Amendment Fee Letter to First Amendment of Amended and Restated Credit Agreement – Golfsmith International, L.P. and General Electric Capital Corporation
This letter agreement, dated September 26, 2007, is between Golfsmith International, L.P. and its affiliates (the Borrowers and Credit Parties) and General Electric Capital Corporation (the Agent). It sets the terms for a $125,000 non-refundable amendment fee payable by the Borrowers to the Agent as a condition for the effectiveness of the First Amendment to their existing Credit Agreement. The letter also allows the Agent to modify certain terms of the Credit Agreement, with Borrowers' cooperation, to facilitate syndication of the loan commitments.
September 26, 2007
Golfsmith International, L.P
11000 North IH-35
Austin, Texas 78753
Ladies and Gentlemen:
We refer to the First Amendment, dated as of the date hereof (the “First Amendment”), to Amended and Restated Credit Agreement, dated as of June 20, 2006 (the “Credit Agreement”) among Golfsmith International, L.P., Golfsmith NU, L.L.C., Golfsmith USA, L.L.C. (collectively, “Borrowers”), the other Credit Parties signatory thereto, General Electric Capital Corporation (“GE Capital”) as Agent (in such capacity, “Agent”) and the Lenders signatory thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
As a condition to the effectiveness of the First Amendment, the Borrowers hereby agree to pay to Agent in cash an amendment fee of $125,000, which amendment fee shall be fully earned and non-refundable upon receipt by Agent.
In connection with entering into the First Amendment (and the increase in the Commitments effected thereby), Borrowers and the other Credit Parties hereby agree that Agent shall be entitled, at any time following consultation with the Borrowers, to modify the Credit Agreement in the following manner if GE Capital determines that such modification is advisable to complete the syndication of the Commitments under the Credit Agreement such that GE Capital’s Commitment under the Credit Agreement has been reduced to $65,000,000: clause (a) of the definition of “Borrowing Availability” may be modified to increase the dollar figure therein to an amount up to $5,000,000. Each of the Borrowers and the Credit Parties hereby agrees to execute and deliver any amendment or other documentation necessary to effect such implemented modifications.
Sincerely,
GENERAL ELECTRIC CAPITAL CORPORATION
| By: | / s / William J. Kane | |||
| Name: | William J. Kane | |||
| Title: | Duly Authorized Signatory | |||
AGREED AND ACCEPTED: | ||||
BORROWERS: | ||||
| GOLFSMITH INTERNATIONAL, L.P. | ||||
| By: Golfsmith GP L.L.C., as General Partner | ||||
By: | / s / Virginia Bunte | |||
Name: | Virginia Bunte | |||
Title: | Chief Financial Officer | |||
GOLFSMITH NU, L.L.C.
By: | / s / Virginia Bunte | |
Name: | Virginia Bunte | |
Title: | Chief Financial Officer | |
GOLFSMITH USA, L.L.C.
By: | / s / Virginia Bunte | |
Name: | Virginia Bunte | |
Title: | Chief Financial Officer | |
CREDIT PARTIES:
GOLFSMITH INTERNATIONAL, INC.
By: | / s / Virginia Bunte | |
Name: | Virginia Bunte | |
Title: | Chief Financial Officer | |
GOLFSMITH INTERNATIONAL HOLDINGS, INC.
By: | / s / Virginia Bunte | |
Name: | Virginia Bunte | |
Title: | Chief Financial Officer | |
GOLFSMITH GP, L.L.C.
By: | / s / Virginia Bunte | |
Name: | Virginia Bunte | |
Title: | Chief Financial Officer | |
GOLFSMITH DELAWARE, L.L.C.
By: | / s / Virginia Bunte | |
Name: | Virginia Bunte | |
Title: | Chief Financial Officer | |
GOLFSMITH CANADA, L.L.C.
By: | / s / Virginia Bunte | |
Name: | Virginia Bunte | |
Title: | Chief Financial Officer | |
GOLFSMITH EUROPE, L.L.C.
By: | / s / Virginia Bunte | |
Name: | Virginia Bunte | |
Title: | Chief Financial Officer | |
GOLFSMITH LICENSING, L.L.C.
By: | / s / Virginia Bunte | |
Name: | Virginia Bunte | |
Title: | Chief Financial Officer | |
