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EXHIBIT 4.25
EXECUTION COPY
ASSUMPTION AND JOINDER AGREEMENT
ASSUMPTION AND JOINDER AGREEMENT dated as of July 24, 2003
(this
"Assumption Agreement") made by [DON
SHERWOOD GOLF SHOP, a California
corporation], (the "New Subsidiary") in
favor of GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation ("GE
Capital"), in connection with that
certain Intercreditor Agreement dated as of
October 15, 2002 (as the same may be
amended, amended and restated, supplemented
or otherwise modified, renewed or
replaced from time to time, the
"Intercreditor Agreement"), by and among GE
Capital, as Senior Agent, U.S. Bank Trust
National Association, as Trustee and
under the Indenture; U.S. Bank Trust
National Association, as Collateral Agent
under the Noteholder Security Agreement,
and the parties whose names are set
forth below "Credit Parties" on the
signature pages thereto (each such party
being referred to as an "Obligor", and
collectively, the "Obligors").
Capitalized terms used herein but not
otherwise defined shall have the meanings
given to such terms in the Intercreditor
Agreement (as defined below).
WITNESSETH
WHEREAS, Golfsmith International, Inc. wishes to purchase all of
the
issued and outstanding stock of the New
Subsidiary;
WHEREAS, the New Subsidiary is a California corporation that will
be
wholly-owned by Golfsmith International,
Inc.; and
WHEREAS, the New Subsidiary is executing this document pursuant
to
Section 2.8(b) of the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and other good
and
valuable consideration, the receipt of
which is hereby acknowledged, the New
Subsidiary hereby agrees as follows:
1. Assumption and Joinder.
(a) The New
Subsidiary hereby expressly confirms that it
has assumed, and hereby agrees to perform
and observe and be bound by, each and
every one of the covenants, promises,
agreements, terms, obligations, duties and
liabilities of an Obligor under the
Intercreditor Agreement. By virtue of the
foregoing, the New Subsidiary hereby
accepts and assumes any liability of an
Obligor related to each representation,
warranty, covenant or obligation made by
an Obligor in the Intercreditor Agreement
and hereby expressly affirms, as of
the date hereof, each of such
representations, warranties, covenants and
obligations, and hereby expressly affirms,
as of the date hereof, each of such
covenants and obligations.
(b) All
references to the term "Obligor" in the
Intercreditor Agreement or in any document
or instrument executed and delivered
or furnished, or to be executed and
delivered or furnished, in connection
therewith shall be deemed to be a reference
to, and shall include, the New
Subsidiary.
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2. Representations and Warranties. The New Subsidiary hereby
represents
and warrants to the Lenders as follows:
(a) The New
Subsidiary has the requisite corporate power
and authority to enter into this Assumption
Agreement and to
