EXHIBIT 10.8
EXECUTION COPY
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 3, dated as of February 10, 2004 (this "AMENDMENT"), to the Credit
Agreement, dated as of October 15, 2002 and amended as of January 10, 2003 by
Amendment No. 1 thereto and as of September 5, 2003 by Amendment No. 2 thereto
(the "ORIGINAL CREDIT AGREEMENT"), among GOLFSMITH INTERNATIONAL, L.P.,
GOLFSMITH NU, L.L.C., and GOLFSMITH USA, L.L.C., as Borrowers (the "BORROWERS"),
the other Persons designated as Credit Parties thereto (the "CREDIT PARTIES"),
the lenders signatory thereto from time to time (the "LENDERS), GENERAL ELECTRIC
CAPITAL CORPORATION, for itself as a Lender, as L/C Issuer and as Agent for the
Lenders (the "AGENT"). Terms defined in the Original Credit Agreement and not
otherwise defined herein shall have the meanings assigned thereto in the
Original Credit Agreement.
PRELIMINARY STATEMENT
(1) The Credit Parties have requested that the Lenders agree to amend the
Original Credit Agreement and waive certain provisions of the Original
Credit Agreement as set forth below; and
(2) the Requisite Lenders are willing to agree to so amend the Original
Credit Agreement and waive certain provisions of the Original Credit
Agreement as set forth below but only on and subject to the terms and
conditions provided herein;
NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Credit Parties and the Requisite Lenders hereby agree as
follows:
(1) Subject to the satisfaction of the conditions set forth in Section 3
hereof, effective as of the Effective Date (as defined below), the
Original Credit Agreement is amended as follows:
(a) Section 1.1(d)(iii) of the Original Credit Agreement is
amended by adding the following immediately after the phrase
"of the beneficiary" appearing in the first sentence of such
Section: ", the name of the Borrower on whose behalf such
Letter of Credit is to be issued".
(b) Annex A of the Original Credit Agreement is amended by
amending the definition of "Commitments" appearing therein by
replacing the text "Ten Million Dollars ($10,000,000)" with
the text "Twelve Million Five Hundred Thousand Dollars
($12,500,000)".
(c) Annex A of the Original Credit Agreement is amended by
amending the definition of "Revolving Loan Commitment"
appearing therein by replacing the text "Ten Million Dollars
($10,000,000)" with the text "Twelve Million Five Hundred
Thousand Dollars ($12,500,000)".
(d) Annex B of the Original Credit Agreement is amended by
replacing the number "10,000,000 appearing therein with the
number "12,500,000".
(e) Annex F of the Original Credit Agreement is amended by
amending and restating the first sentence of paragraph (b) of
such Annex F as follows:
"In the event that any request by a Borrower for a Revolving
Credit Advance or a Letter of Credit (i) would cause the
principal amount of the Revolving Loan to exceed $6,000,000
and (ii) states that such request is not made on behalf of LP
(collectively, a "Triggering Request"), then notwithstanding
anything to the contrary contained in this Agreement, such
Borrower shall, within thirty (30) days following the date of
such Triggering Request, comply with this paragraph (b)."
(f) Exhibit 1.1(a)(ii) of the Original Credit Agreement is amended
by adding the following new paragraph (v):
"(v) The Requested Revolving Credit Advance is made on behalf
of [Golfsmith International, L.P./Golfsmith NU,
L.L.C./Golfsmith USA, L.L.C.] and is not made on behalf of any
other Person."
(2) Subject to the satisfaction of the conditions set forth in Section 3
hereof, the Lenders hereby waive any Default or Event of Default
arising from the failure by Borrowers to comply with the first sentence
of paragraph (b) of Annex F of the Original Credit Agreement.
(3) The foregoing amendments and waivers contained in this Amendment shall
become effective (the "EFFECTIVE DATE") upon the satisfaction in full
of the following conditions:
(a) Borrowers shall have paid to Agent in immediately available
funds in the manner provided in the Original Credit Agreement
(i) for the account of GE Capital a fee equal to $25,000, and
(ii) all other costs and expenses of Agent payable under
Section 1.3(g) of the Original Credit Agreement in connection
with this Amendment No. 3;
(b) this Amendment shall have been executed and delivered by the
Requisite Lenders and each of the Credit Parties;
(c) each Borrower shall have executed and delivered to GE Capital
a Note in the form of Exhibit 1.1(a)(i) to the Original Credit
Agreement, dated as of the Closing Date, in the maximum
principal amount of $12,500,000; and
(d) there shall be continuing no Event of Default (after giving
effect to the amendments and waiver contemplated hereby).
(4) Each Credit Party hereby represents and warrants (which representations
and warranties shall survive the effectiveness of this Amendment) as
follows:
(a) this Amendment has been duly authorized and executed by each
such Person, and the Original Credit Agreement, as amended by
this Amendment, is the legal, valid and binding obligation of
each such Person, enforceable in accordance with its terms,
except as such enforceability may be limited by applicable
bankruptcy, moratorium and similar laws affecting the rights
of creditors in general; and
(b) each Credit Party repeats and restates the representations and
warranties made by it and contained in the Original Credit
Agreement as of the date of this Amendment and as of the
Effective Date, except to the extent such representations and
warranties relate to a specific date.
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(5) This Amendment is being delivered in the State of New York and shall be
a contract made under and governed by the laws of the State of New York
applicable to contracts made and to be wholly performed within the
State of New York.
(6) Each Credit Party hereby ratifies and confirms the Original Credit
Agreement as amended hereby, and agree that, as amended hereby, the
Original Credit Agreement remains in full force and effect.
(7) Each Credit Party agrees that all Loan Documents to which each such
Person is a party remain in full force and effect notwithstanding the
execution and delivery of this Amendment.
(8) The waiver provided herein shall extend to and cover only the matters
expressly described herein, and shall not act as or constitute a waiver
of or consent to any other Default, Event of Default, transaction, act
or omission, and said waiver shall not extend to or affect any
obligation, covenant, agreement, Default or Event of Default not
expressly waived hereby, or impair any right of Agent or Lenders
consequent therefrom.
(9) This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be
deemed an original, but all of such counterparts together shall
constitute but one and the same instrument. Delivery of an executed
counterpart hereof by facsimile shall be as effective as delivery of a
manually executed counterpart hereof.
(10) All references in the Loan Documents to the "Credit Agreement" and in
the Original Credit Agreement as amended hereby to "this Agreement,"
"hereof," "herein" or the like shall mean and refer to the Original
Credit Agreement as amended by this Amendment (as well as by all
subsequent amendments, restatements, modifications and supplements
thereto).
[Remainder of page left blank intentionally; signatures follow.]
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IN WITNESS WHEREOF, this Amendment No. 3 to the Credit Agreement has been duly
executed as of the date first written above.
GOLFSMITH INTERNATIONAL, L.P.
By Golfsmith GP, L.L.C., as General Partner
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
GOLFSMITH NU, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
GOLFSMITH USA, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
GOLFSMITH INTERNATIONAL, INC.
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
GOLFSMITH INTERNATIONAL HOLDINGS, INC.
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
Amendment No. 3 to Golfsmith Credit Agreement
GOLFSMITH GP HOLDINGS, INC.
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
GOLFSMITH HOLDINGS, L.P.
By Golfsmith GP Holdings, Inc., as General Partner
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
GOLFSMITH GP, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
GOLFSMITH DELAWARE, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
GOLFSMITH CANADA, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
Amendment No. 3 to Golfsmith Credit Agreement
GOLFSMITH EUROPE, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
GOLFSMITH LICENSING, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: ___________________________________
Xxxx X. Xxxxxx
Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
AS AGENT, AN L/C ISSUER AND A LENDER
By: ____________________________________
Name:
Title:
Amendment No. 3 to Golfsmith Credit Agreement
