PATENT SECURITY AGREEMENT
Exhibit 99.7
PATENT SECURITY AGREEMENT, dated as of June 20, 2006, by and among Golfsmith International,
Inc., Golfsmith International Holdings, Inc., Golfsmith GP Holdings, Inc., Golfsmith Holdings,
L.P., Golfsmith International, L.P. (“L.P.”), Golfsmith GP, L.L.C., Golfsmith Delaware, L.L.C.,
Golfsmith Canada, L.L.C., Golfsmith Europe, L.L.C., Golfsmith USA, L.L.C. (“USA”), Xxx Xxxxxxxx
Golf Shop (“Xxx Xxxxxxxx”), Golfsmith NU, L.L.C. (“NU”) and Golfsmith Licensing, L.L.C., (referred
to herein individually as “Grantor” and collectively
as “Grantors”), and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, in its capacity as Agent (in such capacity, “Agent”) for
itself and Lenders from time to time party to the Credit Agreement defined below (“Lenders”).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of the date
hereof by and among Golfsmith International, Inc., Golfsmith International Holdings, Inc.,
Golfsmith GP Holdings, Inc., Golfsmith Holdings, L.P., Golfsmith International, L.P. (“L.P.”),
Golfsmith GP, L.L.C., Golfsmith Delaware, L.L.C., Golfsmith Canada, L.L.C., Golfsmith Europe,
L.L.C., Golfsmith USA, L.L.C. (“USA”), Xxx Xxxxxxxx Golf Shop (“Xxx Xxxxxxxx”), Golfsmith NU,
L.L.C. (“NU”), and Golfsmith Licensing, L.L.C., each as a Credit Party (with L.P., NU and USA, Xxx
Xxxxxxxx as Borrowers), Agent and Lenders (including all annexes, exhibits and schedules thereto,
and as from time to time further amended, restated, supplemented or otherwise modified, the “Credit
Agreement”) the Lenders have agreed to amend and restate the Existing Credit Agreement and to
maintain and make available to Borrowers, upon terms and conditions thereof, the Revolving Loans
and Letters of Credit provided for in the Credit Agreement;
WHEREAS, Agent and Lenders are willing to make the Loans and to incur Letter of Credit
Obligations as provided for in the Credit Agreement, but only upon the condition, among others,
that Grantor shall have executed and delivered to Agent, for itself and the ratable benefit of
Lenders, that certain Amended and Restated Security Agreement dated as of the date herewith
(including all annexes, exhibits or schedules thereto, as from time to time further amended,
restated, supplemented or otherwise modified, the “Security Agreement”);
WHEREAS, pursuant to the Security Agreement, Grantor is required to execute and deliver to
Agent, for itself and the ratable benefit of Lenders, this Patent Security Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor hereby agrees as follows:
1 DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the
meanings given to them in Annex A thereto to the Credit Agreement.
2 GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Grantor hereby grants to Agent, on
behalf of itself and Lenders, a continuing first priority security interest in all of Grantor’s
right, title and interest in, to and under the following, whether presently existing or hereafter
created or acquired (collectively, the “Patent Collateral”):
(a) all of its Patents and Patent Licenses to which it is a party including those
referred to on Schedule I hereto;
(b) all reissues, continuations or extensions of the foregoing; and
(c) all products and proceeds of the foregoing, including, without limitation, any
claim by Grantor against third parties for past, present or future infringement or dilution
of any Patent or any Patent licensed under any Patent License.
3 SECURITY AGREEMENT. The security interests granted pursuant to this Patent Security
Agreement are granted in conjunction with the security interests granted to Agent, on behalf of
itself and Lenders, pursuant to the Security Agreement. Grantor hereby acknowledges and affirms
that the rights and remedies of Agent with respect to the security interest in the Patent
Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set forth herein.
[signature page follows]
IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above.
| GOLFSMITH INTERNATIONAL, L.P. | ||||||
| By Golfsmith GP, L.L.C., as General Partner | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
| GOLFSMITH NU, L.L.C. | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
| GOLFSMITH USA, L.L.C. | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
| XXX XXXXXXXX GOLF SHOP | ||||||
| By: | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
| GOLFSMITH INTERNATIONAL, INC. | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer, CFO & Senior Vice-President | ||||||
| GOLFSMITH INTERNATIONAL HOLDINGS, INC. | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer, CFO & Senior Vice-President | ||||||
| GOLFSMITH GP HOLDINGS, INC. | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
| GOLFSMITH HOLDINGS, L.P. | ||||||
| By Golfsmith GP Holdings, Inc., as General Partner | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
| GOLFSMITH GP, L.L.C. | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
| GOLFSMITH DELAWARE, L.L.C. | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
| GOLFSMITH CANADA, L.L.C. | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
| GOLFSMITH EUROPE, L.L.C. | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
| GOLFSMITH LICENSING, L.L.C. | ||||||
| By | s/ Xxxxxxxx Xxxxx | |||||
| Title: Treasurer | ||||||
ACCEPTED AND ACKNOWLEDGED BY:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent
By:
|
s/ Xxxxxx Xxxxxxxx | |||
| Name: Xxxxxx Xxxxxxxx | ||||
| Title: Authorized Signatory | ||||
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith International, Inc., who being by me duly sworn did depose and
say that he/she is an authorized officer of said corporation, that the said instrument was signed
on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged
said instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith International Holdings, Inc., who being by me duly sworn did
depose and say that he/she is an authorized officer of said corporation, that the said instrument
was signed on behalf of said corporation as authorized by its Board of Directors and that he/she
acknowledged said instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith GP Holdings, Inc., who being by me duly sworn did depose and say
that he/she is an authorized officer of said corporation, that the said instrument was signed on
behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged
said instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith International, L.P., who being by me duly sworn did depose and
say that he/she is an authorized officer of said corporation, that the said instrument was signed
on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged
said instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith NU, L.L.C. who being by me duly sworn did depose and say that
he/she is an authorized officer of said corporation, that the said instrument was signed on behalf
of said corporation as authorized by its Board of Directors and that he/she acknowledged said
instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith USA, L.L.C., who being by me duly sworn did depose and say that
he/she is an authorized officer of said corporation, that the said instrument was signed on behalf
of said corporation as authorized by its Board of Directors and that he/she acknowledged said
instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Xxx Xxxxxxxx Golf Shop, who being by me duly sworn did depose and say that
he/she is an authorized officer of said corporation, that the said instrument was signed on behalf
of said corporation as authorized by its Board of Directors and that he/she acknowledged said
instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith Holdings, L.P., who being by me duly sworn did depose and say
that he/she is an authorized officer of said corporation, that the said instrument was signed on
behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged
said instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith GP, L.L.C., who being by me duly sworn did depose and say that
he/she is an authorized officer of said corporation, that the said instrument was signed on behalf
of said corporation as authorized by its Board of Directors and that he/she acknowledged said
instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith Delaware, L.L.C., who being by me duly sworn did depose and say
that he/she is an authorized officer of said corporation, that the said instrument was signed on
behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged
said instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith Canada, L.L.C., who being by me duly sworn did depose and say
that he/she is an authorized officer of said corporation, that the said instrument was signed on
behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged
said instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith Europe, L.L.C., who being by me duly sworn did depose and say
that he/she is an authorized officer of said corporation, that the said instrument was signed on
behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged
said instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
ACKNOWLEDGMENT OF GRANTOR
STATE OF NEW YORK
|
) | |||||
| ) | ss. | |||||
COUNTY OF NEW YORK
|
) |
On this 19 day of June, 2006 before me personally appeared Xxxxxxxx Xxxxx ,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of Golfsmith Licensing, L.L.C., who being by me duly sworn did depose and say
that he/she is an authorized officer of said corporation, that the said instrument was signed on
behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged
said instrument to be the free act and deed of said corporation.
s/ Xxxxxxxx Xxxxx
Notary
U.S. PATENTS
| Number | Date | Issue Title | Owner of Record | |||||||
1.
|
D376,399 | 10/10/96 | Golf Club Head | Union Planters Bank/Lynx Golf, Inc. | ||||||
2.
|
D365,445 | 12/26/95 | Golf Club Bag | Union Planters Bank/Lynx Golf, Inc. | ||||||
3.
|
D350,581 | 9/13/94 | Golf Club Putter Head | Lynx Golf, Inc. | ||||||
4.
|
D350,583 | 9/13/94 | Golf Club Putter Head | Union Planters Bank/Lynx Golf, Inc. | ||||||
5.
|
D371,640 | 7/9/96 | Golf Club Having a Reinforced Thumb Portion | Union Planters Bank/Lynx Golf, Inc. | ||||||
6.
|
D326,885 | 6/9/92 | Golf Putter Head | Custom Golf Clubs, Inc. | ||||||
7.
|
5,626,528 | 5/6/97 | Golf Club Head and Hosel Construction | Golfsmith Licensing, L.L.C. | ||||||
8.
|
5,951,411 | 9/14/99 | Hosel Coupling Assembly and Method of Using Same | Golfsmith Licensing, L.L.C. | ||||||
9.
|
5,851,155 | 12/22/98 | Hosel Construction and Method of making the Same | Golfsmith Licensing, L.L.C. | ||||||
10.
|
6,273,828 | 8/14/01 | Hosel Construction and Method of Making the Same | Golfsmith Licensing, L.L.C. | ||||||
11.
|
6,524,197 | 2/25/03 | Golf Club Head Having a Device for Resisting Expansion Between Opposing Walls During Ball Impact (Compressor) | Golfsmith Licensing, L.L.C. | ||||||
12.
|
6,769,994 | 8/3/04 | Shot Hosel Construction | Golfsmith Licensing, L.L.C. | ||||||
13.
|
6,669,573 | 12/30/03 | Hosel Construction and Method of Making Same | Golfsmith Licensing, L.L.C. | ||||||
14.
|
5,997,415 | 12/7/99 | Golf Club Head | Golfsmith Licensing, L.L.C. | ||||||
| Number | Date | Issue Title | Owner of Record | |||||||
15.
|
D363,102 | 10/10/95 | Golf Club Head | Golfsmith Licensing, L.L.C. | ||||||
16.
|
D364,435 | 11/21/95 | Golf Club Head | Golfsmith Licensing, L.L.C. | ||||||
17.
|
D364,908 | 12/5/95 | Golf Putter Head | Golfsmith Licensing, L.L.C. | ||||||
18.
|
D366,683 | 1/30/96 | Golf Club Head | Golfsmith Licensing, L.L.C. | ||||||
PATENT LICENSES
| Licensor | Licensee | Patent | Date | |||||||
1.
|
Xxxxxxx Xxxxx | Golfsmith International, Inc. | N/A | 4/24/00 amended 6/11/01 | ||||||
2.
|
Xxxxxxx Xxxxx | Golfsmith International, Inc. | N/A | 6/30/99 amended 6/11/01 | ||||||
3.
|
Xxxxxxx X. Xxxxxxxxx | Golfsmith International, Inc. | 5,735,754; D434,096; D498,508 |
9/15/05 | ||||||
4.
|
United States Golf Association | Golfsmith International, Inc. | 6,837,094 | 10/15/05 | ||||||
By an instrument dated January 4, 2002, the Company assigned to TIA Sports Co., a California
corporation, the foreign rights based the following Patent Cooperation Treaty application: Serial
No. PCT/US02/14551 filed May 7, 2002.
