EX-10.01






FIRST AMENDMENT

TO

AMENDED AND RESTATED CREDIT AGREEMENT




This First Amendment to Amended and Restated Credit Agreement, dated as of September 26, 2007
(this “Amendment”), is entered into by and among GOLFSMITH INTERNATIONAL, L.P., a Delaware
limited partnership (“GI”), GOLFSMITH NU, L.L.C., a Delaware limited liability company
(“GN”), GOLFSMITH USA, L.L.C. (“GUSA” and together with GI and GN, the
"Borrowers”, and each individually, a “Borrower”), the other Credit Parties party
hereto, and General Electric Capital Corporation, a Delaware corporation, as a Lender and as Agent
for the Lenders party to the Credit Agreement (in such capacity, “Agent”).



RECITALS




WHEREAS, Borrowers, Agent and Lenders are parties to that certain Amended and Restated Credit
Agreement, dated as of June 20, 2006 (as amended hereby and as it may hereafter be further amended,
restated or otherwise modified, the “Credit Agreement”);



WHEREAS, Borrowers have requested that Agent and Lenders agree to amend the Credit Agreement
as and to the extent set forth in this Amendment and Agent and Lenders are willing to do so as and
to the extent, and solely as and to the extent, and subject to the terms and conditions set forth
in this Amendment; and



WHEREAS, 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.


Definitions. Except to the extent otherwise specified herein, capitalized terms used
in this Amendment shall have the same meanings ascribed to them in the Credit Agreement, including
Annex A thereto.



2. Amendments. Subject to the prior satisfaction of the conditions specified in
Section 5 of this Amendment, the Credit Agreement shall be amended as follows:



2.1. By deleting the existing clause (b) (Facilities Increase) of Section 1.1
(Loans) of the Credit Agreement and replacing it with the following new language:



	 	 	 	 	 
	
 
	 	"(b)
	 	[Intentionally Omitted].”
	
 
	 	 	 	 
	2.2.

	 	

	 	







By deleting the existing clause (a) of Section 1.2 (Interest and Applicable Margins)
of the Credit Agreement and replacing it with the following new language:



"(a) Borrowers shall pay interest to Agent, for the ratable benefit of
Lenders, in accordance with the Loans being made by each Lender (or in the
case of the Swing Line Loan, for the benefit of the Swing Line Lender), in
arrears on each applicable Interest Payment Date, at the following per annum
rates: (i) with respect to the Revolving Credit Advances which are
designated as Index Rate Loans, the Index Rate plus the Applicable Revolver
Index Margin or, with respect to Revolving Credit Advances which are
designated as LIBOR Loans, at the election of Borrower Representative, the
applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin; and
(ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable
Revolver Index Margin.



As of the First Amendment Effective Date, the Applicable Margins are as
follows:



	 	 	 	 	 
	Applicable Revolver Index Margin
	 	 	0.50	%
	Applicable Revolver LIBOR Margin
	 	 	2.00	%
	Applicable L/C Margin
	 	 	2.00	%






The Applicable Margins shall be adjusted (up or down) prospectively on a
quarterly basis on the first Business Day of each Fiscal Quarter as
determined by average daily Borrowing Availability for the immediately
preceding Fiscal Quarter, commencing December 31, 2007. Adjustments in
Applicable Margins will be determined by reference to the following grids:



	 	 	 	 	 	 	 	 	 
	If Average Daily Borrowing Availability for the
Immediately Preceding Fiscal Quarter is:	 	Applicable Margins:
	 	 	 
	 
	 	Revolving	 	Revolving LIBOR
	 
	 	Index	 	and L/C
	> $40,000,000
	 	 	-0.25	%	 	 	1.25	%
	 
	 	 	 	 	 	 	 	 
	> $30,000,000 and < $40,000,000
	 	 	0.00	%	 	 	1.50	%
	 
	 	 	 	 	 	 	 	 
	> $20,000,000 and < $30,000,000
	 	 	0.25	%	 	 	1.75	%
	 
	 	 	 	 	 	 	 	 
	< $20,000,000
	 	 	0.50	%	 	 	2.00	%
	 
	 	 	 	 	 	 	 	 






Borrowers shall deliver to Agent and Lenders a certificate, signed by their
chief financial officer, setting forth in reasonable detail the basis for
the continuance of, or any change in, the Applicable Margins. If any
Default or an Event of Default has occurred and is continuing at the time
any reduction in the Applicable Margins is to be implemented, that reduction
shall be deferred until the first day of the first calendar month following
the date on which all Defaults or Events of Default are waived or cured.”



2.3. By deleting the existing Section 7.3 (Conditions Precedent to Each Facilities
Increase) of the Credit Agreement and replacing it with the following new language:



“7.3 [Intentionally Omitted].”



2.4. By deleting the existing definition of “Revolving Loan Commitment” from Annex A
(Definitions) to the Credit Agreement and replacing it with the following new definition:



” “Revolving Loan Commitment” means (a) as to any Lender, the
commitment of such Lender to make its Pro Rata Share of Revolving Credit
Advances or incur its Pro Rata Share of Letter of Credit Obligations
(including, in the case of the Swing Line Lender, its commitment to make
Swing Line Advances as a portion of its Revolving Loan Commitment) as set
forth on Annex B or in the most recent Assignment Agreement, if any,
executed by such Lender and (b) as to all Lenders, the aggregate commitment
of all Lenders to make the Revolving Credit Advances (including, in the case
of the Swing Line Lender, Swing Line Advances) or incur Letter of Credit
Obligations, which aggregate commitment shall be Ninety Million Dollars
($90,000,000) on the First Amendment Effective Date, as such amount may be
adjusted, if at all, from time to time in accordance with the Agreement.”



2.5. By deleting the existing definition of “Commitments” from Annex A
(Definitions) to the Credit Agreement and replacing it with the following new definition:



” “Commitments” means (a) as to any Lender, the aggregate of such
Lender’s Revolving Loan Commitment as set forth on Annex B to the
Agreement or in the most recent Assignment Agreement executed by such Lender
and (b) as to all Lenders, the aggregate of all Lenders’ Revolving Loan
Commitments which aggregate commitment shall be Ninety Million Dollars
($90,000,000) on the First Amendment Effective Date, as such Commitments may
be reduced, amortized or adjusted from time to time in accordance with the
Agreement.”



2.6. By deleting from clause (a) of the definition of “Borrowing Availability”, the dollar
figure “$2,500,000” and replacing it with the dollar figure “$3,500,000”.



2.7. By inserting the following new definitions in Annex A to the Credit Agreement in
appropriate alphabetical order:



” “First Amendment to Credit Agreement” means that certain First
Amendment to Amended and Restated Credit Agreement, dated as of September
26, 2007, by and among Borrowers, the other Credit Parties, Agent and
Lenders.”



” “First Amendment Effective Date means the date on which the
conditions precedent to the effectiveness of the First Amendment to Credit
Agreement are satisfied and the First Amendment to Credit Agreement becomes
effective.”



2.8. By deleting the figure “$65,000,000” from Annex B (Pro Rata Shares and Commitment
Amounts) to the Credit Agreement and replacing it with the figure “$90,000,000”.



3. Consent to Assignments. Notwithstanding Section 8.1 (Assignment and
Participations) of the Credit Agreement or any other terms or provisions of the Credit
Agreement, each Borrower and each other Credit Party hereby consents to and agrees that General
Electric Capital Corporation, in its capacity as a Lender (“GE Capital”), may assign up to
$25,000,000 in the aggregate of its Loans and/or Commitments to such Qualified Assignees as GE
Capital may determine.



4. Representations and Warranties.



4.1. Each Borrower and each other Credit Party hereby represents and warrants that the
execution, delivery and performance by it of this Amendment has been duly authorized by all
necessary corporate action and that this Amendment is a legal, valid and binding obligation of it
enforceable against it in accordance with its terms, except as the enforcement hereof may be
subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors’ rights generally or to general principles of equity.



4.2. The execution, delivery and performance of this Amendment by each Borrower and each other
Credit Party does not, and will not, contravene or conflict with any provision of (a) law, (b) any
judgment, decree or order, or (c) the certificate or articles of incorporation or by-laws of any
Borrower or any other Credit Party, and does not, and will not, contravene or conflict with, or
cause any Lien to arise under, any provision of any agreement, mortgage, lease, instrument or other
document binding upon or otherwise affecting any Borrower or any other Credit Party or any property
of any Borrower or any other Credit Party or any Subsidiary thereof.



4.3. Each Borrower and each other Credit Party hereby certifies that all of the
representations and warranties contained in the Credit Agreement and each other Loan Document are
true and correct in all material respects on and as of the date hereof as if made on the date
hereof and that no Default or Event of Default exists under the Credit Agreement or any other Loan
Document or will exist after or be triggered by the execution and delivery of this Amendment. In
addition, each Borrower and each other Credit Party hereby represents and warrants that the Credit
Agreement, as amended by this Amendment, and each of the other Loan Documents is and remains in
full force and effect.



5. Conditions to Effectiveness. The effectiveness of the provisions set forth in
Section 2 and Section 3 hereof is expressly conditioned upon the satisfaction of
the following conditions precedent in a manner acceptable to Agent:



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



5.2. Notes. The Lender’s receipt of a new Revolving Note in form and substance
satisfactory to Agent dated the date of this Amendment and reflecting such Lender’s Revolving Loan
Commitment after giving effect to and pursuant to the terms of this Amendment.



5.3. Board Resolutions; Secretary’s Certificates. Agent’s receipt, with respect to
each Credit Party, of: (i) resolutions of such Credit Party’s board of directors or other
appropriate governing body approving and authorizing the execution, delivery and performance of
this Amendment by such Credit Party, and otherwise in form and substance satisfactory to Agent; and
(ii) a certificate, in form and substance satisfactory to Agent, of the secretary or other officer
of such Credit Party in charge of maintaining books and records of such Credit Party certifying as
to the resolutions referred to in the preceding clause (i).



5.4. No Default. Both before and after giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing or would result from the effectiveness of
this Amendment.



5.5. Other Documents. Agent’s receipt of such other agreements, instruments and
documents as Agent may reasonably request.



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



6.1. Except for the specific provisions set forth in Section 2 and Section 3
above, 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 each Borrower and each of the other Credit
Parties.



6.2. 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 an
amendment or modification of any term or condition of the Credit Agreement or any other Loan
Document, except as expressly provided in Section 2 and Section 3 above, 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.



7. 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 or “pdf” transmission shall
be as effective as delivery of an originally executed counterpart.



8. 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.



9. Costs and Expenses. As provided in the Credit Agreement, Borrowers shall pay on demand
all expenses, costs and other fees (including attorneys’ fees of counsel for Agent) incurred by
Agent in connection with the documentation and negotiation of this Amendment and the transactions
contemplated hereunder.



10. 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.



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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.




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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GENERAL ELECTRIC CAPITAL CORPORATION,


as Agent and Lender



	 	 	 
	By:

	 	/ s / William J. Kane
	 

	 	 
	Name:

	 	William J. Kane
	
 
	 	 







Its Duly Authorized Signatory




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