EX-10.35:



 







Exhibit 10.35




May 31, 2006




Ms. Ginger Bunte

Chief Financial Officer

Golfsmith International Holdings, Inc.

11000 North IH-35

Austin, TX 78753




Dear Ginger:



General Electric Capital Corporation (“GE Capital” or the “Agent”), an affiliate of GE Antares
Capital Corp., is pleased to provide its commitment to underwrite a $65,000,000 senior secured
credit facility (the “Credit Facilities”) to Golfsmith International Holdings, Inc. (“Golfsmith”,
the “Company”), in connection with the initial public offering of Golfsmith’s capital stock (the
“IPO”) on the terms and conditions set forth herein and in the attached revised Summary of
Indicative Terms and Conditions dated May 31, 2006 (the “Term Sheet”, and together with this
letter, the “Commitment Letter”). The Credit Facilities would be used in conjunction with the
Company’s contemplated Initial Public Offering of equity securities to retire up to $93.75 million
of senior secured notes due 2009, repay the existing senior secured credit facility, pay a one-time
fee of $3.0 million to terminate the First Atlantic management consulting agreement, and for
general corporate purposes. In the event that the closing date of the Credit Facilities has not
occurred on or prior to the date that the IPO occurs, GE Capital agrees to enter into an amendment
with the Company to the Company’s existing credit facility, on terms reasonably satisfactory to GE
Capital and the Company, on or prior to the date of the IPO for the purpose of increasing the
commitment under the existing credit facility by up to $15 million and otherwise allowing the IPO
thereunder without any mandatory prepayment from the proceeds of the IPO.



Company agrees to reimburse the Agent and the Lead Arranger (as defined in the Term Sheet) for all
out-of-pocket expenses incurred in connection with the diligence, syndication preparation,
negotiation, execution, and enforcement of this Commitment Letter and the Loan Documents,
regardless of whether such Loan Documents are executed.



Company further agrees to indemnify and hold harmless the Agent, the Lead Arranger, their
affiliates, and their officers, directors, employees, agent and attorney (each an “Indemnified
Party”) against any and all losses, claims, damages, costs, expenses (including reasonable fees and
expenses of attorneys) or liabilities of every kind whatsoever (collectively, the “Indemnified
Obligations”) to which any of the Indemnified Parties may become subject in connection with this
commitment letter, except that Company shall not be liable for any Indemnified Obligations of any
Indemnified Party to the extent any of the foregoing is determined by a court of competent
jurisdiction to have arisen from the gross negligence, bad faith, willful misconduct or breach of
obligations of such Indemnified Party. This Indemnity Obligation will continue notwithstanding any
termination of this commitment, except to the extent that it is superseded by the provisions of the
executed definitive Loan Documents.




 









 







Company each agrees that in any action arising in connection with this Commitment Letter or any
transaction contemplated hereby the only damages that may be sought from Agent, Lead Arranger or
any of their affiliates, each other lender or any Indemnified Party are those which are direct and
reasonably foreseeable as the probable result of any breach hereof. The Agent, the Lead Arranger
and their affiliates shall not be liable under this Commitment Letter or any Loan Document or in
respect of any act, omission or event relating to the transaction contemplated hereby or thereby,
on any theory of liability, for any special, indirect, exemplary, consequential or punitive
damages.



This Commitment Letter is for Company’s confidential use only and may not be disclosed by the
Company to any person other than First Atlantic Capital, Ltd. and its and the Company’s respective
employees, attorneys and financial advisors (but not commercial lenders) and then only in
connection with the proposed transaction and on a confidential basis, except (i) in connection with
any litigation that may arise between the Company and GE Capital related to this Commitment Letter,
(ii) as may be compelled in a judicial or administrative proceeding, (iii) to the extent required
pursuant to SEC regulations, (iv) where in the Company’s reasonable judgment, disclosure is
required by law or (v) where the Agent’s consent to the proposed disclosure is provided. Agent
reserves the right to review and approve, in advance, all materials, press releases,
advertisements, and disclosures that you or your affiliates prepare that contain Agent’s or any
affiliate’s name or describe Agent’s financing commitment.



The Term Sheet is intended to be indicative of the principal terms of the Credit Facilities and
does not purport to specify all of the terms, conditions, representations and warranties, covenants
and other provisions that will be contained in the final loan documents for the Credit Facilities.
Such final loan documents shall be structured as an amendment and restatement of the Company’s
existing senior secured credit facility with GE Capital.



If this Commitment Letter or any act, omission or event hereunder or thereunder becomes the subject
of a dispute, the Company and Agent hereby waive trial by jury. Company and Agent hereby consent
and agree that the state or federal courts located in New York County, State of New York shall have
exclusive jurisdiction to hear and determine any claims pertaining to this Commitment Letter or any
transaction relating hereto, any other financing related thereto, and any investigation, litigation
or proceeding related to or arising out of any such matters, provided that the parties acknowledge
that any appeals from those courts may have to be by a court located outside of such jurisdiction.
Company and Agent hereby expressly submit and consent in advance to such jurisdiction in any action
or suit commenced in any such court, and hereby waive any objection which any of them may have
based on lack of personal jurisdiction, improper venue or inconvenient forum. This Commitment
Letter shall be governed by and shall be construed in accordance with the laws of the State of New
York applicable to contracts made and performed in that state.



This Commitment Letter supersede all prior discussions, writings, indications of interest and
proposals with respect to the Credit Facilities previously delivered to you or your affiliates by
Agent or any of its affiliates. Please indicate your acceptance of this commitment and return a


 









 






signed copy of this Commitment Letter to Agent. This commitment will expire at 5:00 p.m., Chicago
time, on May 31, 2006, unless on or prior to such time Agent shall have received a copy of this
commitment letter executed by you. Notwithstanding acceptance of this commitment letter, the
commitment herein will automatically terminate unless definitive Loan Documents are executed on or
before July 31, 2006. Upon expiration or termination of the commitment contained herein, Agent,
Lead Arranger and their affiliates shall have no liability or obligation hereunder. Termination of
this commitment shall not affect your obligations hereunder, including to pay any fees, costs or
expenses provided for herein or in any other agreements entered into between you and Agent.



We look forward to continuing to work with the management team of Golfsmith International Holdings,
Inc. on this transaction.




Sincerely,




	 	 	 	 	 	 	 
	GENERAL ELECTRIC CAPITAL CORPORATION,	 	 	 	 
	An Affiliate of GE Antares Capital Corp.	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Daniel B. Glickman	 	 	 	 
	 	 	 	 	 
	By:

	 	Daniel B. Glickman	 	 	 	 
	Title:

	 	Managing Director	 	 	 	 
	 
	 	 	 	 	 	 
	ACCEPTED AND AGREED	 	 	 	 
	Golfsmith International Holdings, Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Virginia Bunte	 	 	 	 
	 
	 	 	 	 	 	 
	Its:	 	Senior Vice President, Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	Date:

	 	May 31, 2006	 	 	 	 






 









 






Summary of Indicative Terms and Conditions (“Term Sheet”)

Golfsmith International Holdings, Inc.

$65,000,000 Senior Credit Facilities

May 31, 2006




	 	 	 
	BORROWER:

	 	Golfsmith International, L.P., Golfsmith NU, L.L.C,
Golfsmith USA, L.L.C., Golfsmith Don Sherwood Inc.
(collectively, “Company” or “Borrower”), each of which
shall be wholly owned directly or indirectly by
Holdings and jointly and severally liable for all
obligations under the Credit Facilities.
	 
	 	 
	SPONSOR:

	 	First Atlantic Capital Limited (“Sponsor”)
	 
	 	 
	ADMINISTRATIVE

AGENT:

	 	General Electric Capital Corporation (“GE Capital” or
“Agent”)
	 
	 	 
	SOLE LEAD

ARRANGER AND

BOOKRUNNER:

	 	GE Capital Markets, Inc. (“GECM”)
	 
	 	 
	LENDERS:

	 	A syndicate of financial institutions (including GE
Antares) arranged by GECM.
	 
	 	 
	CREDIT FACILITIES:

	 	An $65,000,000 senior secured credit facility
consisting of a revolving credit facility of up to
$65,000,000 (the “Revolving Credit Facility”), which
will include a letter of credit subfacility for up to
$5,000,000 (the “LC Subfacility”), and a swing line
subfacility of up to $10,000,000 provided by Agent.
	 
	 	 
	INCREMENTAL

FACILITY:

	 	The Borrower shall have the right to increase the size
of the Revolving Credit Facility, at Agent’s and
Borrower’s mutual agreement, in an aggregate amount of
up to $25,000,000 (the “Incremental Facility”) at any
time, from existing Lenders and/or new Lenders mutually
acceptable to Agent and Borrower, provided that (i) no
default or event of default shall have occurred and be
continuing, and (ii) no commitment of any Lender shall
be increased without the consent of such Lender. The
Incremental Facility shall become part of the Credit
Facilities.






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	REVOLVING CREDIT

AVAILABILITY:

	 	The aggregate maximum outstanding balance of loans
under the Revolving Credit Facility shall be equal to
the lesser of (A) a borrowing base that is equal to the
sum of (i) 85% of eligible accounts receivable plus
(ii) the lesser of (x) 70% of the cost of eligible
inventory or (y) up to 90% of the “net orderly
liquidation value” of eligible inventory plus (iii) the
lesser of (x) $17,500,000 or (y) 70% of the Fair Market
Value of owned real estate pledge to the Agent or (B)
$65,000,000. Agent will retain the right from time to
time in its reasonable discretion with notice to the
Borrower to establish or modify reserves against
availability, advance rates, and standards of
eligibility.
	 
	 	 
	 

	 	The LC Subfacility would provide for the issuance of letters of
credit for the account of Borrower. Outstanding letters of credit
will be reserved from availability under the Revolving Credit
Facility.
	 
	 	 
	USE OF PROCEEDS:

	 	To provide funds for the retirement of up to
$93,750,000 of senior secured notes in conjunction
with the contemplated equity offering, to provide for
working capital and for general corporate purposes,
and to fund certain fees and expenses associated with
the closing of the Credit Facilities.
	 
	 	 
	TERM:

	 	5 years
	 
	 	 
	INTEREST RATES:

	 	The outstanding principal balance under the Revolving
Credit Facility shall bear interest, at Borrower’s
option, at a fluctuating rate equal to (a) the Base
Rate, per annum, or (b) LIBOR plus one and one half
percent (1.50%) per annum. After the first three (3)
months, the Loans shall bear interest (adjusted
quarterly) according to the following pricing matrix
based on the average excess availability of the
previous quarter:







Excess Availability:



	 	 	 	 	 	 	 	 	 
	 	 	Base	 	 	Libor	 
	3 $40,000,000
	 	 	(0.75	%)	 	 	0.75	%
	 
	 	 	 	 	 	 	 	 
	3 $30,000,000 and
	 	 	(0.50	%)	 	 	1.00	%
	< $40,000,000
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3 $20,000,000 and
	 	 	(0.25	%)	 	 	1.25	%
	< $30,000,000
	 	 	 	 	 	 	 	 






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	 	 	Base	 	 	Libor	 
	< $20,000,000
	 	 	0.00	%	 	 	1.50	%






	 	 	 
	 

	 	The Base Rate will be a floating rate defined as the greater of
(a) the rate publicly quoted from time to time by The Wall
Street Journal (or another national publication selected by
the Agent as the “base rate on corporate loans posted by at least
75% of the nation’s 30 largest banks” and (b) the Federal Funds
Rate plus .50 basis points.
	 
	 	 
	 

	 	LIBOR will be defined as the offered rate per annum for deposits
of Dollars for the applicable Interest Period (as defined below)
that appears on Telerate Page 3750 as of 11:00 A.M. (London,
England time) two (2) Business Days prior to the first day in each
Interest Period. If no such offered rate exists, such rate will
be the rate of interest per annum, as determined by the Agent
(rounded upwards, if necessary, to the nearest 1/100 of 1%) at
which deposits of Dollars in immediately available funds are
offered at 11:00 A.M. (London, England time) two (2) Business Days
prior to the first day in the applicable Interest Period by major
financial institutions reasonably satisfactory to the Agent in the
London interbank market for the applicable Interest Period and for
an amount equal or comparable to the principal amount of the Loans
to be borrowed, converted or continued as LIBOR Rate loans on such
date of determination.
	 
	 	 
	 

	 	Interest Period means, with respect to any LIBOR Rate loan, the
period commencing on the Business Day the Loan is disbursed,
converted or continued as a LIBOR Rate loan and ending on the date
one, two, three, six, or, if acceptable to each Lender, nine or
twelve, months thereafter, as selected by the Borrower in its
notice of borrowing, conversion or continuation. No more than
seven (7) Interest Periods shall be in effect at any time.
	 
	 	 
	 

	 	No loan may be converted into, or continued as, a LIBOR Rate loan
at any time when an event of default shall have occurred and be
continuing.
	 
	 	 
	 

	 	Interest on Base Rate loans will be payable quarterly in arrears
on the first day of each quarter. Interest on LIBOR Rate loans
will be payable at the end of each Interest Period and, in
addition, at the end of 90 days in the case of a six month
Interest Period. All interest on LIBOR Rate loans will be
calculated using a 360 day year and all interest on Base Rate
loans will be
calculated using a 365/366 day year and, in each case, actual
days elapsed.






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	 	At the election of the Agent or Requisite Lenders, upon the
occurrence and during the continuance of an event of default, the
obligations shall bear interest at a default rate of interest
equal to an additional two percent (2%) per annum over the rate
otherwise applicable and such interest will be payable on demand.
	 
	 	 
	SECURITY:

	 	The Agent, for the benefit of itself and the Lenders, shall
receive a first priority perfected security interest in
substantially all existing and after-acquired real and personal
property of the Borrower, its domestic subsidiaries and any
holding company (“Holdings”) formed to own the capital stock or
equity securities of Borrower (the “Collateral”), including all
inventory, accounts, equipment, fixtures, chattel paper,
patents, trademarks, copyrights, documents, instruments, deposit
accounts, cash and cash equivalents, investment property,
general intangibles supporting obligations, letter of credit
rights, commercial tort claims, insurance policies, and other
personal property of Holdings, Borrower and its domestic
subsidiaries and first mortgage liens on all of the real
property of Borrower and its domestic subsidiaries and all
substitutions, accessions, products and proceeds of such
property. The Collateral will be free and clear of other liens,
claims, and encumbrances, except permitted liens and
encumbrances acceptable to the Agent (to be set forth in the
Credit Facilities Documentation (as hereinafter defined)).
	 
	 	 
	 

	 	The Agent, for the benefit of itself and the Lenders, shall also
receive a first priority perfected pledge of all of the
outstanding capital stock or other equity securities of Borrower
and each of the Borrower’s subsidiaries.
	 
	 	 
	 

	 	Notwithstanding the above, any pledge of a foreign subsidiary’s
equity interests shall be limited to a pledge of 66% of the voting
stock and 100% of the non-voting stock of such subsidiary.
	 
	 	 
	 

	 	Agent’s liens and security interests shall be evidenced by
documentation reasonably satisfactory to Agent, including search
results, collateral releases from prior lenders, landlord,
mortgagee and bailee waivers, and in the case of real estate
collateral, title insurance policies (supported by surveys) in
amount, form and from an issuer reasonably satisfactory to Agent.
All obligations under the Credit Facilities shall be cross-
collateralized with each other and with collateral provided by any
subsidiary of Borrower or any other guarantor.
	 
	 	 
	GUARANTEES:

	 	Obligations under the Credit Facilities will be
guaranteed by all domestic subsidiaries of Borrower and
by Holdings. Holdings shall be a single






4









 






	 	 	 
	 

	 	purpose entity
and conduct no business other than ownership of the
equity securities of Borrower and incur no indebtedness
except as permitted in the Credit Facilities
Documentation.
	 
	 	 
	CASH MANAGEMENT:

	 	The Borrower and its subsidiaries shall establish a cash
management system satisfactory to Agent and Agent shall
obtain control agreements with respect to cash management
accounts. Unless an event of default exists or excess
availability is less than $10,000,000, Borrower shall be
entitled to dominion over such cash management accounts
and collections will not automatically be swept to Agent.
	 
	 	 
	VOLUNTARY

PREPAYMENTS:

	 	The Borrower may voluntarily prepay any loans outstanding
under the Credit Facilities, in each case, subject to
concurrent payments of any applicable LIBOR breakage
costs. Prepayment of such loans shall be applied in the
manner set forth under Mandatory Prepayments below.
	 
	 	 
	MANDATORY

PREPAYMENTS:

	 	Borrower will be required to make
prepayments as follows: promptly upon receipt thereof in the amount of 100% of
the net proceeds of (i) any sale or other disposition of
any assets of Borrower or its subsidiaries (net of
amounts reinvested in replacement assets within 180 days
or required to pay taxes or other costs applicable to the
disposition), other than certain dispositions of other
assets to be agreed; (ii) any sales or issuances of debt
securities of Holdings, Borrower or any of its
subsidiaries and/or any other indebtedness for borrowed
money incurred by Borrower or any its subsidiaries after
the closing date (other than permitted amounts and types
of indebtedness to be agreed upon); and (iii) insurance
proceeds and condemnation awards to the extent not
reinvested in the business. Such prepayments shall be
applied to reduce the outstanding principal balance of
the Revolving Credit Facility, with no concurrent
permanent reduction of the Revolving Credit Facility
commitment.
	 
	 	 
	FEES:

	 	A non-refundable Agent’s Fee of $25,000 per year payable to the Agent in advance
(including at Closing).
	 
	 	 
	 

	 	An Unused Facility Fee in an amount equal to three-eights of one
percent (0.375%) per annum on the average unused daily balance of
the Revolving Credit Facility (less any outstanding letters of
credit) when outstanding loans and letters of credit are less than
$32,500,000 and one-quarter of one percent (0.25%) when
outstanding loans and letters of






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	 	credit exceed $32,500,000. Such
fee shall be paid quarterly on the first day of each quarter.
	 
	 	 
	 

	 	Letter of credit fees for all letters of credit under the Credit
Facilities in an amount equal to the LIBOR margin on Revolving
Loans on the outstanding face amount of all letters of credit such
fee to be paid quarterly on the first day of each quarter.
	 
	 	 
	 

	 	All fees (other than the Agent’s Fee) will be calculated using a
360-day year and actual days elapsed.
	 
	 	 
	 

	 	The Borrower and Sponsor will pay all reasonable costs and
expenses associated with due diligence, the preparation,
negotiation and execution of all documentation executed in
connection with the Credit Facilities, and the administration and
syndication of the Credit Facilities, including without
limitation, the legal fees of counsel to the Lead Arranger and
Agent regardless of whether or not the Credit Facilities are
closed, and all enforcement costs and expenses of Agent and
Lenders, and the out-of-pocket cost (including fees and expenses)
paid to third party auditors, or a fee of $800 per audit day per
in-house auditor plus out-of-pocket expenses.
	 
	 	 
	 

	 	In addition, no fee shall be payable in connection with the
termination of Borrower’s existing senior secured credit facility
with GE Capital.
	 
	 	 
	LIBOR BREAKAGE:

	 	Any payment (or conversion) of a LIBOR loan other than at
the end of its Interest Period, will be subject to
customary breakage provisions.
	 
	 	 
	DOCUMENTATION:

	 	The loan documents will contain conditions precedent,
affirmative, negative and financial reporting covenants,
indemnities, events of default and remedies, and other
provisions, and Borrower will make representations and
warranties, all as required by Agent and Lenders and
acceptable
to the Borrower; provided that there shall be no financial
covenants. Transactions between Borrower and its officers,
directors, employees and affiliates shall be restricted in a
manner acceptable to Agent. It shall be an event of default if
(a) any person or group of persons (within the meaning of the
Securities Exchange Act of 1934) other than First Atlantic
Capital, Ltd. shall have acquired beneficial ownership of 30% or
more of the issued and outstanding voting shares of stock of
Holdings or (b) during any period of twelve consecutive calendar
months, individuals who at the beginning of such period
constituted the board of directors of Holdings (together with any
new






6









 






	 	 	 
	 

	 	directors approved by a vote of at least a majority of the
directors then still in office who either were directors at the
beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason other
than death or disability to constitute a majority of the directors
then in office.
	 
	 	 
	COVENANTS:

	 	Affirmative and Negative covenants consistent with
facilities of this type, including, but not limited to,
limitations on additional indebtedness, liens, dividends,
stock repurchases, mergers and acquisitions, asset sales,
investments, loans, and guarantees, subject to exceptions
and baskets to be mutually acceptable. In addition, prior
to closing or within a period of time to be mutually
agreed after closing, Borrowers shall deliver to Agent (i)
real estate appraisals prepared by an appraiser retained
by Agent in conformance with FIRREA appraisal
requirements, (ii) machinery and equipment appraisals
prepared by an appraiser retained by Agent, and (iii)
inventory appraisals prepared by an appraiser retained by
Agent, each such appraisal to be acceptable to Agent in
form and substance.
	 
	 	 
	SYNDICATION:

	 	The Lead Arranger may syndicate a portion of the loans and
loan commitments post closing to other financial
institutions identified by the Lead Arranger in
consultation with Borrower on the terms and conditions as
fully described in the Credit Facilities Documentation.
	 
	 	 
	OTHER TERMS AND

CONDITIONS:

	 	Other terms and conditions include, but are not limited
to, the following:







	 	•	 	The preparation, execution and delivery of a credit
agreement and other documents executed in connection
therewith (collectively, with the credit agreement, the
“Credit Facilities Documentation”) mutually acceptable to the
Borrower and Agent, incorporating substantially the terms and
conditions as outlined in the Commitment Letter and this Term
Sheet. The Credit Facilities Documentation will be structured
as an amendment and restatement of the Borrowers’ existing
credit facility with GE Capital.
	 
	 	•	 	Consummation of the contemplated Initial Public Offering
of Equity Securities, which shall consist solely of common
stock of Holdings, with net proceed of not less than $70
million.
	 
	 	•	 	Up to $25,000,000 may be drawn at close under the
Revolving Credit Facility (including issued letters of
credit). In any event, after




7









 






	 	 	 	giving effect to the funding at
close, or creation of a reserve for, and payment of all costs
and expenses related to the closing, Borrower is required to
have minimum availability of $10,000,000 under the Revolving
Credit Facility.
	 
	 	•	 	Minimum excess availability on the Revolving Credit
Facility of $2,500,000 at all times.
	 
	 	•	 	Satisfactory completion of environmental review (including
a Phase I environmental study completed by a party acceptable
to the Agent), and insurance review; provided, that, if the
environmental review is not completed prior to closing, the
failure to satisfy this condition shall not in and of itself
preclude closing of the Revolving Credit Facility, but no
availability in the borrowing base shall be given for real
estate until such time as such review is completed.
	 
	 	•	 	Receipt by Agent of the Company’s available unaudited
statements delivered in a form consistent with those
previously delivered to GE Capital for each monthly period
from January 2006 through the month prior to closing.
	 
	 	•	 	There shall not have occurred any change, development, or
event that has or would reasonably be expected to have a
material adverse effect on the operations, business,
properties or financial condition of Holdings and its
subsidiaries taken as a whole.
	 
	 	•	 	The Agent and Lenders shall have received a customary
solvency certificate provided by Borrower certifying that
Borrower, after incurring the indebtedness contemplated by the
Credit Facilities, will be solvent, able to satisfy its
obligations as they mature and adequately capitalized.
	 
	 	•	 	Both before and after giving effect to the closing, the absence of
any Default or Event of Default under the Credit Facilities
Documentation or under any material contract or agreement of
Holdings, the Borrower or its subsidiaries; and accuracy of
representations and warranties in all material respects.
	 
	 	•	 	There being no order or injunction or pending litigation which
could reasonably be expected to have a material adverse affect on
Holdings, the Borrower or any of its subsidiaries and no pending
litigation seeking to enjoin or prevent the transactions contemplated
hereby.




8









 






	 	•	 	Other conditions precedent specific to the transaction and typical
of facilities of this type, including Agent’s receipt of reasonably
satisfactory corporate approval of the financing as well as opinions
of counsel reasonably satisfactory to Agent as to, among other
matters, valid corporate existence and authority, legality, validity
and binding effect of all loan, guaranty and security documents,
perfection of security interests, the absence of any violation of law
or regulation or conflict with any existing material contracts. All
governmental, regulatory and other third-party approvals and consents
required by Agent with respect to the proposed transactions shall
have been obtained and shall be final and non-appealable.
	 
	 	•	 	Holdings shall own directly or indirectly 100% of the equity
interests of Borrower.
	 
	 	•	 	The Company will have a minimum EBITDA for the trailing twelve
months prior to close of at least $20,000,000, including such
adjustments as acceptable to Agent and in any event such adjustments
as are set forth in the existing credit agreement (“Adjusted
EBITDA”).





	 	 	 
	ASSIGNMENTS AND

PARTICIPATIONS:

	 	Lenders would have the right at any time to sell and assign
interests and sell participations under the Credit Facilities in
accordance with customary terms, subject to the consent of the
Borrower (such consent not to be unreasonably withheld or delayed)
so long as no event of default has occurred and is continuing.
	 
	 	 
	REQUISITE LENDERS:

	 	Lenders holding greater than 50% of the loan exposure
(including unfunded commitments under the Revolving
Credit Facility) under the Credit Facilities.
	 
	 	 
	 

	 	Certain amendments and waivers may require class votes
or the consent of all Lenders, as appropriate.
	 
	 	 
	GOVERNING LAW:

	 	New York.







9