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
Exhibit 4.7 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of October 15, 2002, by and among Golfsmith International, Inc., Golfsmith International Holdings, Inc., Golfsmith GP Holdings, Inc., Golfsmith Holdings, L.P., Golfsmith International, L.P....Security Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
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 4.5 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of October 15, 2002, is made between Golfsmith International, Inc., a Delaware corporation (the "Grantor"), and U.S. BANK TRUST NATIONAL...Trademark Security Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores
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
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
Exhibit 4.6 This instrument prepared by: Timothy M. Sullivan, Esq. King & Spalding 191 Peachtree Street Atlanta, Georgia DEED OF TRUST DEED OF TRUST ("Deed of Trust"), dated as of October 15, 2002, by GOLFSMITH INTERNATIONAL, L.P., a Delaware limited...Golfsmith International Holdings Inc • April 4th, 2003 • Retail-miscellaneous shopping goods stores • Texas
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
as Issuer,Article Twelve Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 4.14 SUBSIDIARY SECURITIES CONTROL AGREEMENT (GOLFSMITH HOLDINGS, L.P.) General Electric Capital Corporation, as Agent 335 Madison Ave New York, New York 10017 ATTN: Golfsmith Account Officer U.S. Bank Trust National Association, as Collateral...Subsidiary Securities Control Agreement • April 4th, 2003 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
