p) The third address block of clause (A) of Section 15.6 is hereby amended to read as follows:
“with an additional copy (which shall not constitute Notice) to:
Blank Rome, LLP
2029 Century Park East, 6th Floor
Los Angeles, California 90067
Attention: Danielle V. Garcia
Telephone: (424) 239-3412
Facsimile: (424) 239-3394
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Attention: Lawrence F. Flick II
Telephone: (212) 885-5556
Facsimile: (215) 832-5556”
(q) Schedules 1.2(b), 4.5, 4.15(c), 4.15(h)(1), 4.15(h)(2), 5.2(a), 5.9, 5.31, 7.10 and 7.11 to the Credit Agreement are hereby replaced with Schedules 1.2(b), 4.5, 4.15(c), 4.15(h)(1), 4.15(h)(2), 5.2(a), 5.9, 5.31, 7.10 and 7.11 to this Amendment.
3. Amendment Fee. In consideration of the agreements set forth herein, Borrower hereby agrees to pay to Agent an amendment fee in the amount of $50,000 (the “Amendment Fee”), which fee is non-refundable when paid and is fully-earned as of and due and payable on the date of this Amendment.
4. Effectiveness of this Amendment. Agent must have received the following items, in form and content acceptable to Agent, before this Amendment is effective.
(a) Amendment. This Amendment duly executed by each party hereto.
(b) Amendment Fee. The Amendment Fee, which may be paid as a charge to Borrower’s Account.
(c) Amended and Restated Note. An amended Revolving Credit Note payable to PNC reflecting the Maximum Revolving Advance Amount after giving effect to this Amendment, duly executed by Borrower.
(d) Term Loan Documents. Agent shall have received copies of the fully executed and effective Term Loan Agreement as in effect on the Second Amendment Effective Date, and all Term Loan Documents executed and delivered on or about the Second Amendment Effective Date, certified by the secretary of the Borrower as being true, correct and complete copies thereof.
(e) Amendment to Intercreditor Agreement. Agent shall have received, duly executed by all parties thereto, an amendment to and reaffirmation of the Intercreditor Agreement in the form and substance reasonably satisfactory to Agent.
(f) Representations and Warranties. The representations and warranties set forth in Section 5 must be true and correct.
(g) Other Required Documentation. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded, as required by Agent, including, without limitation, copies of the resolutions authorizing each Loan Party to enter into this Amendment and an executed legal opinion of Bingham McCutchen LLP, in form and substance satisfactory to Agent.
5. Representations and Warranties. Each Loan Party signatory hereto represents and warrants as follows:
(a) Authority. Such Loan Party has full power, authority and legal right to enter into this Amendment and to perform all its respective obligations hereunder and under the Credit Agreement as modified by this Amendment. This Amendment has been duly executed and delivered by such Loan Party, and this Amendment constitutes the legal, valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Amendment (a) are within such Loan Party’s corporate or limited liability company powers, as applicable, have been duly authorized by all necessary corporate or limited liability company action, as applicable, do not violate the terms of such Loan Party’s by-laws, operating agreement, articles or certificate of incorporation or formation or other documents relating to such Loan Party’s formation, (b) will not violate any material law or regulation, or any judgment, order or decree of any Governmental Body in any material respect, (c) will not require any Consent of any Governmental Body or any other Person the lack of which would have a Material Adverse Effect, all of which will have been duly obtained, made or compiled prior to the date hereof and which are in full force and effect and (d) will not result in any breach of, or constitute a default under, which breach or default could reasonably be expected to have a Material Adverse Effect, or result in the creation of any Lien (except Permitted Encumbrances) upon any asset of such Loan Party pursuant to, the provisions of any agreement or instrument to which such Loan Party is a party or by which it or its property is bound.
(b) Representations and Warranties. Each of the representations and warranties made by each Loan Party in or pursuant to the Credit Agreement, the Other Documents, any related agreements to which it is a party, in any certificate, document or financial or other statement furnished at any time under or in connection with the Credit Agreement, the Other Documents or any related agreement, are true and correct in all material respects (or in all respects as to any such representations and warranties which, by their terms, are qualified as to materiality) on and as of the date hereof as if made on and as of such date (except for any such representations and warranties which are specifically made as of a prior date, in which case such representations and warranties shall be true and correct as of such prior date).
(c) No Default. No Event of Default or Default has occurred and is continuing on the date hereof, or would exist after giving effect to the Advances requested to be made on the date hereof.
(d) Material Adverse Effect. Since the delivery of the latest financial statements of Borrower, there shall not have occurred any event, condition or event, condition or state of facts which would have or could reasonably be expected to have a Material Adverse Effect.
6. Choice of Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York.
7. Counterparts; Facsimile Signatures. This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other similar form of electronic transmission shall be deemed to be an original signature hereto.
8. Reference to and Effect on the Other Documents.
(a) Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Other Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all Other Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Agent and the Lenders.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent and/or the Lenders under any of the Other Documents, nor constitute a waiver of any provision of any of the Other Documents.
(d) To the extent that any terms and conditions in any of the Other Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.
9. Estoppel. To induce Agent and the Lenders to enter into this Amendment and to continue to make advances to Borrower under the Credit Agreement, each Loan Party hereby acknowledges and agrees that, as of the date hereof, there exists no right of offset, defense, counterclaim or objection in favor of Borrower as against Agent or any Lender with respect to the Obligations.
10. Integration. This Amendment, together with the Credit Agreement and the Other Documents, incorporates all negotiations of the parties hereto with respect to the subject matter
hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.
11. Severability. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.
12. Submission of Amendment. The submission of this Amendment to the parties or their agents or attorneys for review or signature does not constitute a commitment by Agent or the Lenders to modify the provisions of the Credit Agreement, and this Amendment shall have no binding force or effect until all of the conditions to the effectiveness of this Amendment have been satisfied as set forth herein.
13. Guarantors’ Acknowledgment. With respect to the amendments to the Credit Agreement effected by this Amendment, each Guarantor hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty (as modified and supplemented in connection with this Amendment) is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty to the Credit Agreement, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment. Although Agent and the Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Lender has any duty under the Credit Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter.
[Rest of page intentionally left blank; signature pages follow]
IN WITNESS WHEREOF, the parties have entered into this Amendment by their respective duly authorized officers as of the date first above written.
| BORROWER: | |
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| BOOT BARN, INC., | |
| a Delaware corporation | |
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| By: | /s/ Paul J. Iacono |
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| Name: Paul J. Iacono |
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| Title: Chief Financial Officer |
Signature Page to Second Amendment to
Second Amended and Restated Revolving Credit and Security Agreement
| GUARANTORS: | ||
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| BOOT BARN HOLDING CORPORATION, | ||
| a Delaware corporation | ||
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| By: | /s/ Christian B. Johnson | |
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| Name: Christian B. Johnson | |
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| Title: Secretary | |
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| ACKNOWLEDGED AND AGREED: | ||
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| RCC WESTERN STORES, INC., | ||
| a South Dakota corporation | ||
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| By: | /s/ Paul J. Iacono | |
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| Name: Paul J. Iacono | |
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| Title: Chief Financial Officer | |
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| BASKINS ACQUISITION HOLDINGS, LLC, | ||
| a Delaware limited liability company | ||
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| By:BOOT BARN, INC., | |
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| a Delaware corporation | |
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| Its: Sole Member | |
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| By: | /s/ Paul J. Iacono |
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| Name: Paul J. Iacono |
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| Title: Chief Financial Officer |
Signature Page to Second Amendment to
Second Amended and Restated Revolving Credit and Security Agreement
| AGENT AND SOLE LENDER: | |
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| PNC BANK, NATIONAL ASSOCIATION | |
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| By: | /s/ Kevin J. Gimber |
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| Name: Kevin J. Gimber |
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| Title: Assistant Vice President |
Schedule 1.2(b) - Permitted Holders
FS Equity Partners VI, L.P.
FS Affiliates VI, L.P.
Peter Starrett Associates
Greg Bettinelli
Patrick Matthew Meany Exempt Trust
Patrick Meany
CapitalSouth Partners Fund II Limited Partnership
CapitalSouth Partners SBIC Fund III, L.P.
Brookside Mezzanine Partners Fund II, L.P.
Ampex Retirement Master Trust
JJJ Charitable Foundation
Hartford Accident and Indemnity Company
Hartford Life and Accident Insurance Company
Paul Iacono
Laurie Grijalva
Michael Cisowski
James Conroy
Margarette Hall
Dave Gusick
Steve Williams
John Neppl
Jayme Maxwell
Schedule 1.2(b)
Valerie Reif
Donald Petersen
Clem Porter
Schedule 4.5 - Equipment and Inventory Locations
(i) Inventory Locations
1. 607 North Tustin, Orange, CA.
Landlord: Ken Meany
1131 Dolphin Terrace
Corona Del Mar, CA 92625
2. 6587 Ventura Blvd., Ventura, CA 93003.
Landlord: Sam Korb Testamentary Trust
824 17th Street, #1
Santa Monica, CA 90403
3. �� 1414 West 7th St., Upland, CA 91786.
Landlord: AP - Upland Freeway Center LLC
c/o: Abbey Properties LLC
14770 E. Firestone Blvd., Ste 206
La Mirada, CA 90638
4. 464 Redlands Blvd., San Bernardino, CA.
Landlord: Le Baron Investment
2020 E. Orangethorpe, Suite 230
Fullerton, CA 92831
5. 27564 Sierra Hwy, Canyon Country, CA.
Landlord: Sierra Square, LLC
c/o: D.B. Commercial Investments, Inc.
28245 Avenue Crocker, Suite 101
Santa Clarita, CA 91355
6. 3394 Tyler, Riverside, CA.
Landlord: Dunn Family Trust Properties
1782 Terry Lynn Lane
Santa Ana, CA 92705
7. 18420 Hawthorne Blvd., Torrance, CA.
Landlord: Apollo Holdings, LLC
15721 S. Western Avenue, Suite 320
Gardena, CA 90247
Schedule 4.5
8. 23762-B Mercury Road, Lake Forest, CA 92630.
Landlord: Rockfield Showplace
629 Camino De Los Mares, Suite 201
San Clemente, CA 92673-1313
9. 659 West Arrow Hwy, San Dimas, CA.
Landlord: Kuan Jung Lin
c/o: Tryad Properties, Inc.
750 Terrado Plaza, Suite 233
Covina, CA 91723
10. 2405 Vista Way, Oceanside, CA 92054.
Landlord: Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, NY 11042-0020
Attn: Legal Department
With Notice: Kimco Realty Corporation
1631-B South Melrose Drive
Vista, CA 92083
Attn: Legal Department
11. 853 Arnele Avenue, El Cajon, CA.
Landlord: Parkway West
c/o: The Total Office
964 Fifth Ave., Suite 214
San Diego, CA 92101
12. 4411 Mercury Street, Ste. 100, San Diego, CA 92611.
Landlord: Balboa Village LLC
5440 Morehouse Drive, Suite 4000
San Diego, CA 92121
13. 27250 Madison Ave, Stes. A & B, Temecula, CA.
Landlord: BV Properties
2020 East Orangethorpe Ave.
Fullerton, CA 92831
14. 13785 Park Avenue, Ste. G & H, Victorville, CA 92392.
Landlord: Kabri Park LLC
755 Via Airosa
Santa Barbara, CA 93110
15. 43517 13th Street West, Lancaster, CA 93535.
Landlord: Avenue K Lancaster UCM/Cadence LLC
c/o: 1st Commercial Realty Group, Inc.
2009 Porterfield Way, Suite P
Upland, CA 91786
16. 1340 Spring St., Paso Robles, CA.
Landlord: 1340 Spring Street, PR, CA, LLC
27543 Ortega Highway
San Juan Capistrano, CA 92675
Attn: Patrick Meany
17. 7265 Las Vegas Blvd South, Las Vegas, NV 89119.
Landlord: Max Finklestein
6280 Lakeview Road
Lenoir City, TN 37772
With Notice: Max Finkelstein
88547 Old Highway
Tavernier, FL 33070
18. 3462 Katella, Los Alamitos, CA.
Landlord: Coastal Commercial Inv. Holdings, LLC.
11061 Los Alamitos Blvd.
Los Alamitos, CA 90720
19. 7020 Topanga Canyon Blvd., Canoga Park, CA 91303.
Landlord: KPM Management, LLC.
1131 Dolphin Terrace
Corona Del Mar, CA 92625
20. 6600 Menaul NE, Albuquerque, NM.
Landlord: Coronado Center, L.L.C.
110 North Wacker Drive
Chicago, IL 60606
Attn: General Counsel
21. 6322 W. Sahara, Las Vegas, NV 89146.
Landlord: West Sahara Associates
2206 Alameda Padre Serra
Santa Barbara, CA 93103
22. 4250 East Bonanza Road, Las Vegas, NV 89110.
Landlord: SET Properties
c/o: Priority One Commercial
7259 W. Sahara Avenue, Ste. 110
Las Vegas, NV 89119
23. 3913 Buck Owens Blvd., Bakersfield, CA 93308.
Landlord: KPM Management, LLC
1131 Dolphin Terrace
Corona Del Mar, CA 92625
24. 12915 Monterey Road, San Martin, CA 95046.
Landlord: Helen Filice
123 Misty Court
Santa Cruz, CA 95060
25. 331 6th Street, Turlock, CA 95380.
Landlord: Masacaja Holdings, LLC
5213 W. Main Street
Turlock, CA 95380
Attn: April Dias
26. 101 South Broadway, Santa Maria, CA 93454.
Landlord: SCP Woodland, LLC
777 North First Street, 5th Floor
San Jose, CA 95112
27. 3320 E. Stockton Hill Road #D2, Kingman, AZ.
Landlord: Kingman Gateway, LLC
c/o Pacific Coast Management Group
567 San Nicolas Drive, Ste. 220
Newport Beach, CA 92660
28. 4670 Central Way, Fairfield, CA 94534.
Landlord: B & L Properties
4630 Westamerica Drive, Suite A
Fairfield, CA 94534-4186
29. 7909 West Campo Bello Drive, Ste 1, Glendale, AZ 85308.
Landlord: Arrowhead Auto Center, LLC
3527 South Oak Street
Tempe, AZ 85282
30. 1710 S. Alma School Rd., Mesa, AZ 85210.
Landlord: KPM Management, LLC
1131 Dolphin Terrace
Corona Del Mar, CA 92625
31. 603 Colusa Avenue, Stes A – D, Yuba City, CA 95991.
Landlord: J.A. & P.R. Behel Revocable Trust
P.O. Box 549
Port Angeles, CA 98362
32. 4401 Granite Drive, Ste. 100, Rocklin, CA.
Landlord: Clark’s Corner Investments, LLC
8430 Deerbrook Court
Fair Oaks, CA 95628
Attn: Kraig Clark
33. 960 6th St., Suite 104, Norco, CA 92860.
Landlord: Norco Country Center, LLC
5353 E. 2nd Street, Suite 205
Long Beach, CA 90803
34. 10299 E. Stockton Blvd., Elk Grove, CA 95624-9710
Landlord: Kelly-Moore Paint Company, Inc.
c/o Northgate Asset Management
6506 Pacific Avenue
Stockton, CA 95207
Attn: Felicia Cabanig
35. 1799 Retherford St., Tulare, CA 93274-0806.
Landlord: KPM Management, LLC.
1131 Dolphin Terrace
Corona Del Mar, CA 92625
36. 3300 Broadway, Suite 308, Eureka, CA 95501.
Landlord: Bay Shore Mall Partners
c/o Rouse Properties, Inc.
1114 Avenue of the Americas, Ste 2800
New York, NY 10036
Attn: General Counsel
37. 1705 Highway #273, Anderson, CA 96007.
Landlord: Northwest Asset Management, Co.
1343 Locust Street, Suite 203
Walnut Creek, CA 94596
38. 285 West Shaw Avenue, Clovis, CA 93612
Landlord: Sunflower Clovis Investors, LLC
c/o Matteson Realty Services, Inc.
1825 S. Grand Street, Ste. #700
San Mateo, CA 94402
39. 2225 Plaza Parkway, Modesto, CA 95350.
Landlord: Central Valley Associates, LP
2222 E. Seventeenth Street
Santa Ana, CA 92705
40. 1445 Santa Rosa Avenue, Suites A1-A4, Santa Rosa, CA 95405.
Landlord: Rex Strickland, Santa Rosa Center, LLC
c/o: Keegan and Coopin Co., Inc.
Property Management
1355 N. Dutton Avenue, Suite 100
Santa Rosa, CA 95401-7107
41. 1475 N. Davis Road, Salinas, CA 93907
Landlord: SIBS, a Limited Partnership
6 Rossi Circle
Salinas, CA 93907
42. 1203 S. Carson, Carson City, NV 89701.
Landlord: The Carrington Company
627 H Street
Eureka, CA 95502
43. 3345 Kietzke Lane, Reno, NV 89502.
Landlord: 3345 Kietzke Lane, LLC
370 Descanso Lane
Sparks, NV 89441
44. 2539 Esplanade Rd., Chico, CA 95973-1163
Landlord: The Ernest and Marie Fortino Trust
4500 Campisi Court
Gilroy, CA 95020
45. 3776 South 16th Avenue, Tucson, AZ.
Landlord: Gee Garden Properties, LLC.
125 South Calle Chaparita
Tucson, AZ 85716
46. 3719 North Oracle Road, Tucson, AZ.
Landlord: WWT Ltd. Co.
P.O. Box 93656
Albuquerque, NM 87199-3656
47. 6701 East Broadway, Tucson, AZ 85710.
Landlord: Choice Properties Arizona, LLC
c/o: Progressive Property Management, LLC
4728 E. Broadway Blvd.
Tucson, AZ 85711
48. 3500 E. Route 66, Flagstaff, AZ 86004.
Landlord: Park Santa Fe Limited Partnership
c/o: CCA Acquision Co., LLC
5670 Wilshire Blvd., Ste. 1250
Los Angeles, CA 90036
49. 284 West Mariposa, Nogales, AZ 85621.
Landlord: Mariposa Shopping Center, LP
6007 E. Grant Rd.
Tucson, AZ 85712
50. 242 West 32nd Street, Yuma, AZ 85364.
Landlord: Albertson’s, LLC
250 Parkcenter Boulevard
Boise, ID 83726
Attn: Legal Department
51. 7321 Pav Way, Prescott Valley, AZ 86314.
Landlord: Four Seasons Investment Company, L.L.C.
3001 Main Street, Suite #2B
Prescott Valley, AZ 86314
52. 700 S. Telshor, Space 1208, Las Cruces, NM 88001.
Landlord: Mesilla Valley Mall, LLC
P.O. Box 933873
Atlanta, GA 31193-3873
53. 2700 South Woodlands Village Boulevard, Suite 500, Flagstaff, AZ 86001.
Landlord: Woodland Village Shopping Center, LLC
c/o CCA Acquision Co., LLC
5670 Wilshire Blvd., Ste. 1250
Los Angeles, CA 90036
54. 2200 El Mercado Loop, Space 1200, and Sierra Vista, AZ 85635.
Landlord: Sierra Vista Mall, LLC
c/o Rouse Properties, Inc.
1114 Avenue of the Americas, Ste. 2800
New York, NY 10036
Attn: General Counsel
55. 1955 S. Casino Dr., Laughlin, NV 89029.
Landlord: 1955 S. Casino Drive Holdings, LLC
c/o CW Capital Asset Management, LLC
7501 Wisconsin Avenue, Ste. 500,
West Bethesda, MD 20814
Attn: Burr Ault
56. 4481 South White Mountain Road, Show Low, AZ 85901.
Landlord: Twice Markets, L.L.C.
c/o: Zell Commercial Real Estate Services, Inc.
5343 N. 16th Street, Suite #290
Phoenix, AZ 85016
57. 804 North US Highway 491, Gallup, NM.
Landlord: Wilshire Heritage, LLC
120 El Camino Drive, Ste 206
Beverly Hills, CA 90212
With Notice: K. Joseph Shabani
Shabani & Shabani, LLP
1801 Avenue of the Stars, Ste. 1035
Los Angeles, CA 90067
58. 10701 Corrales Road, NW, Suites 12 & 14, Albuquerque, NM 87109.
Landlord: Reposado, LLC & Blue Ground, LLC
1503 Central Avenue NW, Suite A
Albuquerque, NM 87104
59. 4250 Cerrillos Road, Santa Fe, NM 87507.
Landlord: LSREF Summer REO Trust 2009
888 Seventh Ave, 4th Floor
New York, NY 10019
Attn: Sebastian Brown
60. 4601 E. Main, Farmington, NM 87402.
Landlord: Animas Valley Mall, LLC
c/o Rouse Properties, Inc.
1114 Avenue of the Americas, Ste. 2800
New York, NY 10036
61. 6210 San Mateo Blvd., NE, Albuquerque, NM 87109
Landlord: S.M.P. Ltd. Co.
P.O. Box 93656
Albuquerque, NM 87199-3656
62. 1518 Capital Ave., Cheyenne, WY.
Landlord: Intrawest Properties, Inc.
c/o Robert C. Whittington
219 Carter View Drive
Cody, WY 82414
63. 4519 Frontier Mall Dr., Cheyenne, WY.
Landlord: Corral Enterprises Partnership
c/o Robert C. Whittington
219 Carter View Drive
Cody, WY 82414
64. 158 North Third, Laramie, WY.
Landlord: Laramie Building Partnership
c/o Robert C. Whittington
219 Carter View Drive
Cody, WY 82414
65. 1625 Stampede Dr., Cody, WY.
Landlord: Cody Building Partnership
c/o Robert C. Whittington
219 Carter View Drive
Cody, WY 82414
66. 1683 Sunset Dr., Rock Springs, WY.
Landlord: Rock Springs Building Partnership
c/o Robert C. Whittington
219 Carter View Drive
Cody, WY 82414
67. 150 North Main, Sheridan, WY.
Landlord: Sheridan Building Partnership
c/o Robert C. Whittington
219 Carter View Drive
Cody, WY 82414
68. 3510 E. 2nd Street, Casper, WY.
Landlord: Eastside properties, LLC
P.O. Box 50730
Casper, WY 82605-0730
69. 2610 S. Douglas Hwy, Suite 100, Gillette, WY.
Landlord: CCA — Powder Basin Shopping Center, LLC
c/o Arcadia Management Group, Inc.
5670 Wilshire Blvd, Ste 1250
Los Angeles, CA 90036
70. 727 N. Federal, Riverton, WY.
Landlord: John D. Prideaux
P.O Box 20399
Wickenburg, AZ 85358
71. 1850 Harrison Blvd., Evanston, WY.
Landlord: David J. Moon
P.O. Box 841
Evanston, WY 82931
72. 840 West Broadway, Jackson, WY.
Landlord: P&R Investments, Inc.
c/o: A. Rodgers Everett
P.O. Box 1083
Jackson, WY 83001
73. 1920 E. Idaho, Elko, NV.
Landlord: Hawkins-Smith
c/o: Hawkins Company
855 Broad Street, Suite 300
Boise, ID 83702
74. 1460 W. Winnemucca Blvd., Winnemucca, NV 89445.
Landlord: Valley View Lafayette, LLC
c/o: Valley View Shopping Center
2811 E. Street, Suite B
Eureka, CA 95501
75. 327 South 24th Street West, Ste #1, Billings, MT 59102.
Landlord: Gilman-Kaufman Partnership
4415 Lewis Avenue
Billings, MT 59106
76. 830 S. Camino Del Rio, Durango, CO 81310
Landlord: Out Landish, LLC
c/o: Rathbun Properties
318 Diablo Road, Suite #240
Danville, CA 94526
77. 5720 North Academy Boulevard, Colorado Springs, CO 80918
Landlord: The Acorn Group
P.O. Box 1339
Pebble Beach, CA 93953
With Notice: Gilbert G. Weiskopf, Esq.
102 North Cascade Avenue, Ste 620
Colorado Springs, CO 80903
78. 2424 Highway 6 & 50, Grand Junction, CO 81505
Landlord: SM Mesa Mall, LLC
Management Office
2424 Highway 6 and 50
Grand Junction, CO 81505
79. 10910 Olson Drive, Suite #140, Rancho Cordova, CA 95670
Landlord: Gardenview Estates Venture, L.P. c/o:
Focus Commercial, Inc.
3105 Fite Circle #106
Sacramento, CA 95827
80. 15776 Laguna Canyon Road, Irvine, CA 92618 (Corporate)
Landlord: The Irvine Company LLC
550 Newport Center Drive
Newport Beach, CA 92660
81. 15770 Laguna Canyon Road, Irvine, CA 92618 (Corporate)
Landlord: The Irvine Company LLC
550 Newport Center D rive
Newport Beach, CA 92660
82. 2772 Main Street, Irvine, CA 92618 (Corporate Warehouse)
Landlord: Jamboree At Main, Ltd.
P.O. Box 19599
Irvine, CA 92623
83. 4414 South College Avenue, Fort Collins, CO 80525
Landlord: Generation H One and Two Limited Partnership
Post Office Box 272546
Fort Collins, CO 80527
84. 2221 NE 3rd Street, Bend, OR
Landlord: 2221 LLC
64155 Hunnell Road
Bend, OR 97701
85. 3429 Dillion Drive, Pueblo, CO 81008
Landlord: Renaissance Partners, LLC
900 North Michigan Avenue
14th Floor
Chicago, Illinois 60611
With Notice: c/o : Jones Lang LaSalle Americas, Inc.
200 E. Randolph
Chicago, IL 60601
Attn : Real Estate Notices (CSA)
86. 840 Biddle Road, Medford, OR 97504
Landlord: Bear Creek Ventures LLC
c/o: Aldy Damian
36 Country Lane
Rolling Hills Estates, CA 90274
87. 1108 NW Frontage Road, Troutdale, OR 97060
Landlord: The Melton Family Trust
Jerrold and Patricia Melton, Trustees
21600 NE 192nd Avenue
Battle Ground, WA 98604
88. 5352 South Freeway Park Drive, Riverdale, UT 84405
Landlord: CC Freeway Park, LC
c/o The Boyer Company, LC
90 South 400 West, Ste 200
Salt Lake City, UT 84101
89. 1175 Addison Avenue East, Twin Falls, Idaho 83301
Landlord: Blue Lakes Marketplace 5 Points, LLC
c/o Bonneville Realty Management
75 Fort Union Blvd, Ste C165
Midvale, UT 84047
Attn: Kevin Mortensen
90. 8525 W. Franklin Road, Boise, ID 83709
Landlord: Franklin Towne Plaza, LLC
855 W. Broad Street, Ste. 300
Boise, ID 83702
Attn: Legal Department
91. 1008 Cumberland Center Blvd., Lebanon, TN 37087
Landlord: J.D. Eatherly
1720 West End Avenue, Ste 600
Nashville, TN 37203
92. 1681 3rd Avenue West Unit 9, Dickinson, ND 58601
Landlord: GPCME LLC
33 9th Street West
Dickinson, ND 58601
Attn: Mark Grove
93. 1183 Eglin Street, Rapid City, SD 57701
Landlord: CPP Rushmore II, LLC
c/o Columbus Pacific Properties, Ltd.
429 Santa Monica Blvd., Ste 600
Santa Monica, CA 90401
With Notice: Midland Atlantic Development Company
8044 Montgomery Road, Ste 710
Cincinnati, OH 45236
Attn: Property Administration
94. 51027 Hwy 6, Ste 200, Glenwood Springs, CO
Landlord: Wood King LLLP
51027 Hwy 6 & 24, Ste 145
Glenwood Springs, CO 81601
95. 2230 N.W. 10 Street, Ocala, FL 34475
Landlord: Free as a Bird, LLC
2166 NW 10th Street
Ocala, FL 34475
Attn: Carmen Murvin
96. 2520 North U.S. Highway 441/27, Fruitland, FL 34731
Landlord: Carmen Properties, LLC.
2166 NW 10th Street,
Ocala, FL 34475
97. 240 Long Hollow Pike, Goodlettsville, TN
Landlord: J.D. Eatherly
1720 West End Avenue, Ste 600
Nashville, TN 37203
98. Mall of America, 386 N. Garden, Ste. #N386, Bloomington, MN
Landlord: MOAC MALL HOLDINGS, LLC
60 East Broadway,
Bloomington, MN 55425
99. 3443 SW Williston Road, Gainesville, FL 32608
Landlord: Carmin G. Murvin
2166 NW 10th Street
Ocala, FL 34475
100. Gurnee Mills Mall, 6170 West Grand Avenue, Gurnee, IL 60031
Landlord: Mall at Gurnee Mills, LLC
c/o Simon Property Group, Inc.
225 West Washington Street
Indianapolis, IN 46204
101. Kirkwood Mall, 635 Kirkwood Mall, Bismarck, ND 58504
Landlord: Kirkwood Mall Acquisition, LLC
NW 6227, PO Box 1450
Minneapolis, MN 55485
102. North Park Mall, 320 West Kimberly Rd, Ste. 206, Davenport, IA
Landlord: North Park Mall, LLC
401 Wilshire Blvd, Ste 700
Santa Monica, CA 90401
Attn: Legal Department
103. Valley West Mall, 1551 Valley West Dr. #187, Des Moines, IA
Landlord: Valley West, DM, LP
c/o Watson Center, Inc.
3100 West Lake Street, Ste 215
Minneapolis, MN 55416
104. 249 Blanding Blvd., Orange Park, FL 32073
Landlord: Larsen Properties, LLC
2166 NW 10th Street
Ocala, FL 34475
Attn: Carmen G. Murvin
105. West Acres Mall, 3902 13th Avenue SW, #301D, Fargo, ND
Landlord: West Acres Development, LLP.
3902 13th Avenue S, Ste 3717
Fargo, ND 58103
106. 3120 North Oak Street Extension, Valdosta, GA 31605
Landlord: Boot Hill Western Wear, Inc.
c/o Windy Hill, Inc.
8170 Highway 122 West
Hahira, GA 31632
107. Columbia Mall, 2800 S. Columbia Rd ., Grand Forks, ND
Landlord: Columbia Grand Forks, LLP
c/o GK Development, Inc.
257 Main Street, Ste. 100
Barrington, IL 60010
108. Crossroad Center, 4201 Division St. W., St. Cloud, MN
Landlord: St. Cloud, LLC
General Growth Properties, Inc
110 Wacker Drive
Chicago, IL 60606
Attn: Legal Department
109. Southern Hills Mall, 4400 Sergeant Rd.,#116, Sioux City, IA
Landlord: SM Southern Hills Mall, LLC
c/o Simon Property Group
225 West Washington Street
Indianapolis, IN 46204
110. 1208 20th Avenue SW, Ste 10, Minot, ND 58701
Landlord: Dakota UPREIT
3003 32nd Avenue. S, Ste 250
Fargo, ND 58103
With Notice: SMC Property Management
1408 20th Avenue SW., Ste 10
Minot, ND 58701
111. Oakwood Mall, 4800 Golf Road, Ste 420, Eau Claire, WI 54701
Landlord: Oakwood Hills Mall Partners LLP
General Growth Properties, Inc.
110 N. Wacker Drive
Chicago, IL 60606
Attn: Legal Department
112. Eastland Mall, 800 N. Green River Road, #452, Evansville, IN
Landlord: SM Eastland Mall, LLC
c/o The Macerich Company
401 Wilshire Blvd., Ste 700
Santa Monica, CA 90401
113. 8105 Moores Lane, Ste 205, Brentwood, TN 37027
Landlord: Gateway Kentfield, Inc.
28 State Street, 10th Flr
Boston, MA 02109
Attn: Asset Manager, Tennessee
With Notice: Boyle Investment Company
2000 Meridian Blvd., Ste 250
Franklin, TN 37067
Attn: Grant Kinnett
114. 3134 North 11th Street, Bismarck, ND 58503
Landlord: Henry A. Albers
3200 Winnipeg Drive
Bismarck, ND 58503
115. 2805 W. 41st Street, Sioux Falls, SD
Landlord: Plaza 41. LLC
c/o Dunham Property Management
230 S. Phillip Avenue, Ste 202
Sioux Falls, SD 57104
116. Opry Mills Mall, 405 Opry Mills Drive, Nashville, TN 37214
Landlord: Opry Mills Mall, LP
c/o Simon Property Group
225 West Washington Street
Indianapolis, IN 46204
117. 8111 Concord Mills Blvd. #538, Concord, NC 28027
Landlord: Mall at Concord Mills, LP
c/o The Mills a Simon Company
5425 Wisconsin Avenue, Ste 300
Chevy Chase, MD 20815
118. 2431 E. Colorado Blvd., Spearfish, SD 57783
Landlord: High Plains Plaza Ltd. Partnership c/o
Noddle Company
2285 S. 67th Street, Ste 250
Omaha, NE 68124
Attn: Mark Ringdorf
119. 10203 Birchridge, Suite 500, Humble, Texas 77338
Landlord: Deerbrook Point, L.P., PAL Realty, Inc.
24080 Highway 59 North
Suite 200
Kingwood, TX 77339
120. 10203 Birchridge, 2nd Floor, Humble, Texas 77338
Landlord: Deerbrook Point, L.P., PAL Realty, Inc.
24080 Highway 59 North
Suite 200
Kingwood, TX 77339
121. 10203 Birchridge, Suite E, Humble, Texas 77338
Landlord: Deerbrook Point, L.P., PAL Realty, Inc.
24080 Highway 59 North
Suite 200
Kingwood, TX 77339
122. 4600 South Medford Drive, Suite 1000, Lufkin, Texas 75901
Landlord: CC Investors 1996-1
P. O. Box 10324
Pittsburgh, PA 15332
Attn: Daniel G. Kamin
123. 2309 Highway 79 South, Henderson, Texas 75654
Landlord: Henderson Plaza Realty LP
c/o ORDA Corp.
15400 Knoll Trail, Suite 350
Dallas, TX 75248
124. 620 Pan American Drive Livingston, Texas 77351
Landlord: Don C. and Annita Baskin d/b/a Baskin’s Rent Properties
P. O. Box 244
Livingston, TX 77351
125. Suite #4, 3801 North Street, Nacogdoches, Texas 75961
Landlord: Northview Plaza II Joint Venture
c/o Gregory Commercial, Inc.
P. O. Box 7084
Dallas, TX 75209
126. 4530 South Broadway, Tyler, Texas 75703
Landlord: Lasater’s French Quarter Partnership
P. O. Box 1640
Mason, TX 76856
127. 1001 Main Street, Liberty, Texas 77575
Landlord: PELCO Properties, Inc.
P. O. Box 68
Dayton, TX 77535
128. 118 Col. Etheredge, Blvd., Huntsville, Texas 77340
Landlord: Don C. and Annita Baskin d/b/a Baskin’s Rent Properties
P. O. Box 244
Livingston, TX 77351
129. 1300 Pinecrest Drive East, Marshall, Texas 75670
Landlord: Marshall Mall Investors, L.P.
1300 E. Pinecrest Dr., Suite 120
Marshall, TX 75670
130. 327 S. Wheeler St., Jasper, Texas 75951
Landlord: Don C. and Annita Baskin d/b/a Baskin’s Rent Properties
P. O. Box 244
Livingston, TX 77351
131. 725 E. Villa Maria, Suite 4700, Bryan, Texas, 77802
Landlord: Tejas Center, Ltd.
3109 Texas Avenue
Bryan, TX
132. 850 N. Main Street, Vidor, Texas 77662
Landlord: Weingarten Realty Investors
P. O. Box 924133
Houston, TX 77292
133. 1908 N. Frazier St., Conroe, Texas 77301
Landlord: Brookshire Brothers, Ltd.
P. O. Box 1688
Lufkin, TX 75901
134. 3445 Gulf Freeway, Dickinson, Texas 77539
Landlord: Dixie Partners II, L.P.
P. O. Box 270874
Flower Mound, TX 75027
135. 2419 Gilmer Road, Longview, Texas 75604
Landlord: Gilmer Road Associates
P. O. Box 3449
Longview, TX 75606
136. 28000 Southwest Fwy, Rosenberg, Texas 77471
Landlord: Clay Group Properties
12338 Mally Meadow Lane
Sugarland, TX 77478
Attn: Bobby Patel
137. 120 Hwy 332 W 3, Lake Jackson, Texas 77566
Landlord: Brazos Square, LP
606 Oleander
Lake Jackson, TX 77566
138. 3201 North Hwy 75 Suite 102, Sherman, Texas 75090
Landlord: 75/82 Sherman Crossing, Ltd.
5001 LBJ Freeway
Suite 900
Dallas, TX 75244
139. 4123 Gibson Road, Texarkana, Texas 75503
Landlord: Deepwater Creek Texarkana, L.P.
3444 Summerhill Road
Texarkana, TX 75503
140. 1220 Airline Road, Corpus Christi, Texas 78412
Landlord: MSW Promenade, L.P.
5430 LBJ Freeway
Suite 1575
Dallas, TX 75240
141. 240 N. New Road, Waco, Texas 76710
Landlord: S&W-AL, LLC
1001 West Loop South #600
Houston, TX 77027-9082
142. 8154 Agora Parkway, Suite 100, Live Oak, Texas 78233
Landlord: Rose Forum Associates, L.P.
c/o AVR Realty Company LLC
1 Executive Boulevard
Yonkers, NY 10701
143. 1131 N. Burleson Blvd., Burelson, Texas 76028
Landlord: EE Burleson, L.P.
c/o Kimco Realty Corporation
P. O. Box 5020
New Hyde Park, NY 11042
144. 2990 East Prien Lake Road, Lake Charles, Louisiana 70615
Landlord: TSN Realty, LLC
c/o David B. Rubin
185 Canfield Drive
Stamford, CT 06902
145. 3111 Midwestern Parkway, Sikes Senter Mall, Wichita Falls, Texas 76308
Landlord: Sikes Senter, LLC
c/o Rouse Properties, Inc.
1114 Avenue of the Americas, Ste. 2800
New York, NY 10036-7703
Attn: General Counsel
146. Space No. 6501, Alexandria Mall, 3437 Masonic Drive, Alexandria, Louisiana 71301
Landlord: Alexandria Main Mall LLC
c/o Radiant Partners, LLC
145 West 45th Street, 10th floor
New York, NY 10036
Attn: Daniel Friedman
147. 10533 South Mall Drive, Baton Rouge, Louisiana 70809
Landlord: Siegen Lane Properties LLC
c/o Mall Properties, Inc.
1991 Crocker Road, Ste. 600
Westlake, OH 44145
148. 3320 Ambassador Caffery Parkway, Lafayette, Louisiana 70502
Landlord: Ambassador Way Associates, LP
c/o Fidelis Realty Partners, Ltd.
19 Briar Hollow Lane, Suite 100
Houston, TX 77027
149. 9795 FM 1960, Humble, Texas 77338
Landlord: Randall’s Food and Drugs, LP
3663 Briarpark
Houston, TX 77042
150. 24421 Katy Freeway, Katy, Texas 77494
Landlord: Bluecap, Ltd
c/o O. N. Baker
8554 Katy Freeway, Suite 301
Houston, TX 77024
151. 6550 Garth Rd., Baytown, Texas 77521
Landlord: Baytown Plaza Two, L.P.
c/o Gulf Coast Commercial Management
3120 Rogerdale Road, Suite 150
Houston, TX 77042
152. 127 NorthShore Blvd, Suite 2, Slidell, Louisiana 70460
Landlord: RCG — Slidell, LLC
3060 Peachtree Road, Ste. 400
Atlantic, GA 30305
Attn: Ericka Barber
153. Rayzor Ranch Marketplace, Denton, Texas
Landlord: Fortress Investment Group
c/o RR Marketplace LP
Attn: Andy Osborne
55221 North O’Connor Boulevard, Suite 700
154. 1951 South 25th East, Ammon, ID 83406
Landlord: Ammon Properties, L.C.
c/o: Woodbury Corporation
2733 E. Parleys Way, Ste. 300
Salt Lake City, UT 84109
155. 3666 Brooks Street, Missoula, MT 59801
Landlord: UT Missoula L.L.C.
c/o: Woodbury Corporation
2733 E. Parleys Way, Ste. 300
Salt Lake City, UT 84109
156. 8698 East Raintree Drive, Scottsdale, AZ 85260
Landlord: Umbral 2, LLC
20411 SW Birch Street, Ste. 360
Newport Beach, CA 92660
157. 2651 W. 29th Street, Greeley, CO 80631
Landlord: KLAC Rex, LLC
180 N. Michigan Avenue, Ste. 300
Chicago, IL 60601
Attn: Hersch Klaff and Leslie J. Marshall
With a copy to: Fox, Swibel, Levin & Carroll, LLP
200 West Madison Street
Chicago, IL 60606
Attn: Laurie A. Levin, Esq.
158. 2020 Gunbarrel Road, Chattanooga, TN 37421
Landlord: Robert F. Myer, COO
Hamilton Village Station, LLC.
11501 Northlake Drive
Cincinnati, Ohio 45249
With a copy to: Lease Administration Department
Phillips Edison & Company, Ltd.
11501 Northlake Drive
Cincinnati, Ohio 45249
159. Fallschase Shopping Center, Tallahassee, FL 32317
Landlord: CPP Fallschase II, LLC
c/o: Lormax Stern Development Company, LLC
38500 Woodward Avenue, Ste. 200
Bloomfield Hills, MI 48304
160. 915 W. Main Street, Bozeman, MT 59715
Landlord: MRH Partners, LLC
c/o Douglas L. Henzlik
13356 Metcalf Avenue
Overland Park, KS 66213
161. 1010 NE Coronado Drive, Blue Springs, MO 64014
Landlord: Blue Springs Partners, LP
c/o: RED Development
Lighton Tower
7500 College Blvd., Ste. 750
Overland Park, KS 66210
Attn: Property Manager
162. 14384 Lincoln Street, Thornton, CO 80023
Landlord: Thornton Development, L.L.C.
c/o: Staenberg Group, Inc.
2127 Innerbelt Business Center Drive, Ste. 310
St. Louis, MO 63114
163. 2200 War Admiral Way, Lexington, KY 40509
Landlord: War Admiral Place, LLC
P.O. Box 12128
Lexington, KY 40509
Attn: Patrick W. Madden
With notice to: War Admiral Place, LLC
2517 Sir Barton Way
Lexington, KY 40509
Attn: Patrick W. Madden
164. 65 Treeline Road, Kalispell, MT 59901
Landlord: TKG Spring Prairie Development Three, LLC
c/o TKG Management, Inc.
211 N. Stadium Blvd., Ste 201
Columbia, Missouri 65233
With a copy to: TKG Spring Prairie Development Three, LLC
c/o TKG Management, Inc.
211 N. Stadium Blvd., Ste 201
Columbia, Missouri 65233
Attn: General Counsel
165. 17815 La Cantera Parkway, San Antonio, TX
Landlord: Phase V Rim, LLC
45 Ansley Drive
Newnan, GA 30263
Attn: Lease Administration
166. 318 Broadway, Nashville, TN 37201
Landlord: 318 Partners, GP
1920 Adelicia Street, Ste. 500
Nashville, TN 37212
Attn: J. Ronald Scott
167. 2315 Summa Drive, Ste. 1C, Las Vegas, NV 37201
Landlord: The Shops at Summerlin South, LP
c/o The Howard Hughes Corporation
One Galleria Tower, 22nd Floor
13355 Noel Road
Dallas, TX 75240
Attn: General Counsel
With a copy to: The Shops at Summerlin South, LP
10801 West Charleston Blvd.
Las Vegas, NV 89135
Attn: Legal Department
(ii) (A) Places of Business:
See Section (i) above.
(B) Chief Executive Office:
Boot Barn, Inc.
15776 Laguna Canyon Road, Irvine, Orange County, CA 92618
Schedule 4.15(c) - Locations of Loan Parties
Loan Party |
| Chief Executive Office |
Boot Barn, Inc. |
| 15776 Laguna Canyon Road, Irvine, Orange County, CA 92618 |
Boot Barn Holding Corporation |
| 15776 Laguna Canyon Road, Irvine, Orange County, CA 92618 |
RCC Western Stores, Inc. |
| 15776 Laguna Canyon Road, Irvine, Orange County, CA 92618 |
Baskins Acquisition Holdings, LLC |
| 15776 Laguna Canyon Road, Irvine, Orange County, CA 92618 |
Baskins Acquisition Holdings, LLC changed its chief executive office location within the last twelve (12) months from 10203 Birchridge Drive, Suite 500 Humble, Harris County, TX 77338 to the address above.
Schedule 4.15(c)
Schedule 4.15(h)(1) — Blocked Account Banks
Wells Fargo Bank and BBVA Compass
Schedule 4.15(h)(2) — Deposit and Investment Accounts
Loan Party |
| Financial Institution |
| Account Numbers |
|
|
|
|
|
Borrower |
| PNC Bank |
| · Funding Account: [***] · Internet Credit Cards: [***] · Store Credit Cards: [***] · Wire Transfers and Other Deposits: [***] · RCC Collection: [***] · RCC Credit Card: [***] |
|
|
|
|
|
|
| City National Bank |
| · Payroll Account: [***] |
|
|
|
|
|
|
| Wells Fargo Bank |
| · Account: [***] |
|
|
|
|
|
|
| BBVA Compass |
| · Account: [***] |
|
|
|
|
|
|
| Chase Bank |
| · Account: [***] |
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
Schedule 4.15(h)
Schedule 5.2(a) - States of Qualification and Good Standing
Loan Party |
| State of |
| Other States in Which Loan Party |
|
|
|
|
|
Boot Barn Holding Corporation |
| Delaware |
| None |
|
|
|
|
|
Boot Barn, Inc. |
| Delaware |
| California Wyoming Arizona Texas |
|
|
|
|
|
RCC Western Stores, Inc. |
| South Dakota |
| None |
|
|
|
|
|
Baskins Acquisition Holdings, LLC |
| Delaware |
| Texas |
Schedule 5.2(a)
Schedule 5.9 - Intellectual Property; Source Code Escrow Agreement
Listed below are trademarks pending or registered by the Loan Parties. Parent Holdco or Borrower intends to abandon those trademarks whose registration numbers are marked with an asterisk (*) when the registrations for such trademarks come up for renewal, as they are no longer material to the business of Parent Holdco or Borrower, as applicable.
Mark |
| Registration |
| Application |
| Current |
|
|
|
|
|
|
|
BOOT BARN |
| 2,307,397 01/11/2000 |
| 75/579,578 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
|
| 3,696,624 10/13/2009 |
| 77/467,382 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
WESTERN WAREHOUSE |
| 1,197,321* 06/08/1982 |
| 73,229,113 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
WESTERN WAREHOUSE |
| 1,786,004 08/03/1993 |
| 74/334,293 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
CORRAL WEST |
| 3,135,148 8/29/2006 |
| 78/569,082 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
CORRAL WEST RANCHWEAR |
| 3,135,156 08/29/2006 |
| 78/569,628 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
CWR WORKWEAR DEPOT |
| CANCELED | ||||
|
|
|
|
|
|
|
CWR |
| CANCELED | ||||
|
|
|
|
|
|
|
CODY JAMES |
| 1,818,497 01/25/1994 |
| 74/209,357 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
JOB SITE |
| 2,193,695 10/06/1998 |
| 75/346,364 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
AMERICAN WORKER HEAD TO TOE WORK WEAR |
| 3,941,630 04/05/2011 |
| 77/891,409 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
SHYANNE |
| 3,615,901 05/05/2009 |
| 77/584,307 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
STINKY BOOT |
| 4247245 11/20/2012 |
| 85/465,810 |
| Boot Barn, Inc. |
Mark |
| Registration |
| Application |
| Current |
|
|
|
|
|
|
|
|
| N/A |
| 85722240 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
|
| N/A |
| 85718520 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
RCC WESTERN STORES |
| 3,676,190 9/01/2009 |
| 77673023 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
|
| 3,685,540 9/22/2009 |
| 77673019 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
|
| 4,164,753 6/26/2012 |
| 85506201 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
RCC WESTERN WEAR |
| 4,164,271 6/26/2012 |
| 85457801 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
Baskins |
| 4256229 12/11/2012 |
| 85446448 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
|
| 4157456 6/12/2012 |
| 85446755 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
Diamond B |
| 3541365 12/2/2008 |
| 77293760 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
|
| 3457163 7/1/2008 |
| 77294779 |
| Boot Barn, Inc. |
Mark |
| Registration |
| Application |
| Current |
|
|
|
|
|
|
|
Outfitting Texans Since 1972 |
| 4260163 12/18/2012 |
| 85446958 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
The Official Western Store of Texas |
| 4326046 4/23/2013 |
| 85446863 |
| Boot Barn, Inc. |
|
|
|
|
|
|
|
|
| CANCELED | ||||
Below is a list of registered domain names that are owned and/or used by the Loan Parties. Certain of the domain names listed below include the business names and/or trademarks of third parties and those third parties may claim rights in such domain names.
Domain Name |
| Owner |
| Expires |
| Registrar |
alligatorboots.com |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions, LLC |
americanworker.com |
| Boot Barn |
| 28-Jan-2016 |
| Network Solutions, LLC |
belt.org |
| Boot Barn |
| 02-Feb-2014 |
| Network Solutions LLC |
Belts.org |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions LLC |
blowoutbarn.com |
| Boot Barn |
| 29-Jun-2013 |
| Network Solutions, LLC |
bootbarn.biz |
| Boot Barn |
| 11-Feb-2014 |
| Network Solutions LLC |
bootbarn.bz |
| Boot Barn |
| 12-Feb-2014 |
| Network Solutions, LLC |
bootbarn.com |
| Boot Barn |
| 14-Mar-2016 |
| Network Solutions, LLC |
Boot-barn.com |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions, LLC |
bootbarn.info |
| Boot Barn |
| 12-Feb-2014 |
| Network Solutions |
bootbarn.net |
| Boot Barn |
| 04-Dec-2013 |
| Network Solutions, LLC |
Boot-barn.net |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions, LLC |
bootbarn.org |
| Boot Barn |
| 23-Jan-2014 |
| Network Solutions LLC |
Boot-barn.org |
| Boot Barn |
| 03-Feb-2014 |
| Network |
Domain Name |
| Owner |
| Expires |
| Registrar |
|
|
|
|
|
| Solutions LLC |
bootbarn.tv |
| Boot Barn |
| 12-Feb-2014 |
| Network Solutions LLC |
bootbarn.ws |
| Boot Barn |
| 12-Feb-2014 |
| Network Solutions, LLC |
bootbarnoutlet.com |
| Boot Barn |
| 29-Jun-2013 |
| Network Solutions, LLC |
bootbarnrsp.com |
| Boot Barn |
| 07-Mar-2016 |
| Network Solutions, LLC |
boots.org |
| Boot Barn |
| 13-Jul-2014 |
| Network Solutions, LLC |
boots-online.com |
| Boot Barn |
| 02-Feb-2016 |
| Network Solutions, LLC |
bootsonline.net |
| Boot Barn |
| 23-Jan-2014 |
| Network Solutions, LLC |
boots-online.net |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions, LLC |
buyboots.net |
| Boot Barn |
| 02-Feb-2014 |
| Network Solutions, LLC |
corralwest.com |
| Boot Barn |
| 14-Nov-2014 |
| Network Solutions, LLC |
corral-west.com |
| Boot Barn |
| 29-Apr-2015 |
| Network Solutions, LLC |
corralwest.net |
| Boot Barn |
| 29-Apr-2015 |
| Network Solutions, LLC |
corral-west.net |
| Boot Barn |
| 16-Aug-2013 |
| Network Solutions, LLC |
corralwest.org |
| Boot Barn |
| 31-Aug-2015 |
| Network Solutions LLC |
corralwestranchwear.com |
| Boot Barn |
| 15-Feb-2014 |
| Network Solutions, LLC |
country-western.net |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions, LLC |
countrywestern.org |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions LLC |
country-western.org |
| Boot Barn |
| 04-Feb-2014 |
| Network Solutions LLC |
cowboy-boot.com |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions, LLC |
cowboyboot.net |
| Boot Barn |
| 13-Jul-2014 |
| Network Solutions, LLC |
cowboy-boot.net |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions, LLC |
cowboyboot.org |
| Boot Barn |
| 23-Jan-2014 |
| Network Solutions LLC |
Domain Name |
| Owner |
| Expires |
| Registrar |
cowboyboots.net |
| Boot Barn |
| 12-Jul-2014 |
| Network Solutions, LLC |
lizardboots.com |
| Boot Barn |
| 02-Feb-2014 |
| Network Solutions, LLC |
onlygreatpeopleapply.com |
| Boot Barn |
| 20-Jun-2014 |
| Network Solutions, LLC |
rccwesternstores.ws |
| Boot Barn |
| 20-Sep-2015 |
| Network Solutions, LLC |
strawhats.com |
| Boot Barn |
| 29-Jan-2014 |
| Network Solutions, LLC |
timsbootbarn.com |
| Boot Barn |
| 27-Dec-2014 |
| Network Solutions, LLC |
western-online.com |
| Boot Barn |
| 28-Jan-2014 |
| Network Solutions, LLC |
western-online.net |
| Boot Barn |
| 02-Feb-2014 |
| Network Solutions, LLC |
westernonline.org |
| Boot Barn |
| 02-Feb-2014 |
| Network Solutions LLC |
western-online.org |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions LLC |
westernwarehouse.com |
| Boot Barn |
| 17-Apr-2015 |
| Network Solutions, LLC |
western-wear.net |
| Boot Barn |
| 23-Jan-2014 |
| Network Solutions, LLC |
westernwear.org |
| Boot Barn |
| 23-Jan-2014 |
| Network Solutions LLC |
western-wear.org |
| Boot Barn |
| 02-Feb-2014 |
| Network Solutions LLC |
wootbarn.com |
| Boot Barn |
| 29-Jun-2013 |
| Network Solutions, LLC |
work-boot.com |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions, LLC |
workboot.org |
| Boot Barn |
| 24-Jan-2014 |
| Network Solutions LLC |
workbootbarn.com |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions, LLC |
workbootbarn.net |
| Boot Barn |
| 02-Feb-2014 |
| Network Solutions, LLC |
work-boots.com |
| Boot Barn |
| 02-Feb-2014 |
| Network Solutions, LLC |
workboots.net |
| Boot Barn |
| 12-Jul-2014 |
| Network Solutions, LLC |
workgear.net |
| Boot Barn |
| 04-Feb-2014 |
| Network Solutions, LLC |
work-wear.net |
| Boot Barn |
| 03-Feb-2014 |
| Network |
Domain Name |
| Owner |
| Expires |
| Registrar |
|
|
|
|
|
| Solutions, LLC |
workzoneusa.com |
| Boot Barn |
| 03-Feb-2014 |
| Network Solutions, LLC |
americanlifestyle.com |
| Boot Barn |
| 1/5/2018 |
| GoDaddy |
boothillvaldosta.com |
| Boot Barn |
| 11/7/2017 |
| GoDaddy |
codyjames.biz |
| Boot Barn |
| 1/24/2015 |
| GoDaddy |
codyjames.mobi |
| Boot Barn |
| 1/25/2015 |
| GoDaddy |
codyjames.us |
| Boot Barn |
| 1/24/2015 |
| GoDaddy |
foranamericanlifestyle.com |
| Boot Barn |
| 1/5/2018 |
| GoDaddy |
rapidcityclothing.com |
| Boot Barn |
| 1/5/2018 |
| GoDaddy |
rccwestern.com |
| Boot Barn |
| 5/16/2019 |
| GoDaddy |
rccwesternjobs.com |
| Boot Barn |
| 7/1/2016 |
| GoDaddy |
rccwesternoutlet.com |
| Boot Barn |
| 1/5/2018 |
| GoDaddy |
rccwesternstore.com |
| Boot Barn |
| 12/10/2017 |
| GoDaddy |
rccwesternstores.com |
| Boot Barn |
| 1/10/2019 |
| GoDaddy |
rccwesternstoresinc.com |
| Boot Barn |
| 1/2/2018 |
| GoDaddy |
rccwesternwear.com |
| Boot Barn |
| 8/10/2020 |
| GoDaddy |
rccwesternworld.com |
| Boot Barn |
| 1/5/2018 |
| GoDaddy |
shyanne.biz |
| Boot Barn |
| 1/24/2015 |
| GoDaddy |
shyanne.mobi |
| Boot Barn |
| 1/25/2015 |
| GoDaddy |
shyanne.us |
| Boot Barn |
| 1/24/2015 |
| GoDaddy |
thecoyboysuperstore.com |
| Boot Barn |
| 1/5/2018 |
| GoDaddy |
westernwaysd.com |
| Boot Barn |
| 1/5/2018 |
| GoDaddy |
wishfulthinkingfl.com |
| Boot Barn |
| 3/17/2019 |
| GoDaddy |
wishfulthinkingwestern.com |
| Boot Barn |
| 1/5/2018 |
| Go Daddy |
workwarehousesd.com |
| Boot Barn |
| 1/5/2018 |
| Go Daddy |
Baskins.biz |
| Baskins |
| 6/6/2014 |
| Network Solutions, LLC |
Baskins.com |
| Baskins |
| 9/9/2015 |
| Network Solutions, LLC |
Baskins.net |
| Baskins |
| 6/6/2014 |
| Network Solutions, LLC |
Baskins.org |
| Baskins |
| 6/6/2014 |
| Network Solutions, LLC |
Baskinsindustrial.com |
| Baskins |
| 2/5/2019 |
| Hostmonster |
Baskinswestern.com |
| Baskins |
| 1/16/2014 |
| Hostmonster |
Troubadourboots.com |
| Baskins |
| 2/10/2014 |
| Hostmonster |
Troubadourbootsonline.com |
| Baskins |
| 2/10/2014 |
| Hostmonster |
1. No Loan Party is the owner of any material software and as a result is neither in possession of source code or object code related to any material software owned by Parent Holdco or Borrower, nor is a beneficiary of a source code escrow agreement with respect to any material software owned by Parent Holdco or Borrower. Parent Holdco
and/or Borrower license the following software from third parties (excluding licensed software that is licensed on generally available standard terms for internal use which is not listed below), and have entered into source code escrow agreements with respect to certain of such third party software, as identified below:
(a) Software as a Service Master Agreement dated February 26, 2008 among NSB Retail Solutions Inc. and Boot Barn, Inc., together with schedules thereto and statements of work agreed upon thereunder.
(b) Source Code Escrow Agreement between NSB Retail Inc. and Boot Barn, Inc., dated February 26, 2008, regarding source code escrow held by Data Securities International, Inc.
(c) Master Subscription and Services Agreement dated March 24, 2010 among Demandware, Inc. and Boot Barn, Inc.
(d) Two-Party Escrow Service Agreement dated April 22, 2005 among Demandware, Inc., Iron Mountain Intellectual Property Management, Inc. Boot Barn, Inc. is in process of enrolling as a beneficiary under such agreement.
(e) Software Licensing Agreement dated April 6, 2010 among MainStreet Commerce LC and Boot Barn, Inc.
(f) Three-Party Master Depositor Escrow Service Agreement dated February 26, 2010 among MainStreet Commerce LC, Iron Mountain Intellectual Property Management, Inc. Boot Barn, Inc. is in process of enrolling as a beneficiary under such agreement.
(g) PowerReviews Master Terms, and Conditions and Product Reviews Service Schedule agreed upon thereunder, among PowerReviews, Inc. and Boot Barn, Inc. dated April 28, 2010
(h) Service Agreement dated November 2, 2010 among MyBuys, Inc. and Boot Barn, Inc.
(i) Order Form and End User Agreement, each dated April 30, 2010, among Coremetrics, Inc. and Boot Barn, Inc.
(j) License Agreement dated April 14, 2010 among Kenshoo, Inc. and Boot Barn, Inc.
Schedule 5.31 - Insurance
Named Insured: Boot Barn, Inc., Boot Barn Holding Corporation, WW Top Investment Corporation; WW Holding Corp., RCC Western Stores, Inc., and Baskins Acquisition Holdings, LLC; Wishful Thinking; Baskins Western & Work Wear
Commercial Property Coverage Summary
Carrier: Travelers Property Casualty
Policy No.: 630930K5860
Policy Term: 10/01/13 to 10/01/14
Blanket Description of Coverage or Property |
| Limits of Insurance |
Buildings |
| $36,026,910 |
Your Business Personal Property (Excluding Stock) Includes: · EDP Equipment, · Data & Media, · Tenant Improvements & Betterments |
| $25,721,775 |
Stock (Peak Season) |
| $105,753,800 |
Personal Property of Others |
| Included |
Business Income including Rental Value and Ordinary Payroll with Extended Business Income for 180 Days |
| $46,658,419 |
Earthquake, per occurrence & policy aggregate · CA & NV Scheduled Locations · Non CA & Non NV Scheduled Locations |
|
$1,000,000 $2,500,000 |
Flood coverage, per occurrence & policy aggregate ·Flood zone locations ·Non flood zone locations |
|
$1,000,000 $2,500,000 |
Deductibles |
| Occurrence |
Property — All other perils |
| $5,000 |
Business Income |
| 24 Hours |
Utility Services |
| 24 Hours |
Earthquake — Time Element |
| 72 Hours |
Earthquake — CA & NV Covered Locations Other Covered Locations |
| $100,000 $25,000 |
Flood — Scheduled Premises not in flood zones - Scheduled Premises in flood zones - Time Element |
| $25,000 $100,000 72 Hours |
Windstorm or Hail — TX, LA, FL |
| 5%/$100,000 72 Hours for Time Element |
Schedule 5.31
Commercial General Liability Coverage Summary
Carrier: Travelers Property Casualty
Policy No.: 630930K5860
Policy Term: 10/01/13 to 10/01/14
Type of Coverage |
| Limit of Liability |
| Description |
Total Aggregate Limit |
| $25,000,000 |
| Total Annual Aggregate |
General Aggregate Limit |
| $2,000,000 |
| The most the company will pay for the sum of medical expenses, premises/operations claims and claims paid under the Personal/Advertising Injury coverage. |
Premises/Operations-Each Occurrence |
| $1,000,000 |
| Insures against damages from bodily injury/property damages from ownership, maintenance or use of premises or operations in progress. |
Products/Completed Operations Aggregate Limit |
| $2,000,000 |
| The most the company will pay for damages arising from the products/completed operations hazard. |
Products/Completed Operations- Each Occurrence |
| $1,000,000 |
| Insures against damages resulting from bodily Injury/property damage resulting from your products or work (when the damage occurs away from premises you own or rent, unless products are for consumption on premises. |
Personal/Advertising Injury Limit |
| $1,000,000 |
| Insures against claims of false arrest, detention, imprisonment or malicious prosecution, violation of right of privacy, wrongful entry/eviction and claims of libel, slander, defamation of character, product disparagement, piracy, copyright infringement arising from advertising of goods/products/services. |
Fire Damage Limit — Any One Fire |
| $1,000,000 |
| Covers liability from damage by peril of fire to structures rented by you. |
Employee Benefits Liability |
| $1,000,000 $2,000,000 None |
| Occurrence Limit Aggregate Limit Deductible — Each Claim Retroactive Date: 10/1/2012 |
Commercial Automobile Coverage Summary
Carrier: Travelers Property Casualty
Policy No.: 810930K5860
Policy Term: 10/01/13 to 10/01/14
Coverage |
| Symbol |
| Limit or Deductible |
Bodily Injury & Property Damage — CSL |
| 1 |
| $1,000,000 |
Medical Payments |
| 2 |
| $5,000 |
Personal Injury Protection |
| 5 |
| Statutory Minimum Limits |
Uninsured Motorists Liability |
| 2 |
| $1,000,000 |
Underinsured Motorists Liability |
| 2 |
| $1,000,000 |
Comprehensive Deductible-Scheduled Vehicles |
| 2 |
| See Vehicle Schedule |
Collision Deductible-Scheduled Vehicles |
| 2 |
| See Vehicle Schedule |
Hired & Non-owned Automobile Liability |
| 8, 9 |
| $1,000,000 |
Hired Car Physical Damage Limit |
| 8 |
| Actual Cash Value or Cost of Repair, whichever is less, minus deductible |
Hired Car Physical Damage — Comprehensive Deductible |
| 8 |
| $1,000 |
Hired Car Physical Damage Limit — Collision Deductible |
| 8 |
| $1,000 |
Rental Reimbursement |
|
|
| No. of Days: 30 Amount Per Day: $50 Any One Period: $1,500 |
Symbol Key
Symbol |
| Description |
1 |
| Any Auto |
2 |
| Owned Autos Only |
3 |
| Owned Private Passenger Autos Only |
4 |
| Owned Autos Other Than Private Passenger Autos Only |
5 |
| Owned Autos Subject to No-Fault |
6 |
| Owned Autos Subject to Compulsory Uninsured Motorists Las |
7 |
| Specifically Described Autos |
8 |
| Hired Autos Only |
9 |
| Non-owned Autos Only |
19 |
| Mobile Equipment Subject to Compulsory Financial Responsibility or Other Motor Vehicle Insurance Law Only |
Commercial Workers Compensation Coverage Summary
Carrier: Travelers Property Casualty
Policy No.: UB930K5860
Policy Term: 10/01/13 to 10/01/14
Workers Compensation Benefits (A):
States: AZ, CA, CO, FL, GA, IA, ID, IL, IN, LA, MN, MO, MT, NV, NM, NC, OR, SD, TN, TX, UT, WI
Employers Liability (B):
Bodily Injury by Accident |
| $ | 1,000,000 |
| Each Accident |
Bodily Injury by Disease |
| $ | 1,000,000 |
| Policy Limit |
Bodily Injury by Disease |
| $ | 1,000,000 |
| Each Employee |
Additional Coverage:
Other States Coverage | (Except Monopolistic States) North Dakota, Ohio, Washington, Wyoming - Providing Employers Liability - Stop Gap for North Dakota and Wyoming |
Commercial Umbrella Liability Coverage Summary
Carrier: Travelers Property Casualty
Policy No: CUP930K5860
Policy Term: 10/01/13 to 10/01/14
Coverage |
| Limit of Liability | |
Any one Occurrence |
| $ | 15,000,000 |
Annual Aggregate |
| $ | 15,000,000 |
Retained Limit |
| None | |
International Coverage Summary
Carrier: Continental Insurance Company
Policy No.: PST422337630
Policy Term: 10/01/13 to 10/01/14
Territory: | Anywhere in the world except the United States, its territories and Possessions, Puerto Rico, Canada and excluding any insurance transactions prohibited by law or regulation of any country. |
| (For the latest information on sanctions please refer to the Office of Foreign Assets Control section on the U.S. Department of the Treasury website http://www.treas.gov/ofac.) |
Jurisdiction: | Worldwide, except any insurance transactions which are subject to trade or economic embargoes imposed by the laws or regulations of any country. |
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General Info.: | 90 Days Notice of Cancellation |
| 10 Days Cancellation for Non-Payment |
| 30 Days Notice for Non-Renewal |
| Broad Named Insured Wording |
Property:
Description of Premises |
| Limit of Insurance |
| Deductible | ||
Business Personal Property at Undesignated Locations |
| $ | 25,000 |
| $ | 2,500 |
Terms: Replacement Cost, No Coinsurance Penalty
Endorsements amending standard form:
· War or Terrorist Action Exclusion
· Computer Virus and Systems Penetration Exclusion
· Total Mold Exclusion
Ocean Cargo Coverage & Domestic Transportation:
Commodity Description |
| Prem. Rating Basis |
| Rate | |
Footwear — Personal Property at undesignated Locations and In Transit |
| Annual/$600,000 |
| $ | .28 |
Limits of Insurance:
|
| Limit of Liability |
| Deductibles | ||
Any one conveyance |
| $ | 250,000 |
| $ | 2,500 |
Any one on-deck conveyance |
| $ | 25,000 |
| $ | 2,500 |
Per package by mail or parcel post |
| $ | 500 |
| $ | 0 |
Coverage Type: | All Risk |
Transportation Information: | Trucks, Steamer and/or Air |
Valuation: | CIF plus 10% |
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Endorsements amending standard form: | |
Strikes, Riots & Civil Commotions | |
Economic and Trade Sanctions Condition | |
AIMU Extended Radioactive Contamination Exclusion Clause & Chemical | |
Biological etc. Exclusion Clause | |
| |
Other: Insurance Coverage for Acts of Terrorism Option | |
General Liability Limits of Insurance:
Coverage |
| Each Occurrence |
| Aggregate |
Bodily Injury & Property Damage |
| $1,000,000 |
| $2,000,000 |
Products/Completed Operations |
| $1,000,000 |
| $1,000,000 |
Personal and Advertising Injury |
| $1,000,000 |
| $1,000,000 |
Premises Legal Liability |
| $1,000,000 |
| $1,000,000 |
Medical Expense |
| $10,000 Per person $50,000 Per accident |
| Incl. in BI/PD Aggregate Incl. in BI/PD Aggregate |
Employee Benefit |
| $1,000,000 Each employee $1,000,000 Aggregate $1,000 Deductible |
| Occurrence Form with Prior Acts Excluded |
Crime Limits of Insurance:
Coverage Descriptions |
| Limits of Insurance |
| Deductible |
| ||
Employee Dishonesty |
| $ | 25,000 |
| $ | 2,500 |
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Forgery & Alteration |
| $ | 25,000 |
| $ | 2,500 |
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Theft |
| $ | 25,000 |
| $ | 2,500 |
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Computer Fraud |
| $ | 25,000 |
| $ | 2,500 |
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Extortion |
| $ | 25,000 |
| $ | 2,500 |
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Robbery and Burglary |
| $ | 25,000 |
| $ | 2,500 |
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Electronic Wire Transfer Communications Fraud |
| $ | 25,000 |
| $ | 2,500 |
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Counterfeit US/Canadian Paper Currency and Money Orders |
| $ | 25,000 |
| $ | 2,500 |
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Additional Coverages/Coverage Extensions:
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| Sub-Limit |
| Deductible |
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Loss outside policy territory (Aggregate — All Coverages) |
| $ | 5,000 |
| $ | 2,500 |
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International Travel Accident
Exposure (Class) Description |
| Prem. Rating Basis |
US Nationals — Annual |
| N/A |
US Nationals — Day |
| 90 Days |
Medical Expenses |
| Included |
No. of dependents (incl. spouse) |
| Included |
Coverage Details:
Coverage |
| Class Applicable |
| Principal Sum |
| |
Broad Business Trip Coverage |
| Class 1 |
| $ | 100,000 |
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Spouse Coverage while on Business or Relocation Trip |
| Class 2 |
| $ | 25,000 |
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Dependent Coverage while on Business or Relocation Trip |
| Class 3 |
| $ | 10,000 |
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Medical Expense Accident |
| Class 1 |
| $ | 10,000 |
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Aggregate Limit of Indemnity: |
| $500,000 - Per Accident |
Description of Insured Persons:
Class 1: All North American employees of the Holder, who are citizens or legal permanent residents of the United States.
Class 2: All Spouses of an Insured Class 1 employee
Class 3: All dependent child(ren) of an Insured Class 1 employee
Endorsements amending standard form: Economic and Trade Sanctions Condition
International Auto Limits of Insurance:
Coverages |
| Limits |
Bodily Injury/Property Damage Liability for any one occurrence — Combined Single Limit |
| $1,000,000 |
Auto medical expense coverage, each person |
| $10,000 |
Auto medical expense coverage, each accident |
| $50,000 |
Hired DIC/Excess Physical Damage |
| $2,500 Per Accident $25,000 Policy Period |
Coverage is DIC/Excess over local compulsory limits, whichever is greater.
International Foreign Voluntary Workers’ Compensation and Employers Liability Coverage:
Limits of Insurance:
Workers Compensation Insurance: |
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U.S./Canadian Employees |
| State of Hire Benefits |
Third Country Nationals |
| Country of Origin Benefits |
Local Nationals |
| Employers Liability Only |
Employers Liability Insurance: |
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Bodily Injury by Accident (each accident) |
| $1,000,000 |
Bodily Injury by Disease (policy limit) |
| $1,000,000 |
Bodily Injury by Disease (each employee) |
| $1,000,000 |
International Kidnap and Ransom/Wrongful Detention Coverage:
Limits of Insurance:
Each Occurrence |
| Total Policy Aggregate |
| Deductible |
| |||
$ | 50,000 |
| $ | 50,000 |
| $ | 0 |
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International Confiscation, Expropriation and Nationalization Coverage:
Limits of Insurance:
Each Occurrence |
| Total Policy Aggregate |
| Deductible |
| |
$ | 25,000 |
| $25,000 Subject to a 120 days waiting period |
| 0 |
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Cyber Liability Coverage Summary
Carrier: AIG Specialty Insurance Co
Policy No: 01-541-04-81
Policy Term: 10/01/13 to 10/01/14
Coverage |
| Limit of Liability |
| |
Limit of Liability |
| $ | 3,000,000 |
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Media Content Insurance |
| $ | 3,000,000 |
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Security and Privacy Insurance |
| $ | 3,000,000 |
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Regulatory Action Sublimit of Liability |
| $ | 3,000,000 |
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Network Interruption |
| $ | 3,000,000 |
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Event Management Insurance |
| $ | 500,000 |
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Cyber Extortion Insurance |
| $ | 3,000,000 |
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Crisis Fund Insurance |
| $ | 100,000 |
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Retention |
| $ | 50,000 |
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Schedule 7.10 — Transactions with Affiliates
WW Top Investment Corporation Stockholder Agreement dated as of December 12, 2011, by and among FS Equity Partners VI, L.P., FS Affiliates VI, L.P., Other Stockholders, WW Top Investment Corporation and Boot Barn Holding Corporation, as amended from time to time.
That certain lease between Baskins and Don C. and Annita Baskin d/b/a BASKiN’s Rent Properties for the property located at 620 Pan American Drive, Livingston, Texas 77351
That certain lease between Baskins and Don C. and Annita Baskin d/b/a BASKiN’s Rent Properties for the property located at 327 S. Wheeler St., Jasper, Texas 75951
That certain lease between Baskins and Don C. and Annita Baskin d/b/a BASKiN’s Rent Properties for the property located at 118 Col. Etheredge Blvd., Huntsville, Texas 77340
That certain lease between The Meany Family Trust dated February 22, 1994 for the property located at 607 North Tustin, Orange, California 92867
That certain lease between BV Properties, A General Partnership for the property located at 27250 Madison Avenue, Ste A & B, Temecula, California 92590
That certain lease between 1340 Spring Street, PR, LLC. for the property located at 1340 Spring Street, Paso Robles, California 93446
That certain lease between KPM Management, LLC for the property located at 7020 Topanga Canyon Blvd., Canoga Park, CA 91303
That certain lease between KPM Management, LLC for the property located at 3913 Buck Owens Blvd., Bakersfield, California 93308
That certain lease between KPM Management, LLC for the property located at 1710 S. Alma School Road, Kearny Mesa, Arizona 85210
That certain lease between KPM Management, LLC for the property located at 1799 Retherford Street, Tulare, California 93274
Schedule 7.10
Schedule 7.11- Management Fees
Boot Barn, Inc. will pay Greg Bettinelli an annual fee of $30,000 for his services on the company’s Board of Directors.
Boot Barn, Inc. will pay Peter Starrett an annual fee of $40,000 for his service on the company’s Board of Directors.
Schedule 7.11