Exhibit 10.2 ESCROW AGREEMENT This ESCROW AGREEMENT is made as of this 15th day of October, 2002 (this "Agreement") by and among Golfsmith International Holdings, Inc., a Delaware corporation ("Parent"), and Carl Paul and Frank Paul, in their capacity...Escrow Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
ANDPledge Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
Exhibit 9.1 STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this "AGREEMENT"), dated as of October 15, 2002, among Golfsmith International Holdings, Inc., a Delaware corporation (the "COMPANY"), Atlantic Equity Partners III, L.P., a Delaware...Stockholders Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
RECITALS:Indemnification Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
Exhibit 4.3 $93,750,000 PRINCIPAL AMOUNT AT MATURITY GOLFSMITH INTERNATIONAL, INC. 8.375% OF SENIOR SECURED NOTES DUE 2009 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
EXCHANGE AGREEMENTExchange Agreement • July 7th, 2004 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
WITNESSETH:Security Agreement • April 2nd, 2004 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
FRANKLIN C. PAUL EMPLOYMENT AGREEMENT WITH GOLFSMITH INTERNATIONAL, INC.Employment Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Texas
R E C I T A L S:Subordination Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
Exhibit 3.8 GOLFSMITH HOLDINGS, L.P. (A DELAWARE LIMITED PARTNERSHIP) AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT THESE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE PROVISIONS...Golfsmith International Holdings Inc • April 4th, 2003 • Retail-miscellaneous shopping goods stores • Delaware
Exhibit 4.11 INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT, dated as of October 15, 2002 is entered into among General Electric Capital Corporation, as Senior Agent (as defined below), U.S. Bank TRUST National Association, as Trustee and under...Intercreditor Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
GUARANTYGuaranty • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
Exhibit 3.24 LIMITED PARTNERSHIP AGREEMENT OF GOLFSMITH INTERNATIONAL, L.P. Effective as of February 26, 1998 TABLE OF CONTENTSLimited Partnership Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
RECITALS:Indemnification Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
EXHIBIT 4.21 EXECUTION COPY TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT, dated as of July 24, 2003 (this "TRADEMARK SECURITY AGREEMENT") by and among DON SHERWOOD GOLF SHOP, a California corporation (as "GRANTOR"), and GENERAL...Trademark Security Agreement • April 2nd, 2004 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
between GOLFSMITH NU, L.L.C., a Delaware limited liability company, as Mortgagor andGolfsmith International Holdings Inc • April 2nd, 2004 • Retail-miscellaneous shopping goods stores • New York
BARCODE]Golfsmith International Holdings Inc • April 2nd, 2004 • Retail-miscellaneous shopping goods stores • California
RECITALS:Redemption Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
Exhibit 10.4 MANAGEMENT CONSULTING AGREEMENT (this "AGREEMENT"), dated as of October 15, 2002, among GOLFSMITH INTERNATIONAL HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), GOLFSMITH INTERNATIONAL, INC., a Delaware corporation ("GOLFSMITH" and,...Management Consulting Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
CARL F. PAUL EMPLOYMENT AGREEMENT WITH GOLFSMITH INTERNATIONAL, INC.Employment Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Texas
by and amongCredit Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
VIRGINIA BUNTE EMPLOYMENT AGREEMENT WITH GOLFSMITH INTERNATIONAL, INC.Employment Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Texas
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 12th, 2010 • 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”) (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”).
COMPANY AGREEMENT OF GOLFSMITH DELAWARE, L.L.C. (A DELAWARE LIMITED LIABILITY COMPANY) THESE MEMBERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE PROVISIONS OF ANY STATE SECURITIES ACTCompany Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
BARCODE] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Timothy N. Tucker, Esq. King & Spalding LLP 191 Peachtree Street Atlanta, Georgia 30303 [Site #7] LEASEHOLD DEED OF TRUST (SANTA ANA, CALIFORNIA LOCATION) LEASEHOLD DEED OF TRUST ("Deed of...Golfsmith International Holdings Inc • April 2nd, 2004 • Retail-miscellaneous shopping goods stores • California
EXHIBIT 4.16 This instrument prepared by: Timothy N. Tucker, Esq. King & Spalding LLP 191 Peachtree Street Atlanta, Georgia 30303 FILE FOR RECORD 8:00 AM DEC 22 2003 /s/ [ILLEGIBLE] -------------------------- County Clerk, Harris County, Texas X276639...Golfsmith International Holdings Inc • April 2nd, 2004 • Retail-miscellaneous shopping goods stores • Texas
COPY This instrument prepared by: Timothy N. Tucker, Esq. King & Spalding LLP 191 Peachtree Street Atlanta, Georgia 30303 OPEN-END LEASEHOLD MORTGAGE (NORWALK, CONNECTICUT) THIS OPEN-END LEASEHOLD MORTGAGE ("Mortgage"), dated as of November 28, 2003,...Golfsmith International Holdings Inc • April 2nd, 2004 • Retail-miscellaneous shopping goods stores • Connecticut
Exhibit 3.20 COMPANY AGREEMENT OF GOLFSMITH NU, L.L.C. (A DELAWARE LIMITED LIABILITY COMPANY) THESE MEMBERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE PROVISIONS OF ANY STATE SECURITIES ACTGolfsmith International Holdings Inc • April 4th, 2003 • Retail-miscellaneous shopping goods stores
EXHIBIT 10.8Credit Agreement • April 2nd, 2004 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
BARCODE] [Site #10] LEASEHOLD DEED OF TRUST (OXNARD, CALIFORNIA LOCATION) LEASEHOLD DEED OF TRUST ("Deed of Trust"), dated as of December 23, 2003, by GOLFSMITH USA, LLC, a Delaware limited liability company (being hereinafter called "Grantor") to...Golfsmith International Holdings Inc • April 2nd, 2004 • Retail-miscellaneous shopping goods stores • California
GOLFSMITH INTERNATIONAL HOLDINGS, INC. (a Delaware corporation) l Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • June 1st, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
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
RECITALSCredit Agreement • August 17th, 2004 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
EXHIBIT 4.10 LEASEHOLD DEED OF TRUST (SANTA ANA, CALIFORNIA II LOCATION) LEASEHOLD DEED OF TRUST ("Deed of Trust"), dated as of November 28, 2003, by GOLFSMITH USA, L.L.C., a Delaware limited liability company (being hereinafter called "Grantor") to...Golfsmith International Holdings Inc • April 2nd, 2004 • Retail-miscellaneous shopping goods stores • California
as Issuer,Article Twelve Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
