exv10w7



 





EXHIBIT 10.7




AMENDMENT NO. 6 TO CREDIT AGREEMENT




     This Amendment No. 6 to Credit Agreement, dated as of October 4, 2004
(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.



RECITALS




     A. The Borrowers, the other Credit Parties, the Agent and the Lenders are
parties to that certain Credit Agreement, dated as of October 15, 2002, as
amended by Amendment No. 1 thereto, dated as of January 10, 2003, Amendment No.
2 thereto, dated as of September 5, 2003, Amendment No. 3 thereto, dated as of
February 10, 2004, Amendment No. 4 thereto, dated as of March 18, 2004, and
Amendment No. 5 thereto, dated as of July 21, 2004 (as so amended and as it may
hereafter be further amended, restated or otherwise modified, the “Credit
Agreement”).



     B. The Borrowers, Credit Parties, Agent and Lenders are desirous of
amending the Credit Agreement as and to the extent set forth herein and subject
to the terms and conditions provided herein.



     C. This Amendment shall constitute a Loan Document and these Recitals
shall be construed as part of this Amendment.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


1. Amendments. Section 4.1 of the Credit Agreement is amended and restated in
its entirety as follows:




“4.1 Capital Expenditure Limits. Holdings and its Subsidiaries on a
consolidated basis shall not make Capital Expenditures during any Fiscal
Year that exceed the greater of: (a) one-third of EBITDA of Holdings and
its Subsidiaries on a consolidated basis in the immediately preceding
Fiscal Year, and (b) the sum of (i) $7,000,000 plus (ii) the amount, if
any, of the Excess Cash Flow Offer (as defined in the Indenture) made and
not accepted by the holders of the Senior Notes during the immediately
preceding Fiscal Year plus (iii) any amounts permitted to be made as
Capital Expenditures under this clause (b) (not to exceed $1,000,000)
that have not previously been made as Capital Expenditures.”


2. Conditions to Effectiveness. The effectiveness of this Amendment is
expressly conditioned upon the satisfaction of each of the following conditions
precedent in a manner acceptable to Agent:



1









 





     2.1. Agent’s receipt of counterparts of this Amendment, duly executed by
each Borrower, each other Credit Party, Agent and Requisite Lenders.



     2.2. No Default or Event of Default shall have occurred and be continuing
or would result from the effectiveness of this Amendment or the consummation of
any of the transactions contemplated hereby.


3. Reference to and Effect Upon the Credit Agreement and other Loan Documents.



     3.1. The Credit Agreement, the Notes and each other Loan Document shall
remain in full force and effect and each is hereby ratified and confirmed by
Borrower and each of the other Credit Parties. Without limiting the foregoing,
the Liens granted pursuant to the Collateral Documents shall continue in full
force and effect and the guaranties of each of the Guarantors shall continue in
full force and effect.



     3.2. The execution, delivery and effect of this Amendment shall be limited
precisely as written and shall not be deemed to (a) be a consent to any waiver
of any term or condition or to any amendment or modification of any term or
condition (except for the specific amendments provided in Section 1 above), of
the Credit Agreement or any other Loan Document or (b) prejudice any right,
power or remedy which the Agent or any Lender now has or may have in the future
under or in connection with the Credit Agreement, the Notes or any other Loan
Document.



     3.3. Each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or any other word or words of similar import
shall mean and be a reference to the Credit Agreement as amended hereby, and
each reference in any other Loan Document to the Credit Agreement or any word
or words of similar import shall be and mean a reference to the Credit
Agreement as amended hereby.


4. Counterparts. This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original but all such
counterparts shall constitute one and the same instrument. A counterpart
signature page delivered by fax transmission shall be as effective as delivery
of an originally executed counterpart.


5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF NEW YORK.


6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.



[SIGNATURE PAGES FOLLOW]




2









 







     IN WITNESS WHEREOF, this Amendment No. 6 to Credit Agreement has been duly
executed as of the date first written above.

	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION,

as Agent, an L/C Issuer and Lender

 	 
	 	By:  	/s/ Susan K. Staub 	 
	 	Name:  	Susan K. Staub 	 
	 	 	       Its Duly Authorized Signatory 	 
	 


	 	 	 	 	 
	 	GOLFSMITH INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	GOLFSMITH INTERNATIONAL HOLDINGS, INC.

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	GOLFSMITH GP HOLDINGS, INC.

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	DON SHERWOOD GOLF SHOP

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 




AMENDMENT NO.6 TO GOLFSMITH CREDIT AGREEMENT





 









 




	 	 	 	 	 
	 	GOLFSMITH HOLDINGS, L.P.

By Golfsmith GP Holdings, Inc., as General Partner

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	GOLFSMITH GP, L.L.C.

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	GOLFSMITH DELAWARE, L.L.C.

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	GOLFSMITH CANADA, L.L.C.

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	GOLFSMITH EUROPE, L.L.C.

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 



AMENDMENT NO.6 TO GOLFSMITH CREDIT AGREEMENT





 









 




	 	 	 	 	 
	 	GOLFSMITH USA, L.L.C.

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	GOLFSMITH NU, L.L.C.

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	GOLFSMITH LICENSING, L.L.C.

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 


	 	 	 	 	 
	 	GOLFSMITH INTERNATIONAL, L.P.

By Golfsmith GP L.L.C., as General Partner

 	 
	 	By:  	/s/ Noel E. Wilens
 	 
	 	Name:  	Noel E. Wilens 	 
	 	Title:  	Vice President 	 
	 



AMENDMENT NO.6 TO GOLFSMITH CREDIT AGREEMENT