EXHIBIT 10.7
EXECUTION COPY
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2, dated as of September 5, 2003 (this "AMENDMENT"), to the
Credit Agreement, dated as of October 15, 2002 and amended as of January 10,
2003 by Amendment No. 1 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 as set forth below; and
(2) The Requisite Lenders are willing to agree to so amend the Original
Credit Agreement 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 2
hereof, effective as of December 31, 2002, the Original Credit
Agreement is amended as follows:
(a) Section 4.3 of the Original Credit Agreement is amended by (i)
substituting for the dollar figures "$3,966,000", "$8,646,000"
and "$13,326,000" appearing in the chart in such Section, the
dollar figures "$15,864,000", "$17,292,000" and "$17,763,000",
respectively and (ii) by deleting the proviso appearing below
the chart in such Section.
(b) Section 4.5 of the Original Credit Agreement is amended by
deleting the proviso appearing below the chart in such
Section.
(2) The foregoing amendment contained in this Amendment shall become
effective (the "EFFECTIVE DATE") upon the satisfaction in full of the
following conditions:
(a) this Amendment shall have been executed and delivered by the
Requisite Lenders and each of the Credit Parties; and
(b) there shall be continuing no Event of Default (after giving
effect to the amendment contemplated hereby).
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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. 2 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
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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
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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: _________________________________
its Duly Authorized Signatory
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