AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF June 20, 2006 by and among GOLFSMITH INTERNATIONAL, L.P., GOLFSMITH NU, L.L.C., and GOLFSMITH USA, L.L.C. DON SHERWOOD GOLF SHOP as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS...Credit Agreement • June 26th, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 20, 2006 and entered into by and among GOLFSMITH INTERNATIONAL, L.P., a Delaware limited partnership (“LP”), GOLFSMITH NU, L.L.C., a Delaware limited liability company (“NU”), GOLFSMITH USA, L.L.C., a Delaware limited liability company (“USA”) and DON SHERWOOD GOLF SHOP, a California corporation (“Don Sherwood”) (LP, NU, USA and Don Sherwood are sometimes referred to herein as “Borrowers” and individually as a “Borrower”), the other persons designated as “Credit Parties” on the signature pages hereof, the financial institutions who are or hereafter become parties to this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as a Lender, as the initial L/C Issuer and as Agent and GE CAPITAL MARKETS, INC., as Sole Lead Arranger and Bookrunner (“GECM”).
INTERCOMPANY SUBORDINATION AGREEMENTSubordination Agreement • June 26th, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
AMENDED AND RESTATED SUBORDINATION 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”), GOLFSMITH NU, L.L.C. (“NU”), DON SHERWOOD GOLF SHOP. (“Sherwood”)] and GOLFSMITH LICENSING, L.L.C., and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent for Lenders.
PATENT SECURITY AGREEMENTPatent Security Agreement • June 26th, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
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”), Don Sherwood Golf Shop (“Don Sherwood”), 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”).
GOLFSMITH INTERNATIONAL HOLDINGS, INC., GOLFSMITH INTERNATIONAL, INC., GOLFSMITH HOLDINGS, L.P. AND GOLFSMITH DELAWARE, L.L.C., (referred to herein individually as “PLEDGOR” and collectively as “PLEDGORS”) AND GENERAL ELECTRIC CAPITAL CORPORATION, AS...Pledge Agreement • June 26th, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
WHEREAS, each Pledgor has entered into an 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”), Don Sherwood Golf Shop (“Don Sherwood”), Golfsmith NU, L.L.C. (“NU”), and Golfsmith Licensing, L.L.C., each as a Credit Party (with L.P., NU, USA and Don Sherwood 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”), with Secured Party, pursuant to which, among other things, Secured Party has agreed to amend and restate the Existing Credit Agreement and to maintain and make the Loans to Pledgor upon the terms and subject to the
SWING LINE NOTESwing Line Note • June 26th, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
This Swing Line Note is issued pursuant to that certain Amended and Restated Credit Agreement dated as of June 20, 2006 by and among the Borrowers, the other Persons named therein as Credit Parties, Agent, Swing Line Lender and the other Persons signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules thereto and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), and is entitled to the benefit and security of the Credit Agreement, the Security Agreement and all of the other Loan Documents. Reference is hereby made to the Credit Agreement for a statement of all of the terms and conditions under which the Loans evidenced hereby are made and are to be repaid. The date and amount of each Swing Line Advance made by Swing Line Lender to the Borrowers, the rate of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Agent on its books; provided that the
AMENDED AND RESTATED GUARANTYGuaranty • June 26th, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
THIS AMENDED AND RESTATED GUARANTY, dated as of June 20, 2006 (this “Guaranty”) by and among Golfsmith International, Inc., Golfsmith International Holdings, Inc., Golfsmith GP Holdings, Inc., Golfsmith Holdings, L.P., Golfsmith GP, L.L.C., Golfsmith Delaware, L.L.C., Golfsmith Canada, L.L.C., Golfsmith Europe, L.L.C., and Golfsmith Licensing, L.L.C., (referred to herein individually as “Guarantor” and collectively as “Guarantors”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent (in such capacity, “Agent”) for itself and the lenders from time to time party to the Credit Agreement as defined below (“Lenders”).
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • June 26th, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
THIS AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT, dated as of June 20, 2006 (together with all amendments, if any from time to time hereto, this “Trademark Security Agreement”) 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”), Don Sherwood Golf Shop (“Don Sherwood”), 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”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 26th, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
AMENDED AND RESTATED 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”), Don Sherwood Golf Shop (“Don Sherwood”), 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 for Lenders.
