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                                                                    EXHIBIT 10.6

                                                                  EXECUTION COPY

                       AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1, dated as of January 10, 2003 (this "AMENDMENT"), to the Credit
Agreement, dated as of October 15, 2002 (the "ORIGINAL CREDIT AGREEMENT"), 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
thereto (the "CREDIT PARTIES"), the lenders signatory thereto from time to time
(the "LENDERS), GENERAL ELECTRIC CAPITAL CORPORATION, for itself as a Lender, as
L/C Issuer and as Agent for the Lenders (the "AGENT"). Terms defined in the
Original Credit Agreement and not otherwise defined herein shall have the
meanings assigned thereto in the Original Credit Agreement.

                              PRELIMINARY STATEMENT

(1)      The Credit Parties have requested that the Lenders agree to amend the
         Original Credit Agreement to allow the Credit Parties an additional
         thirty (30) days to obtain landlord agreements, mortgagee agreements or
         bailee letters as required by the Original Credit Agreement; and

(2)      The Lenders are willing to agree to so amend the Original Credit
         Agreement but only on and subject to the terms and conditions provided
         herein;

NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Credit Parties and the Lenders hereby agree as follows:

(1)      Subject to the satisfaction of the conditions set forth in Section 2
         hereof, Section 2.6 of the Original Credit Agreement is hereby amended
         by replacing the phrase "ninetieth (90th)" in each place it appears
         therein with the phrase "one hundred twentieth (120th)".

(2)      The foregoing amendment contained in this Amendment shall become
         effective (the "EFFECTIVE DATE") upon the satisfaction in full of the
         following conditions:

         (a)      this Amendment shall have been executed and delivered by the
                  Requisite Lenders and each of the Credit Parties; and

         (b)      there shall be continuing no Event of Default (after giving
                  effect to the amendment contemplated hereby).

(3)      Each Credit Party hereby represents and warrants (which representations
         and warranties shall survive the effectiveness of this Amendment) as
         follows:

         (a)      this Amendment has been duly authorized and executed by each
                  such Person, and the Original Credit Agreement, as amended by
                  this Amendment, is the legal, valid and binding obligation of
                  each such Person, enforceable in accordance with its terms,
                  except as such enforceability may be limited by applicable
                  bankruptcy, moratorium and similar laws affecting the rights
                  of creditors in general; and

         (b)      each Credit Party repeats and restates the representations and
                  warranties made by it and contained in the Original Credit
                  Agreement as of the date of this Amendment and as of the
                  Effective Date, except to the extent such representations and
                  warranties relate to a specific date.

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(4)      This Amendment is being delivered in the State of New York and shall be
         a contract made under and governed by the laws of the State of New York
         applicable to contracts made and to be wholly performed within the
         State of New York.

(5)      Each Credit Party hereby ratifies and confirms the Original Credit
         Agreement as amended hereby, and agree that, as amended hereby, the
         Original Credit Agreement remains in full force and effect.

(6)      Each Credit Party agrees that all Loan Documents to which each such
         Person is a party remain in full force and effect notwithstanding the
         execution and delivery of this Amendment.

(7)      This Amendment may be executed by the parties hereto in separate
         counterparts, each of which when so executed and delivered shall be
         deemed an original, but all of such counterparts together shall
         constitute but one and the same instrument. Delivery of an executed
         counterpart hereof by facsimile shall be as effective as delivery of a
         manually executed counterpart hereof.

(8)      All references in the Loan Documents to the "Credit Agreement" and in
         the Original Credit Agreement as amended hereby to "this Agreement,"
         "hereof," "herein" or the like shall mean and refer to the Original
         Credit Agreement as amended by this Amendment (as well as by all
         subsequent amendments, restatements, modifications and supplements
         thereto).

        [Remainder of page left blank intentionally; signatures follow.]

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IN WITNESS WHEREOF, this Amendment No. 1 to the Credit Agreement has been duly
executed as of the date first written above.

                            GOLFSMITH INTERNATIONAL, L.P.

                            By Golfsmith GP, L.L.C., as General Partner
                            By Golfsmith Holdings, L.P., as Sole Member
                            By Golfsmith GP Holdings, Inc., as General Partner

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GOLFSMITH NU, L.L.C.

                            By Golfsmith Holdings, L.P., as Sole Member
                            By Golfsmith GP Holdings, Inc., as General Partner

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GOLFSMITH USA, L.L.C.

                            By Golfsmith Holdings, L.P., as Sole Member
                            By Golfsmith GP Holdings, Inc., as General Partner

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GOLFSMITH INTERNATIONAL, INC.

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GOLFSMITH INTERNATIONAL HOLDINGS, INC.

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GOLFSMITH GP HOLDINGS, INC.

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                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GOLFSMITH HOLDINGS, L.P.

                            By Golfsmith GP Holdings, Inc., as General Partner

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GOLFSMITH GP, L.L.C.

                            By Golfsmith Holdings, L.P., as Sole Member
                            By Golfsmith GP Holdings, Inc., as General Partner

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GOLFSMITH DELAWARE, L.L.C.

                            By Golfsmith Holdings, L.P., as Sole Member
                            By Golfsmith GP Holdings, Inc., as General Partner

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GOLFSMITH CANADA, L.L.C.

                            By Golfsmith Holdings, L.P., as Sole Member
                            By Golfsmith GP Holdings, Inc., as General Partner

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

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                            GOLFSMITH EUROPE, L.L.C.

                            By Golfsmith Holdings, L.P., as Sole Member
                            By Golfsmith GP Holdings, Inc., as General Partner

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GOLFSMITH LICENSING, L.L.C.

                            By Golfsmith Holdings, L.P., as Sole Member
                            By Golfsmith GP Holdings, Inc., as General Partner

                            By ___________________________________
                               Noel E. Wilens
                               Vice President

                            GENERAL ELECTRIC CAPITAL CORPORATION,
                            AS AGENT, AN L/C ISSUER AND A LENDER

                            By: ___________________________________

                            Name:
                                  its Duly Authorized Signatory

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