Golfsmith International Holdings Inc Sample Contracts

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AND
Pledge Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • 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 AGREEMENT
Registration Rights Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
EXCHANGE AGREEMENT
Exchange 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
BARCODE]
Golfsmith International Holdings Inc • April 2nd, 2004 • Retail-miscellaneous shopping goods stores • California
GUARANTY
Guaranty • 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 CONTENTS
Limited 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
RECITALS:
Redemption Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
CARL F. PAUL EMPLOYMENT AGREEMENT WITH GOLFSMITH INTERNATIONAL, INC.
Employment Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Texas
between GOLFSMITH NU, L.L.C., a Delaware limited liability company, as Mortgagor and
Golfsmith International Holdings Inc • April 2nd, 2004 • Retail-miscellaneous shopping goods stores • New York
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by and among
Credit 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 AGREEMENT
Credit 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”).

EXHIBIT 10.8
Credit Agreement • April 2nd, 2004 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
GOLFSMITH INTERNATIONAL HOLDINGS, INC. (a Delaware corporation) l Shares of Common Stock PURCHASE AGREEMENT
Purchase 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

RECITALS
Credit Agreement • August 17th, 2004 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
as Issuer,
Article Twelve Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
between GOLFSMITH NU, L.L.C., a Delaware limited liability company, as Mortgagor and
Golfsmith International Holdings Inc • April 2nd, 2004 • Retail-miscellaneous shopping goods stores • New York
LEASEHOLD DEED OF TRUST (SAN DIEGO COUNTY, CALIFORNIA LOCATION (MISSION VALLEY))
Golfsmith International Holdings Inc • April 1st, 2005 • Retail-miscellaneous shopping goods stores • California

LEASEHOLD DEED OF TRUST (“Deed of Trust”), dated as of Nov. 9TH , 2004, by GOLFSMITH USA, L.L.C., a Delaware limited liability company (being hereinafter called “Grantor”) to CHICAGO TITLE COMPANY, a California corporation, as Trustee (the “Trustee”) for the benefit of U.S. BANK TRUST NATIONAL ASSOCIATION, as Collateral Agent (the “Collateral Agent”) under the Indenture, dated as of October 15, 2002, by and among the Grantor, U.S. Bank Trust National Association, as Trustee and the Guarantors, as defined therein (as amended, restated or otherwise modified from time to time, the “Indenture”), as collateral agent for the Holders, as defined in the Indenture;

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