Exhibit 10.1

[Execution]

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND
AMENDMENT NO. 1 TO COLLATERAL AGREEMENT

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO COLLATERAL AGREEMENT, dated as of May 26, 2017 (this “Amendment No. 2”), is by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Administrative Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), BOOT BARN, INC., a Delaware corporation (“Boot Barn”), SHEPLERS, INC., as Kansas corporation  (“Sheplers” and together with Boot Barn, each individually, a “Borrower” and, collectively, “Borrowers”), BOOT BARN HOLDINGS, INC., a Delaware corporation (“Holdings”) and SHEPLERS HOLDING CORPORATION,  a Delaware corporation (“Sheplers Holding”, and together with Holdings, each individually, a “Guarantor” and, collectively, “Guarantors”).

W I T N E S S E T H :

WHEREAS, Administrative Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Administrative Agent on behalf of Lenders) may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Credit Agreement, dated as of June 29, 2015, by and among Administrative Agent, Lenders, Borrowers and Guarantors,  as amended by Amendment No. 1 to Credit Agreement, dated as of January 25, 2017 (as the same now exists and is amended and supplemented pursuant hereto and may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Credit Agreement”), the Collateral Agreement, dated as of June 29, 2015, by and among Administrative Agent, Borrowers and Guarantors (as the same now exists and is amended and supplemented pursuant hereto and may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Collateral Agreement”) and the other Loan Documents;

WHEREAS, Borrowers desire to amend certain provisions of the Credit Agreement and the Collateral Agreement as set forth herein, and Administrative Agent and Lenders are willing to agree to such amendments on the terms and subject to the conditions set forth herein; and

WHEREAS, by this Amendment No. 2, Administrative Agent, Lenders, Borrowers and Guarantors desire and intend to evidence such amendments.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Definitions.

(a)           Additional Definitions.  The Credit Agreement and the other Loan Documents shall be deemed and are hereby amended to include, in addition and not in limitation, the following definitions:

(i)          “Amendment No. 2” shall mean Amendment No. 2 to Credit Agreement, dated as of May 26, 2017, by and among Administrative Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(ii)         “Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

(iii)        “Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

(iv)       “EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

(v)        “EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

(vi)       “EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

(vii)      “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

(viii)     “Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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(b)           Amendments to Definitions.

(i)            The definition of “Maturity Date” set forth in the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“ ‘Maturity Date’ means the earliest to occur of (a) May 26, 2022, or such later date, to the extent applicable, determined in accordance with Section 2.9, (b) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to Section 2.5, (c) the date of termination of the Revolving Credit Commitment pursuant to Section 10.2(a), and (d) ninety (90) days prior to the maturity date of the Term Loan Agreement.”

(ii)         The definition of “Revolving Credit Commitment” set forth in the Credit Agreement is hereby amended by deleting the second to last sentence of such definition and replacing it with the following:

“The aggregate Revolving Credit Commitment of all the Revolving Credit Lenders on the date of Amendment No. 2 shall be $135,000,000.”

(c)           Interpretation.  For purposes of this Amendment No. 2, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment No. 2.

2.             Schedule 1.1(b) to Credit Agreement.  The existing Schedule 1.1(b) to Credit Agreement (Commitments and Commitment Percentages) is hereby deleted in its entirety and replaced with the new Schedule 1.1(b) that is attached as Exhibit A to this Amendment No. 2.

3.             Exhibit F to Credit Agreement.  The existing Exhibit F to Credit Agreement (Form of Officer’s Compliance Certificate) is hereby deleted in its entirety and replaced with the new Exhibit F that is attached as Exhibit B to this Amendment No. 2.

4.             Procedure for Advances of Loans.  Section 2.3(a) of the Credit Agreement is hereby amended by adding the following at the end thereof:  “All requests for Loans may be delivered through Agent’s electronic platform or portal.  All such Loan requests which are not made on-line via Agent’s electronic platform or portal shall be subject to (and unless Agent elects otherwise in the exercise of its sole discretion, such Loans shall not be made until the completion of) Agent’s authentication process (with results reasonably satisfactory to Agent) prior to the funding of any such Loan.”

5.             Increase in Commitments.  Section 5.13(a)(i) of the Credit Agreement is hereby amended by deleting the reference to “$25,000,000” contained therein and replacing it with “$15,000,000”.

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6.             Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Section 12 of the Credit Agreement is hereby amended by adding the following new Section 12.25 at the end thereof:

“12.25 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability  in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.”

7.             Amendment to Collateral Agreement.  Section 4.3(iv) of the Collateral Agreement is hereby deleted in its entirety and replaced with the following:

“(iv)  the location of any Collateral consisting of Inventory, Equipment or Fixtures (whether now owned or hereafter acquired), other than (a) Collateral that is in transit to a location on Schedule 3.6, (b) Collateral that is disposed of in a transaction not prohibited by the Loan Documents, (c) Inventory that is temporarily located at an off-site retail event or other similar location for a period of not longer than sixty (60) days or (d) in connection with the opening of any new Store in the event that such new Store shall consist of Collateral having a value of less than $2,500,000, provided, that, in lieu of the 15 days’ prior written notice required above, notice with respect to a change in location of any Inventory

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resulting from the opening or closing of Stores shall be reported by Administrative Borrower pursuant to delivery to Administrative Agent, on the same day on which the Administrative Borrower is required to provide an Officer’s Compliance Certificate pursuant to Section 8.2(a) of the Credit Agreement for the most recently ended Fiscal Quarter, of a report setting forth all of the new Stores opened and all Stores closed by Borrowers during the most recently ended Fiscal Quarter, which report shall constitute an update to Schedule 3.6.”

8.             Schedules to Collateral Agreement.  The existing Schedules to the Collateral Agreement are hereby replaced in their entirety with the new Schedules to the Collateral Agreement that are attached as Exhibit C to this Amendment No. 2.

9.             Amendment Fee.  In consideration of the amendments set forth herein, Borrowers shall on the date hereof, pay to Agent, for the account of Lenders, or Agent, at its option, may charge the loan account of Borrowers maintained by Agent, an amendment fee in the amount of $113,750, which fee is fully earned and payable as of the date hereof and shall constitute part of the Obligations.

10.          Representations and Warranties.  Each Borrower and each Guarantor represents and warrants with and to Administrative Agent and Lenders as follows, which representations and warranties shall survive the execution and delivery hereof:

(a)           no Default or Event of Default has occurred and is continuing as of the date of this Amendment No. 2;

(b)           this Amendment No. 2 and each other agreement to be executed and delivered by Borrowers and Guarantors in connection herewith (collectively, together with this Amendment No. 2, the “Amendment Documents”) has been duly executed and delivered and authorized by all necessary corporate action on the part of each Borrower and each Guarantor which is a party hereto, and the agreements and obligations of each Borrower and each Guarantor contained herein and therein constitute legal, valid and binding obligations of each Borrower and each Guarantor, enforceable against each Borrower and each Guarantor in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the availability of equitable remedies;

(c)           the execution, delivery and performance of each Amendment Document (i) are all within each Borrower’s and each Guarantor’s corporate powers, (ii) do not violate any Applicable Law relating to any Credit Party or any Subsidiary thereof where such violation could reasonably be expected to have a Material Adverse Effect, (iii) do not contravene the terms of any Borrower’s or any Guarantor’s certificate or articles of incorporation of formation, by laws or other organizational documentation, and (iv) do not conflict with, result in a breach of or cause a default under any Material Contract to which any Borrower or any Guarantor is a party which could reasonably be expected to have a Material Adverse Effect; and

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(d)           all of the representations and warranties set forth in the Credit Agreement and the other Loan Documents, each as amended hereby, are true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date.

11.          Conditions Precedent. The amendments contained herein shall only be effective upon the satisfaction of each of the following conditions precedent:

(a)           Administrative Agent shall have received counterparts of this Amendment No. 2, duly authorized, executed and delivered by Borrowers, Guarantors and the Lenders;

(b)           Administrative Agent shall have received, in form and substance satisfactory to it, an amendment to the Trademark Security Agreement, duly authorized, executed and delivered by Borrowers;

(c)           Administrative Agent shall have received, in form and substance satisfactory to it, an executed copy of the amendment to the Term Loan Agreement, duly authorized, executed and delivered by Term Loan Agent, Term Loan Lenders, Borrowers and Guarantors;

(d)           Administrative Agent shall have received in immediately available funds (or Administrative Agent has charged the loan account of Borrowers) the full amount of the fee referred to in Section 9 hereof; and

(e)           no Default or Event of Default shall have occurred and be continuing, as of the date of this Amendment No. 2.

12.          Effect of this Amendment.  Except as expressly set forth herein, no other amendments, consents, changes or modifications to the Loan Documents are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof and Borrower shall not be entitled to any other or further amendment by virtue of the provisions of this Amendment No. 2 or with respect to the subject matter of this Amendment No. 2.  To the extent of conflict between the terms of this Amendment No. 2 and the other Loan Documents, the terms of this Amendment No. 2 shall control.  The Credit Agreement and this Amendment No. 2 shall be read and construed as one agreement.

13.          Governing Law.  The validity, interpretation and enforcement of this Amendment No. 2 and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

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14.          Binding Effect.  This Amendment No. 2 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns permitted pursuant to Section 12.9 of the Credit Agreement.

15.          Entire Agreement.  This Amendment No. 2 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

16.          Headings.  The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 2.

17.          Counterparts.  This Amendment No. 2 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment No. 2 by telefacsimile or other electronic method of transmission (including by pdf e-mail transmission) shall have the same force and effect as delivery of an original executed counterpart of this Amendment No. 2.  Any party delivering an executed counterpart of this Amendment No. 2 by telefacsimile or other electronic method of transmission (including by pdf e-mail transmission) shall also deliver an original executed counterpart of this Amendment No. 2, but the failure to do so shall not affect the validity, enforceability, and binding effect of this Amendment No. 2.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered by their authorized officers as of the day and year first above written.

Amendment No. 2 to Credit Agreement

Exhibit A to

Amendment No. 2 to Credit Agreement

See attached

SCHEDULE 1.1(b)

COMMITMENTS AND COMMITMENT PERCENTAGES

Exhibit B to

Amendment No. 2 to Credit Agreement

See attached

EXHIBIT F

FORM OF OFFICER’S COMPLIANCE CERTIFICATE

Dated as of:                           

The undersigned, on behalf of Boot Barn Holdings, Inc., a Delaware corporation, (“Holdings”), hereby certifies, solely in his capacity as an authorized officer of Holdings and not in any individual capacity, to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

1. This certificate is delivered to you pursuant to Section 8.2 of the Credit Agreement dated as of June [  ], 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Holdings, Sheplers Holding Corporation, a Delaware corporation, Boot Barn, Inc., a Delaware corporation (“Boot Barn”) and Sheplers, Inc., a Kansas corporation (“Sheplers” together with Boot Barn, each individually a “Borrower”, and collectively, jointly and severally, as the “Borrowers”), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender (“Administrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

2.             I have reviewed the financial statements of Holdings and its Subsidiaries dated as of and for the period[s] then ended and such statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries on a Consolidated basis as of the dates indicated and the results of their operations and cash flows for the period[s] indicated, subject to customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements.

3.             I have reviewed the terms of the Credit Agreement, and the related Loan Documents and to the best of my knowledge, no Default or an Event of Default exists as at the date of this certificate.

4.             As of the date of this certificate, the Applicable Margin and calculations determining such figures are set forth on the attached Schedule 1,(1)  and Holdings and its Subsidiaries are in compliance with the financial covenant contained in Section 9.13 of the Credit Agreement as shown on such Schedule 1.

5.             Schedule 2 attached hereto sets forth all of the new Stores opened and all Stores closed by Borrowers during the most recently ended Fiscal Quarter.

[Signature Page Follows]

(1)  To be in a form reasonably acceptable to the Administrative Agent.

IN WITNESS the following signature as of the day and year first written above.

Schedule 1

to

Officer’s Compliance Certificate

(See attached.)

Schedule 2

to

Officer’s Compliance Certificate

(Store Openings and Closings)

Exhibit C to

Amendment No. 2 to Credit Agreement

(Schedules to Collateral Agreement)

See attached

SCHEDULE 3.6

to

Collateral Agreement

Exact Legal Name; Jurisdiction of Organization; Taxpayer Identification Number; Registered Organization Number; Mailing Address; Chief Executive Office; Locations of Inventory, Equipment and Fixtures; Locations of Books and Records

[*] 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.

Locations of Inventory, Equipment and Fixtures; Locations of Books and Records

(i)                                     Boot Barn Holdings, Inc. and Boot Barn, Inc. Inventory Locations

1.                                      607 North Tustin, Orange, CA.

2.                                      1414 West 7th St., Upland, CA 91786.

3.                                      464 Redlands Blvd., San Bernardino, CA.

4.                                      27564 Sierra Hwy, Canyon Country, CA.

5.                                      3394 Tyler, Riverside, CA.

6.                                      18420 Hawthorne Blvd., Torrance, CA.

7.                                      23762-B Mercury Road, Lake Forest, CA 92630.

8.                                      659 West Arrow Hwy, San Dimas, CA.

9.                                      2405 & 2305 Vista Way, Oceanside, CA 92054.

10.                               853 Arnele Avenue, El Cajon, CA.

11.                               4411 Mercury Street, Ste. 100, San Diego, CA 92611.

12.                               27250 Madison Ave, Stes. A & B, Temecula, CA.

13.                               13785 Park Avenue, Ste. G & H, Victorville, CA 92392.

14.                               43517 13th Street West, Lancaster, CA 93535.

15.                               1340 Spring St., Paso Robles, CA.

16.                               7265 Las Vegas Blvd South, Las Vegas, NV 89119.

17.                               3462 Katella, Los Alamitos, CA.

18.                               7020 Topanga Canyon Blvd., Canoga Park, CA 91303.

19.                               6600 Menaul NE, Albuquerque, NM.

20.                               6322 W. Sahara, Las Vegas, NV 89146.

21.                               4250 East Bonanza Road, Las Vegas, NV 89110.

22.                               3913 Buck Owens Blvd., Bakersfield, CA 93308.

23.                               12915 Monterey Road, San Martin, CA 95046.

24.                               331 6th Street, Turlock, CA 95380.

25.                               101 South Broadway, Santa Maria, CA 93454.

26.                               3320 E. Stockton Hill Road #D2, Kingman, AZ.

27.                               4670 Central Way, Fairfield, CA 94534.

28.                               7909 West Campo Bello Drive, Ste 1, Glendale, AZ 85308.

29.                               1710 S. Alma School Rd., Mesa, AZ 85210.

30.                               603 Colusa Avenue, Suites A — D, Yuba City, CA 95991.

31.                               4401 Granite Drive, Ste. 100, Rocklin, CA.

32.                               960 6th St., Suite 104, Norco, CA 92860.

33.                               10299 E. Stockton Blvd., Elk Grove, CA 95624-9710

34.                               1799 Retherford St., Tulare, CA 93274-0806.

35.                               3300 Broadway, Suite 308, Eureka, CA 95501.

36.                               1705 Highway #273, Anderson, CA 96007.

37.                               285 West Shaw Avenue, Clovis, CA 93612

38.                               2225 Plaza Parkway, Modesto, CA 95350.

39.                               1445 Santa Rosa Avenue, Suites A1-A4, Santa Rosa, CA 95405.

40.                               1475 N. Davis Road, Salinas, CA 93907

41.                               3345 Kietzke Lane, Reno, NV 89502.

42.                               2539 Esplanade Rd., Chico, CA 95973-1163

43.                               2776 South 16th Avenue, Tucson, AZ.

44.                               3719 North Oracle Road, Tucson, AZ.

45.                               6701 East Broadway, Tucson, AZ 85710.

46.                               284 West Mariposa, Nogales, AZ 85621.

47.                               242 West 32nd Street, Yuma, AZ 85364.

48.                               7321 Pav Way, Prescott Valley, AZ 86314.

49.                               700 S. Telshor, Space 1208, Las Cruces, NM 88001.

50.                               2700 South Woodlands Village Boulevard, Suite 500, Flagstaff, AZ 86001.

51.                               1955 S. Casino Dr., Laughlin, NV 89029.

52.                   4481 South White Mountain Road, Show Low, AZ 85901.

53.                   804 North US Highway 491, Gallup, NM.

54.                               4250 Cerrillos Road, Santa Fe, NM 87507.

55.                               4601 E. Main, Farmington, NM 87402

56.                               6210 San Mateo Blvd., NE, Albuquerque, NM 87109

57.                               1518 Capital Ave., Cheyenne, WY.

58.                               4519 Frontier Mall Dr., Cheyenne, WY.

59.                               1625 Stampede Dr., Cody, WY.

60.                               1683 Sunset Dr., Rock Springs, WY.

61.                               150 North Main, Sheridan, WY.

62.                               3510 E. 2nd Street, Casper, WY.

63.                               2610 S. Douglas Hwy, Suite 100, Gillette, WY.

64.                               727 N. Federal, Riverton, WY.

65.                               1850 Harrison Blvd., Evanston, WY.

66.                               840 West Broadway, Jackson, WY.

67.                               1920 E. Idaho, Elko, NV.

68.                               1460 W. Winnemucca Blvd., Winnemucca, NV 89445.

69.                               327 South 24th Street West, Ste #1, Billings, MT 59102.

70.                               830 S. Camino Del Rio, Durango, CO 81310

71.                               5720 North Academy Boulevard, Colorado Springs, CO 80918

72.                               2424 Highway 6 & 50, Grand Junction, CO 81505

73.                               10910 Olson Drive, Suite #140, Rancho Cordova, CA 95670

74.                               15345 Barranca Parkway, Irvine, CA 92618 (Store Support Center)

75.                               4414 South College Avenue, Fort Collins, CO 80525

76.                               2221 NE 3rd Street, Bend, OR

77.                               3429 Dillion Drive, Pueblo, CO 81008

78.                               840 Biddle Road, Medford, OR 97504

79.                               1108 NW Frontage Road, Troutdale, OR 97060

80.                               5352 South Freeway Park Drive, Riverdale, UT 84405

81.                               1175 Addison Avenue East, Twin Falls, Idaho 83301

82.                               8525 W. Franklin Road, Boise, ID 83709

83.                               1008 Cumberland Center Blvd., Lebanon, TN 37087

84.                               1681 3rd Avenue West Unit 9, Dickinson, ND 58601

85.                               1183 Eglin Street, Rapid City, SD 57701

86.                               51027 Hwy 6, Ste 200, Glenwood Springs, CO

87.                               2230 N.W. 10 Street, Ocala, FL 34475

88.                               240 Long Hollow Pike, Goodlettsville, TN

89.                               Mall of America, 386 N. Garden, Ste. #N386, Bloomington, MN

90.                               3443 SW Williston Road, Gainesville, FL 32608

91.                               Gurnee Mills Mall, 6170 West Grand Avenue, Gurnee, IL 60031

92.                               Kirkwood Mall, 635 Kirkwood Mall, Bismarck, ND 58504

93.                               North Park Mall, 320 West Kimberly Rd, Ste. 206, Davenport, IA

94.                               Valley West Mall, 1551 Valley West Dr. #187, Des Moines, IA

95.                               249 Blanding Blvd., Orange Park, FL 32073

96.                               West Acres Mall, 3902 13th Avenue SW, #301D, Fargo, ND

97.                               3120 North Oak Street Extension, Valdosta, GA 31605

98.                               Columbia Mall, 2800 S. Columbia Rd ., Grand Forks, ND

99.                               Crossroad Center, 4201 Division St. W., St. Cloud, MN

100.                        Southern Hills Mall, 4400 Sergeant Rd.,#116, Sioux City, IA

101.                        1208 20th Avenue SW, Ste 10, Minot, ND 58701

102.                        4067 Commonwealth Avenue, Eau Claire, WI 54701

103.                        Eastland Mall, 800 N. Green River Road, #452, Evansville, IN

104.                        8105 Moores Lane, Ste 205, Brentwood, TN 37027

113.      2309 Highway 79 South, Henderson, Texas 75654