Golfsmith International Holdings Inc Sample Contracts

Golfsmith International Holdings Inc – SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (July 12th, 2010)

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”) (LP, NU and USA 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”).

Golfsmith International Holdings Inc – PATENT SECURITY AGREEMENT (June 26th, 2006)

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 – 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 ... (June 26th, 2006)

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”).

Golfsmith International Holdings Inc – AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT (June 26th, 2006)

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”).

Golfsmith International Holdings Inc – 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 ... (June 26th, 2006)

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

Golfsmith International Holdings Inc – GOLFSMITH INTERNATIONAL HOLDINGS, INC. (a Delaware corporation) l Shares of Common Stock PURCHASE AGREEMENT (June 1st, 2006)

The undersigned, a stockholder of Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities Inc. (“J.P. Morgan”) and Lazard Capital Markets LLC propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company providing for the initial public offering (the “Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 180 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of