0000950134-05-006673 Sample Contracts

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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LEASEHOLD MORTGAGE (ESSEX COUNTY, NEW JERSEY LOCATION)
Golfsmith International Holdings Inc • April 1st, 2005 • Retail-miscellaneous shopping goods stores • New Jersey

LEASEHOLD MORTGAGE (“Mortgage”), dated as of November 9, 2004, by GOLFSMITH NU, L.L.C., a Delaware limited liability company (being hereinafter called the “Mortgagor” or “Grantor”) to U.S. BANK TRUST NATIONAL ASSOCIATION, as Collateral Agent (the “Collateral Agent”) under the Indenture, dated as of October 15, 2002, by and among Golfsmith International, Inc., 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;

LEASEHOLD MORTGAGE Dated as of November 12, 2004 between GOLFSMITH NU, L.L.C., a Delaware limited liability company, as Mortgagor and LOCATION OF SECURED PROPERTY Orange County, Florida
Leasehold Mortgage • April 1st, 2005 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Florida

This mortgage is part of a multi-state transaction and partially secures an out-of-state loan. The value of the Florida property securing the loan is $866,000.00. The value of the non-Florida property securing the loan is $43,041,945.00. The value of all property securing the loan is $43,907,945.00. The ratio of Florida property to all property securing the loan is $866,000/$43,907,945. The pro-rata portion of the loan which the Florida property bears is $1,849,038.94. Accordingly, documentary stamp taxes and intangibles tax are being paid in connection with the recording of this mortgage in an amount of $6,471.85 for documentary taxes and $3,698.08 for intangibles taxes.

AMENDMENT NO. 8 TO CREDIT AGREEMENT
Credit Agreement • April 1st, 2005 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York

This Amendment No. 8 to Credit Agreement, dated as of March 29, 2005 (this “Amendment”), is entered into by and among Golfsmith International, L.P., Golfsmith NU, L.L.C., and Golfsmith USA, L.L.C., as Borrowers (the “Borrowers”), the other Persons designated as Credit Parties to the Credit Agreement (the “Credit Parties”), the lenders signatory thereto from time to time (the “Lenders”), and General Electric Capital Corporation, for itself as a Lender, as L/C Issuer and as Agent for the Lenders (in such capacity, the “Agent”). Terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

Golfsmith International, Inc.- PH 512 837-8810 Administration FAX 512 837-1019 Administration Golfsmith International, L.P. PH 512 837-8810 Purchasing FAX 512 837-9347 Purchasing PH 512 837-4810 Sales FAX 512 837-1245 Sales 11000 North IH-35 Austin,...
Employment Agreement • April 1st, 2005 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Texas

This amendment to the Agreement shall be deemed effective as of November 2, 2003. This letter agreement shall be governed by Texas law without reference to the choice of law principles thereof.

Golfsmith International, Inc.- PH 512 837-8810 Administration FAX 512 837-1019 Administration Golfsmith International, L.P. PH 512 837-8810 Purchasing FAX 512 837-9347 Purchasing PH 512 837-4810 Sales FAX 512 837-1245 Sales 11000 North IH-35 Austin,...
Employment Agreement • April 1st, 2005 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Texas

This amendment to the Agreement shall be deemed effective as of November 2, 2003. This letter agreement shall be governed by Texas law without reference to the choice of law principles thereof.

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