Exhibit 4.14
SUBSIDIARY SECURITIES CONTROL AGREEMENT
(GOLFSMITH HOLDINGS, L.P.)
General Electric Capital Corporation,
as Agent
000 Xxxxxxx Xxx
Xxx Xxxx, Xxx Xxxx 00000
ATTN: Golfsmith Account Officer
U.S. Bank Trust National Association,
as Collateral Agent
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust Services
1. Each undersigned issuer (the "ISSUERS") hereby acknowledges notice of, and
consents to the terms and provisions of:
(i) that certain Pledge Agreement, dated as of October 15, 2002 (the
"SENIOR PLEDGE AGREEMENT"), between the entity indicated as the "PLEDGOR"
on the signature pages hereto and General Electric Capital Corporation
(together with its successors and assigns as Agent under the Credit
Agreement referred to therein and any other person acting in a like
capacity under any other "Credit Agreement" as such term is defined in the
Indenture referred to below, the "SENIOR PLEDGEE"); and
(ii) that certain Security Agreement, dated as of October 15, 2002 (the
"JUNIOR PLEDGE AGREEMENT"), made by such Pledgor and the other Grantors
named therein (and as such term is defined therein) in favor of U.S. Bank
Trust National Association, as Collateral Agent (together with its
successors and assigns in such capacity, the "JUNIOR PLEDGEE") under (and
as defined in) that certain Indenture, dated as of October 15, 2002 (the
"INDENTURE"), between Golfsmith International, Inc., certain guarantors
and U.S. Bank Trust National Association, as Trustee; and
(iii) that certain Intercreditor Agreement, dated as of October 15, 2002
(the "INTERCREDITOR AGREEMENT"), among the Senior Pledgee, the Junior
Pledgee, the Trustee, the Pledgor and such other Grantors.
2. Each Issuer hereby confirms to the Senior Pledgee and the Junior Pledgee that
the Pledgor is the record and beneficial owner of 100% of the equity interests
in such Issuer shown as belonging to the Pledgor in the Senior Pledge Agreement,
the Junior Pledge Agreement and the respective Schedules thereto (the
"SECURITIES"). Such Securities are "uncertificated securities" within the
meaning of Article 8 of the Uniform Commercial Code as in effect in the State of
Delaware (the "UCC").
3. Each Issuer further confirms that it has recorded the security interest in
favor of the Senior Pledgee created by the Senior Pledge Agreement on the books
and records of such Issuer. Each
2
Issuer hereby agrees that it will comply with instructions (including, without
limitation, instructions relating (x) to the exercise of voting rights relating
to the Securities or (y) the payment of any dividend or distribution in respect
of the Securities) originated by the Senior Pledgee with respect to the
Securities without further consent of the Pledgor. Each Issuer and the Junior
Pledgee confirm to one another and to the Senior Pledgee that the Senior Pledgee
has obtained, and has perfected its security interest by means of, "control" (as
such term is defined in Sections 8-106 and 9-106 of the UCC).
4. Each Issuer further confirms that it has recorded the security interest in
favor of the Junior Pledgee created by the Junior Pledge Agreement on the books
and records of such Issuer. Subject in all respects to the provisions of Section
6, below, each Issuer hereby agrees that it will comply with instructions
originated by the Junior Pledgee with respect to the Securities without further
consent of the Pledgor. Subject in all respects to the provisions of Section 5,
below, each Issuer and the Senior Pledgee confirm to one another and to the
Junior Pledgee that the Junior Pledgee has obtained, and has perfected its
security interest by means of, "control".
5. Each Issuer, the Senior Pledgee and the Junior Pledgee covenant, agree and
confirm to one another that the Senior Pledgee obtained, and perfected its
security interest by means of, "control" prior to the time the Junior Pledgee
obtained, and perfected its security interest by means of, "control".
6. Each Issuer acknowledges that the Senior Pledgee, the Junior Pledgee and such
Issuer have entered into the Intercreditor Agreement, which provides, among
other things, that until the Discharge of Senior Lender Claims (as defined
therein), the Junior Pledgee will not issue any instructions regarding the
Securities to such Issuer.
7. This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware.
8. This Agreement may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall
constitute but one contract.
[SIGNATURE PAGES FOLLOW]
S-1
Please indicate your acceptance of and agreement to the foregoing in the
place provided below for that purpose, whereupon this Subsidiary Securities
Control Agreement shall become a binding agreement among us.
Dated: October 15, 2002
GOLFSMITH GP, L.L.C., AS AN "ISSUER"
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By /s/ XXXX X. XXXXXX
-----------------------------------------------
Xxxx X. Xxxxxx
Vice President
GOLFSMITH DELAWARE, L.L.C., AS AN "ISSUER"
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By /s/ XXXX X. XXXXXX
-----------------------------------------------
Xxxx X. Xxxxxx
Vice President
GOLFSMITH CANADA, L.L.C., AS AN "ISSUER"
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By /s/ XXXX X. XXXXXX
-----------------------------------------------
Xxxx X. Xxxxxx
Vice President
GOLFSMITH USA, L.L.C., AS AN "ISSUER"
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By /s/ XXXX X. XXXXXX
-----------------------------------------------
Xxxx X. Xxxxxx
Vice President
2
GOLFSMITH EUROPE, L.L.C., AS AN "ISSUER"
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By /s/ XXXX X. XXXXXX
-----------------------------------------------
Xxxx X. Xxxxxx
Vice President
GOLFSMITH NU, L.L.C., AS AN "ISSUER"
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By /s/ XXXX X. XXXXXX
-----------------------------------------------
Xxxx X. Xxxxxx
Vice President
GOLFSMITH LICENSING, L.L.C., AS AN "ISSUER"
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By /s/ XXXX X. XXXXXX
-----------------------------------------------
Xxxx X. Xxxxxx
Vice President
GOLFSMITH HOLDINGS, L.P., AS AN "PLEDGOR"
By Golfsmith GP Holdings, Inc., as General Partner
By /s/ XXXX X. XXXXXX
-----------------------------------------------
Xxxx X. Xxxxxx
Vice President
3
ACCEPTED AND AGREED:
GENERAL ELECTRIC CAPITAL
CORPORATION, AS THE "SENIOR PLEDGEE"
By /s/ LAURENT PARIS
-----------------------------------------------
Name: Laurent Paris
Title: Vice President and Duly Authorized Signatory
U.S. BANK TRUST NATIONAL ASSOCIATION,
AS COLLATERAL AGENT AND AS THE "JUNIOR PLEDGEE"
By /s/ XXXXXXX X. XXXXXX
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
