EX-10.02






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.



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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
	 

	 	 






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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
	 

	 	 







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