INDEMNIFICATION AGREEMENTIndemnification Agreement • April 8th, 2019 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___________, 20[__] by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2016 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
for energy provided or to be provided, (f) for the use or hire of a vessel under a charter or other contract, (g) arising out of the use of a credit or charge card or information contained on or for use with the card, or (h) as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a state, or person licensed or authorized to operate the game by a state or governmental unit of a state. The term “Account” includes health-care-insurance receivables.
JOINDER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 31st, 2022 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
WHEREAS, prior to the date of this Agreement, the Borrowers, on the one hand, and Wells Fargo Bank, National Association (as successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent and Collateral Agent thereunder, and the lenders party thereto, on the other hand, previously entered into a Credit Agreement dated as of May 28, 2010 (as amended and in effect, the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers with certain financial accommodations;
AGREEMENT AND PLAN OF MERGER dated as of December 21, 2020 among Sportsman’s Warehouse Holdings, Inc., GREAT OUTDOORS GROUP, LLC and PHOENIX MERGER SUB I, INC.Agreement and Plan of Merger • December 21st, 2020 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 21, 2020 among Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), Great Outdoors Group, LLC, a Delaware limited liability company (“Parent”), and Phoenix Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
AMENDED AND RESTATED SECURITY AGREEMENT By SPORTSMAN’S WAREHOUSE, INC. as Lead Borrower and THE OTHER BORROWERS AND GUARANTORS PARTY HERETO FROM TIME TO TIME and WELLS FARGO BANK, NATIONAL ASSOCIATION,Security Agreement • May 25th, 2018 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
AMENDED AND RESTATED SECURITY AGREEMENT dated as of May 23, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”) made by: (i) SPORTSMAN’S WAREHOUSE, INC., a Utah corporation, as lead borrower for itself and the other Borrowers (the “Lead Borrower”), (ii) the other Borrowers listed on the signature pages hereto (together with the Lead Borrower, the “Original Borrowers”) or from time to time party hereto by execution of a Joinder Agreement (the “Additional Borrowers,” and together with the Original Borrowers, the “Borrowers”), and (iii) the Guarantors listed on the signature pages hereto (the “Original Guarantors”) and the other Guarantors from time to time party hereto by execution of a Joinder Agreement (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantor, in such capaciti
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 23, 2018 among SPORTSMAN’S WAREHOUSE, INC., as the Lead Borrower For The Borrowers Party Hereto THE BORROWERS PARTY HERETO THE GUARANTORS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • May 25th, 2018 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
SEVERANCE AGREEMENTSeverance Agreement • September 28th, 2021 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Utah
THIS SEVERANCE AGREEMENT (this “Agreement”) is made and entered into this 26 day of September, 2021 (the “Effective Date”), by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), and Jeff White (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Utah
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 21st day of January, 2014 (the “Effective Date”), by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), and Kevan P. Talbot (the “Executive”).
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. INDUCEMENT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 7th, 2023 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [_________] (the “Grant Date”) by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Corporation”), and [_______] (the “Participant”).
GUARANTYGuaranty • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of the date hereof (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) Sportsman’s Warehouse, Inc., a Utah corporation (the “Lead Borrower”), as representative for the Borrowers from time to time party thereto (individually, a “Borrower” and, collectively with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Guarantor, (iv) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (v) Wells Fargo Retail Finance, LLC, as Administrative Agent, Collateral Agent and Swing Line Lender, pursuant to which the Lenders have agreed to make Loans to the Borrowers upon the terms and subject to the conditions specified in the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDED AND RESTATED GUARANTYGuaranty • May 25th, 2018 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of the date hereof (as amended and in effect immediately prior to the date hereof, the “Existing Credit Agreement”), by and among (i) Sportsman’s Warehouse, Inc., a Utah corporation, as representative for the borrowers from time to time party thereto, (ii) such borrowers, (iii) the Guarantor, (iv) the lenders from time to time party thereto, and (v) Wells Fargo Bank, National Association (as successor by merger to Wells Fargo Retail Finance, LLC), as Administrative Agent, Collateral Agent and Swing Line Lender.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 21st, 2015 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • March 30th, 2022 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [_______], 20[__] by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Corporation”), and [_______] (the “Participant”).
TERM LOAN AGREEMENT dated as of December 3, 2014, among SPORTSMAN’S WAREHOUSE, INC., as Borrower, SPORTSMAN’S WAREHOUSE HOLDINGS, INC., as Holdings, THE LENDERS PARTY HERETO and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and...Term Loan Agreement • December 5th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
TERM LOAN AGREEMENT dated as of December 3, 2014, among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Borrower”), SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) from time to time party hereto, and CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) for the Lenders.
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ , 20 ] by and between Sportsman’s Warehouse Holdings, Inc., a Utah corporation (the “Corporation”), and [ ] (the “Participant”).
January 28, 2021Sportsman's Warehouse Holdings, Inc. • April 2nd, 2021 • Retail-miscellaneous shopping goods stores • Utah
As you know, Sportsman’s Warehouse Holding, Inc. (the “Company”) has entered into that certain definitive Agreement and Plan of Merger, dated December 21, 2020 (“Transaction Agreement”), by and between the Company, Great Outdoors Group, LLC (the “Buyer”) and Phoenix Merger Sub I, Inc., pursuant to which the Company will be acquired by Buyer (the “Transaction”). You are a party to an Employment Agreement with the Company dated May 11, 2018 (your “Employment Agreement”). Should the Transaction close, it (and certain other transactions in connection with, or deemed in connection with, the Transaction) could cause the Company to make certain payments to you that, depending on the circumstances, could constitute “parachute payments” under Section 280G of the U.S. Internal Revenue Code (the “Code”). In that event, such payments could trigger certain negative tax consequences for you.
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 24th, 2017 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York
the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);
July 8, 2013Sportsmans Warehouse Holdings Inc • December 11th, 2013 • Retail-miscellaneous shopping goods stores • New York
2,822,652 Shares SPORTSMAN’S WAREHOUSE HOLDINGS, INC. Common Stock, $0.01 Par Value Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2018 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • May 19th, 2017 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores
This SECOND AMENDMENT TO TERM LOAN AGREEMENT is entered into as of May 18, 2017 (this “Amendment”) by and among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Borrower”), SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (as defined in the Term Loan Agreement referred to below) party hereto, and the Lenders (as defined below) party hereto (constituting Required Lenders (as defined in the Term Loan Agreement).
SEPARATION AGREEMENT, GENERAL RELEASE AND WAIVERSeparation Agreement, General Release and Waiver • June 7th, 2019 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Utah
This Separation Agreement (this “Agreement”) is made and entered into by and between , between Sportsman’s Warehouse Holdings, Inc. ( the “Company”) and Kevan Talbot (the “employee”)
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York
REGISTRATION RIGHTS AGREEMENT by and among SPORTSMAN’S WAREHOUSE HOLDINGS, INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of , 2014Registration Rights Agreement • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
REGISTRATION RIGHTS AGREEMENT dated as of , 2014 (this “Agreement”), among SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Delaware corporation (the “Company”), SEP SWH HOLDINGS, L.P., a Delaware limited partnership (“SEP”), and NEW SEP SWH HOLDING L.P., a Delaware limited partnership (“New SEP”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);
ASSET PURCHASE AGREEMENT BY AND BETWEEN DICK’S SPORTING GOODS, INC.Asset Purchase Agreement • September 30th, 2019 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Pennsylvania
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 28, 2019, is entered into by and between Dick’s Sporting Goods, Inc., a Delaware corporation (the “Seller”), and Sportsman’s Warehouse, Inc., a Utah corporation (the “Purchaser”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of December 3, 2014 among SPORTSMAN’S WAREHOUSE, INC., SPORTSMAN’S WAREHOUSE HOLDINGS, INC., the Subsidiaries of Holdings from time to time party hereto and CORTLAND CAPITAL MARKET SERVICES LLC, as...Guarantee and Collateral Agreement • December 5th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of December 3, 2014 (this “Agreement”), among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Borrower”), SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiaries of Holdings from time to time party hereto and CORTLAND CAPITAL MARKET SERVICES LLC, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (DEFERRED SETTLEMENT)Restricted Stock Unit Award Agreement • September 7th, 2023 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (DEFERRED SETTLEMENT) (this “Agreement”) is dated as of [__________, [___]] by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Corporation”), and [____________________] (the “Director”).
October 21, 2013Sportsmans Warehouse Holdings Inc • December 11th, 2013 • Retail-miscellaneous shopping goods stores • New York
CREDIT AGREEMENT Dated as of May 28, 2010 among SPORTSMAN’S WAREHOUSE, INC., as the Lead Borrower For The Borrowers Named Herein WELLS FARGO RETAIL FINANCE, LLC as Administrative Agent, Collateral Agent, Swing Line Lender, and The Other Lenders Party...Credit Agreement • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 28, 2010, among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Lead Borrower”), the Persons named on Schedule 1.01(a) hereto (collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and
CREDIT AGREEMENT dated as of August 20, 2013, among SPORTSMAN’S WAREHOUSE, INC., as Borrower, SPORTSMAN’S WAREHOUSE HOLDINGS, INC., as Holdings, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent CREDIT SUISSE...Credit Agreement • March 7th, 2014 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • New York
CREDIT AGREEMENT dated as of August 20, 2013, among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Borrower”), SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Utah corporation (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) from time to time party hereto, and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTAssignment Agreement • September 26th, 2023 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores
In consideration of my employment or continued employment by Sportsman’s Warehouse Holdings, Inc. (“Employer”), and its subsidiaries, parents, affiliates, successors and assigns (together with Employer, “Company”), the compensation paid to me now and during my employment with Company, and Company’s agreement to provide me with access to its Confidential Information (as defined below), I enter into this Employee Confidential Information and Inventions Assignment Agreement with Employer (the “Agreement”).
TERMINATION AGREEMENTTermination Agreement • December 2nd, 2021 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This TERMINATION AGREEMENT (this “Agreement”) dated as of December 2, 2021, is made and entered into by and among Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), Great Outdoors Group, LLC, a Delaware limited liability company (“Parent”), and Phoenix Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as such term is defined below).
GUARANTEE AND COLLATERAL AGREEMENT dated as of August 20, 2013 among SPORTSMAN’S WAREHOUSE, INC., SPORTSMAN’S WAREHOUSE HOLDINGS, INC., the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE AG, as Collateral AgentGuarantee and Collateral Agreement • December 11th, 2013 • Sportsmans Warehouse Holdings Inc • Retail-miscellaneous shopping goods stores • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of November 13, 2012 (this “Agreement”), among SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Borrower”), SPORTSMAN’S WAREHOUSE HOLDINGS, INC., a Utah corporation (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE AG (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
