EXHIBIT 10.9
EXECUTION VERSION
AMENDMENT NO. 4 TO CREDIT AGREEMENT
This Amendment No. 4 to Credit Agreement, dated as of March
__, 2004 (this "Amendment"), is entered into by and 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 to
the Credit Agreement (the "Credit Parties"), the lenders signatory thereto from
time to time (the "Lenders"), and General Electric Capital Corporation, for
itself as a Lender, as L/C Issuer and as Agent for the Lenders (in such
capacity, the "Agent"). Terms defined in the Credit Agreement and not otherwise
defined herein shall have the meanings assigned thereto in the Credit Agreement.
RECITALS
A. The Borrowers, the other Credit Parties, the Agent and the
Lenders are parties to that certain Credit Agreement, dated as of October 15,
2002, as amended by Amendment No. 1 thereto, dated as of January 10, 2003,
Amendment No. 2 thereto, dated as of September 5, 2003, and Amendment No. 3
thereto, dated as of February 10, 2004 (as so amended and as it may hereafter be
further amended, restated or otherwise modified, the "Credit Agreement").
B. The Borrowers, Credit Parties, Agent and Lenders are desirous
of amending the Credit Agreement as and to the extent set forth herein and
subject to the terms and conditions provided herein.
C. This Amendment shall constitute a Loan Document and these
Recitals shall be construed as part of this Amendment.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Amendments.
1.1 Section 4.3 of the Credit Agreement ("Minimum EBITDA") is
hereby amended as follows:
(a) By deleting the words "$19,140,000 for the Fiscal
Quarter ending on or about March 31, 2004" and replacing them with "$14,550,000
for the Fiscal Quarter ending on or about March 31, 2004";
(b) By deleting the words "$19,560,000 for the Fiscal
Quarter ending on or about June 30, 2004" and replacing them with "$17,220,000
for the Fiscal Quarter ending on or about June 30, 2004".
1.2 Section 4.5 of the Credit Agreement ("Minimum Interest
Coverage Ratio") is hereby amended as follows:
(a) By deleting the words "1.40 for the Fiscal Quarter
ending on or about March 31, 2004" and replacing them with "1.00 for the Fiscal
Quarter ending on or about March 31, 2004";
(b) By deleting the words "1.80 for the Fiscal Quarter
ending on or about June 30, 2004" and replacing them with "1.20 for the Fiscal
Quarter ending on or about June 30, 2004"; and
(c) By deleting the words "1.80 for the Fiscal Quarter
ending on or about September 30, 2004" and replacing them with "1.60 for the
Fiscal Quarter ending on or about September 30, 2004".
1.3 Section 4.9 of the Credit Agreement is hereby amended by
adding the following as a new subsection 4.9(o) at the end thereof:
"Beginning the date on which the outstanding balance
of the Revolving Loan exceeds $9,000,000, and on the Monday of every
week thereafter for as long as the outstanding balance of the Revolving
Loan exceeds $9,000,000, Borrowers will deliver consolidated and
consolidating projections of the cash flows (both cash inflows and
outflows) of the Credit Parties for the immediately succeeding thirteen
(13) week period, together with such supporting schedules and
information as Agent shall request."
1.4 Schedule 1 to Exhibit 4.9(d) of the Credit Agreement
("Borrowing Base Certificate") is hereby amended by inserting the following line
items at the end thereof, each of which shall be completed each time that the
Borrowers deliver a Borrowing Base Certificate:
"Borrowing Base Availability (consolidated) $__________
Borrowing Base "Golfsmith International, L.P." $__________
Revolver Commitment $12,500,000
Less: $500,000 Availability Reserve 500,000
Net Availability of Commitment $12,000,000
Lesser of Borrowing Base
"Golfsmith International, L.P." and
Net Availability of Commitment $__________
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Outstanding Balance of Revolving Loan $__________
Net Availability $ __________"
1.5 Schedule 1 to Exhibit 4.9(k) of the Credit Agreement
("Compliance Certificate") is hereby amended by deleting the words "(cash only)"
from the definition of Interest Expense in Section 4.5 thereof and replacing
them with "(GAAP)".
2. Conditions to Effectiveness. The effectiveness of this Amendment is
expressly conditioned upon the satisfaction of each of the following conditions
precedent in a manner acceptable to Agent:
2.1 Agent's receipt of counterparts of this Amendment, duly
executed by each Borrower, each other Credit Party, Agent and Requisite Lenders.
2.2 No Default or Event of Default shall have occurred and be
continuing or would result from the effectiveness of this Amendment or the
consummation of any of the transactions contemplated hereby.
3. Reference to and Effect Upon the Credit Agreement and other Loan
Documents.
3.1 The Credit Agreement, the Notes and each other Loan Document
shall remain in full force and effect and each is hereby ratified and confirmed
by Borrower and each of the other Credit Parties. Without limiting the
foregoing, the Liens granted pursuant to the Collateral Documents shall continue
in full force and effect and the guaranties of each of the Guarantors shall
continue in full force and effect.
3.2 The execution, delivery and effect of this Amendment shall be
limited precisely as written and shall not be deemed to (a) be a consent to any
waiver of any term or condition or to any amendment or modification of any term
or condition (except for the specific amendments provided in Section 1 above),
of the Credit Agreement or any other Loan Document or (b) prejudice any right,
power or remedy which the Agent or any Lender now has or may have in the future
under or in connection with the Credit Agreement, the Notes or any other Loan
Document.
3.3 Each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or any other word or words of similar import
shall mean and be a reference to the Credit Agreement as amended hereby, and
each reference in any other Loan Document to the Credit Agreement or any word or
words of similar import shall be and mean a reference to the Credit Agreement as
amended hereby.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute
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one and the same instrument. A counterpart signature page delivered by fax
transmission shall be as effective as delivery of an originally executed
counterpart.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF NEW YORK.
6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Amendment No. 4 to 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: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
GOLFSMITH NU, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
GOLFSMITH USA, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
GOLFSMITH INTERNATIONAL, INC.
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
AMENDMENT NO. 4 TO GOLFSMITH CREDIT AGREEMENT
GOLFSMITH INTERNATIONAL HOLDINGS, INC.
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
GOLFSMITH GP HOLDINGS, INC.
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
GOLFSMITH HOLDINGS, L.P.
By Golfsmith GP Holdings, Inc., as General Partner
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
GOLFSMITH GP, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
GOLFSMITH DELAWARE, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
AMENDMENT NO. 4 TO GOLFSMITH CREDIT AGREEMENT
GOLFSMITH CANADA, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
GOLFSMITH EUROPE, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
GOLFSMITH LICENSING, L.L.C.
By Golfsmith Holdings, L.P., as Sole Member
By Golfsmith GP Holdings, Inc., as General Partner
By: _________________________________________________
Name: _______________________________________________
Title: ______________________________________________
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent, an L/C Issuer and Lender
By: _________________________________________________
Name: _______________________________________________
Its Duly Authorized Signatory
AMENDMENT NO. 4 TO GOLFSMITH CREDIT AGREEMENT
