Amendment No. 1 To Credit Agreement - GOLFSMITH INTERNATIONAL HOLDINGS INC - 4-2-2004 by GOLF-Agreements

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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.

(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.] -2IN 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. -3By ___________________________________ 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 -4GOLFSMITH 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 -5EXHIBIT 10.7 EXECUTION COPY AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2, dated as of September 5, 2003 (this "AMENDMENT"), to the Credit Agreement, dated as of October 15, 2002 and amended as of January 10, 2003 by Amendment No. 1 thereto (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 as set forth below; and (2) The Requisite 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 Requisite Lenders hereby agree as follows: (1) Subject to the satisfaction of the conditions set forth in Section 2 hereof, effective as of December 31, 2002, the Original Credit Agreement is amended as follows: (a) Section 4.3 of the Original Credit Agreement is amended by (i) substituting for the dollar figures "$3,966,000", "$8,646,000" and "$13,326,000" appearing in the chart in such Section, the dollar figures "$15,864,000", "$17,292,000" and "$17,763,000", respectively and (ii) by deleting the proviso appearing below the chart in such Section. (b) Section 4.5 of the Original Credit Agreement is amended by deleting the proviso appearing below the chart in such Section. (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. (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.] -2IN WITNESS WHEREOF, this Amendment No. 2 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 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 -3GOLFSMITH GP HOLDINGS, INC. 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 -4GOLFSMITH 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 -5EXHIBIT 10.8 EXECUTION COPY AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3, dated as of February 10, 2004 (this "AMENDMENT"), to the Credit Agreement, dated as of October 15, 2002 and amended as of January 10, 2003 by Amendment No. 1 thereto and as of September 5, 2003 by Amendment No. 2 thereto (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 and waive certain provisions of the Original Credit Agreement as set forth below; and (2) the Requisite Lenders are willing to agree to so amend the Original Credit Agreement and waive certain provisions of the Original Credit Agreement as set forth below 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 Requisite Lenders hereby agree as follows: (1) Subject to the satisfaction of the conditions set forth in Section 3 hereof, effective as of the Effective Date (as defined below), the Original Credit Agreement is amended as follows: (a) Section 1.1(d)(iii) of the Original Credit Agreement is amended by adding the following immediately after the phrase "of the beneficiary" appearing in the first sentence of such Section: ", the name of the Borrower on whose behalf such Letter of Credit is to be issued". (b) Annex A of the Original Credit Agreement is amended by amending the definition of "Commitments" appearing therein by replacing the text "Ten Million Dollars ($10,000,000)" with the text "Twelve Million Five Hundred Thousand Dollars ($12,500,000)". (c) Annex A of the Original Credit Agreement is amended by amending the definition of "Revolving Loan Commitment" appearing therein by replacing the text "Ten Million Dollars ($10,000,000)" with the text "Twelve Million Five Hundred Thousand Dollars ($12,500,000)". (d) Annex B of the Original Credit Agreement is amended by replacing the number "10,000,000 appearing therein with the number "12,500,000". (e) Annex F of the Original Credit Agreement is amended by amending and restating the first sentence of paragraph (b) of such Annex F as follows:

"In the event that any request by a Borrower for a Revolving Credit Advance or a Letter of Credit (i) would cause the principal amount of the Revolving Loan to exceed $6,000,000 and (ii) states that such request is not made on behalf of LP (collectively, a "Triggering Request"), then notwithstanding anything to the contrary contained in this Agreement, such Borrower shall, within thirty (30) days following the date of such Triggering Request, comply with this paragraph (b)." (f) Exhibit 1.1(a)(ii) of the Original Credit Agreement is amended by adding the following new paragraph (v): "(v) The Requested Revolving Credit Advance is made on behalf of [Golfsmith International, L.P./Golfsmith NU, L.L.C./Golfsmith USA, L.L.C.] and is not made on behalf of any other Person." (2) Subject to the satisfaction of the conditions set forth in Section 3 hereof, the Lenders hereby waive any Default or Event of Default arising from the failure by Borrowers to comply with the first sentence of paragraph (b) of Annex F of the Original Credit Agreement. (3) The foregoing amendments and waivers contained in this Amendment shall become effective (the "EFFECTIVE DATE") upon the satisfaction in full of the following conditions: (a) Borrowers shall have paid to Agent in immediately available funds in the manner provided in the Original Credit Agreement (i) for the account of GE Capital a fee equal to $25,000, and (ii) all other costs and expenses of Agent payable under Section 1.3(g) of the Original Credit Agreement in connection with this Amendment No. 3;

(b) this Amendment shall have been executed and delivered by the Requisite Lenders and each of the Credit Parties; (c) each Borrower shall have executed and delivered to GE Capital a Note in the form of Exhibit 1.1(a)(i) to the Original Credit Agreement, dated as of the Closing Date, in the maximum principal amount of $12,500,000; and (d) there shall be continuing no Event of Default (after giving effect to the amendments and waiver contemplated hereby). (4) 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. -2(5) 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. (6) 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. (7) 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. (8) The waiver provided herein shall extend to and cover only the matters expressly described herein, and shall not act as or constitute a waiver of or consent to any other Default, Event of Default, transaction, act or omission, and said waiver shall not extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly waived hereby, or impair any right of Agent or Lenders consequent therefrom. (9) 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. (10) 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.] -3IN WITNESS WHEREOF, this Amendment No. 3 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 Amendment No. 3 to Golfsmith Credit Agreement

GOLFSMITH GP HOLDINGS, INC. 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 Amendment No. 3 to Golfsmith Credit Agreement

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: Title: Amendment No. 3 to Golfsmith Credit Agreement

EXHIBIT 10.9 EXECUTION VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT

AMENDMENT NO. 4 TO CREDIT AGREEMENT This Amendment No. 4 to Credit Agreement, dated as of March __, 2004 (this "Amendment"), is entered into by and 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 to the Credit Agreement (the "Credit Parties"), the lenders signatory thereto from time to time (the "Lenders"), and General Electric Capital Corporation, for itself as a Lender, as L/C Issuer and as Agent for the Lenders (in such capacity, the "Agent"). Terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. RECITALS A. The Borrowers, the other Credit Parties, the Agent and the Lenders are parties to that certain Credit Agreement, dated as of October 15, 2002, as amended by Amendment No. 1 thereto, dated as of January 10, 2003, Amendment No. 2 thereto, dated as of September 5, 2003, and Amendment No. 3 thereto, dated as of February 10, 2004 (as so amended and as it may hereafter be further amended, restated or otherwise modified, the "Credit Agreement"). B. The Borrowers, Credit Parties, Agent and Lenders are desirous of amending the Credit Agreement as and to the extent set forth herein and subject to the terms and conditions provided herein. C. 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. Amendments. 1.1 Section 4.3 of the Credit Agreement ("Minimum EBITDA") is hereby amended as follows: (a) By deleting the words "$19,140,000 for the Fiscal Quarter ending on or about March 31, 2004" and replacing them with "$14,550,000 for the Fiscal Quarter ending on or about March 31, 2004"; (b) By deleting the words "$19,560,000 for the Fiscal Quarter ending on or about June 30, 2004" and replacing them with "$17,220,000 for the Fiscal Quarter ending on or about June 30, 2004".

1.2 Section 4.5 of the Credit Agreement ("Minimum Interest Coverage Ratio") is hereby amended as follows: (a) By deleting the words "1.40 for the Fiscal Quarter ending on or about March 31, 2004" and replacing them with "1.00 for the Fiscal Quarter ending on or about March 31, 2004"; (b) By deleting the words "1.80 for the Fiscal Quarter ending on or about June 30, 2004" and replacing them with "1.20 for the Fiscal Quarter ending on or about June 30, 2004"; and (c) By deleting the words "1.80 for the Fiscal Quarter ending on or about September 30, 2004" and replacing them with "1.60 for the Fiscal Quarter ending on or about September 30, 2004". 1.3 Section 4.9 of the Credit Agreement is hereby amended by adding the following as a new subsection 4.9(o) at the end thereof: "Beginning the date on which the outstanding balance of the Revolving Loan exceeds $9,000,000, and on the Monday of every week thereafter for as long as the outstanding balance of the Revolving Loan exceeds $9,000,000, Borrowers will deliver consolidated and consolidating projections of the cash flows (both cash inflows and outflows) of the Credit Parties for the immediately succeeding thirteen (13) week period, together with such supporting schedules and information as Agent shall request."

1.4 Schedule 1 to Exhibit 4.9(d) of the Credit Agreement ("Borrowing Base Certificate") is hereby amended by inserting the following line items at the end thereof, each of which shall be completed each time that the Borrowers deliver a Borrowing Base Certificate:
"Borrowing Base Availability (consolidated) Borrowing Base "Golfsmith International, L.P." Revolver Commitment Less: $500,000 Availability Reserve Net Availability of Commitment Lesser of Borrowing Base "Golfsmith International, L.P." and Net Availability of Commitment $__________ $__________ $12,500,000 500,000 $12,000,000

$__________

2
Outstanding Balance of Revolving Loan Net Availability $__________ $ __________"

1.5 Schedule 1 to Exhibit 4.9(k) of the Credit Agreement ("Compliance Certificate") is hereby amended by deleting the words "(cash only)" from the definition of Interest Expense in Section 4.5 thereof and replacing them with "(GAAP)". 2. Conditions to Effectiveness. The effectiveness of this Amendment is expressly conditioned upon the satisfaction of each of the following conditions precedent in a manner acceptable to Agent: 2.1 Agent's receipt of counterparts of this Amendment, duly executed by each Borrower, each other Credit Party, Agent and Requisite Lenders. 2.2 No Default or Event of Default shall have occurred and be continuing or would result from the effectiveness of this Amendment or the consummation of any of the transactions contemplated hereby. 3. Reference to and Effect Upon the Credit Agreement and other Loan Documents. 3.1 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 Borrower and each of the other Credit Parties. Without limiting the foregoing, the Liens granted pursuant to the Collateral Documents shall continue in full force and effect and the guaranties of each of the Guarantors shall continue in full force and effect. 3.2 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 to any amendment or modification of any term or condition (except for the specific amendments provided in Section 1 above), of the Credit Agreement or any other Loan Document 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. 3.3 Each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or any other word or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference in any other Loan Document to the Credit Agreement or any word or words of similar import shall be and mean a reference to the Credit Agreement as amended hereby. 4. 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 3

one and the same instrument. A counterpart signature page delivered by fax transmission shall be as effective as delivery of an originally executed counterpart. 5. 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. 6. 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. [SIGNATURE PAGES FOLLOW] 4 IN WITNESS WHEREOF, this Amendment No. 4 to 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: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ GOLFSMITH NU, L.L.C. By Golfsmith Holdings, L.P., as Sole Member By Golfsmith GP Holdings, Inc., as General Partner By: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ GOLFSMITH USA, L.L.C. By Golfsmith Holdings, L.P., as Sole Member By Golfsmith GP Holdings, Inc., as General Partner By: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ GOLFSMITH INTERNATIONAL, INC. By: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ AMENDMENT NO. 4 TO GOLFSMITH CREDIT AGREEMENT

GOLFSMITH INTERNATIONAL HOLDINGS, INC. By: _________________________________________________ Name:

_______________________________________________ Title: ______________________________________________ GOLFSMITH GP HOLDINGS, INC. By: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ GOLFSMITH HOLDINGS, L.P. By Golfsmith GP Holdings, Inc., as General Partner By: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ GOLFSMITH GP, L.L.C. By Golfsmith Holdings, L.P., as Sole Member By Golfsmith GP Holdings, Inc., as General Partner By: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ GOLFSMITH DELAWARE, L.L.C. By Golfsmith Holdings, L.P., as Sole Member By Golfsmith GP Holdings, Inc., as General Partner By: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ AMENDMENT NO. 4 TO GOLFSMITH CREDIT AGREEMENT

GOLFSMITH CANADA, L.L.C. By Golfsmith Holdings, L.P., as Sole Member By Golfsmith GP Holdings, Inc., as General Partner By: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ GOLFSMITH EUROPE, L.L.C. By Golfsmith Holdings, L.P., as Sole Member By Golfsmith GP Holdings, Inc., as General Partner By: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ GOLFSMITH LICENSING, L.L.C.

By Golfsmith Holdings, L.P., as Sole Member By Golfsmith GP Holdings, Inc., as General Partner By: _________________________________________________ Name: _______________________________________________ Title: ______________________________________________ GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, an L/C Issuer and Lender By: _________________________________________________ Name: _______________________________________________ Its Duly Authorized Signatory AMENDMENT NO. 4 TO GOLFSMITH CREDIT AGREEMENT

EXHIBIT 10.10 EXECUTION VERSION 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 CREDIT AGREEMENT, dated as of October 15, 2002 (as amended as of January 10, 2003 and as such agreement may be amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, the "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), and GE Capital for itself as a Lender, as L/C Issuer and as Agent for the Lenders (the "Agent"). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Credit Agreement. Reference is hereby made to: (a) the Credit Agreement; (b) that certain Guaranty 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 "Guaranty"), by and among Golfsmith International, Inc., Golfsmith International Holdings, Inc., Golfsmith GP Holdings, Inc., Golfsmith Holdings, L.P., Golfsmith GP, L.L.C., Golfsmith Delaware, L.L.C., Golfsmith Canada, L.L.C., Golfsmith Europe, L.L.C., and Golfsmith Licensing, L.L.C., (each referred to therein individually as a "Guarantor" and collectively as "Guarantors"), and Agent, for itself and the Lenders; (c) that certain Security 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 "Security Agreement"), by and among Golfsmith International, Inc., Golfsmith International Holdings, Inc., Golfsmith GP Holdings, Inc., Golfsmith Holdings, L.P., Golfsmith International, L.P., Golfsmith GP, L.L.C., Golfsmith Delaware, L.L.C., Golfsmith Canada, L.L.C., Golfsmith Europe, L.L.C., Golfsmith USA, L.L.C., Golfsmith NU, L.L.C. and Golfsmith Licensing, L.L.C., (each referred to therein individually as a "Grantor" and collectively as "Grantors"), and Agent, for itself and the Lenders; and (d) that certain Intercompany Subordination Agreement dated as of October 15, 2002 (as the same may be amended, supplemented or otherwise modified, renewed or replaced from time to time, the "Subordination Agreement"), by and among Golfsmith International, Inc., Golfsmith International Holdings, Inc., Golfsmith GP Holdings, Inc., Golfsmith Holdings, L.P., Golfsmith International, L.P., Golfsmith GP, L.L.C., Golfsmith

Delaware, L.L.C., Golfsmith Canada, L.L.C., Golfsmith Europe, L.L.C., Golfsmith USA, L.L.C., Golfsmith NU, L.L.C., and Golfsmith Licensing, L.L.C., and Agent, for itself and the Lenders. 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 (i) a Credit Party under the Credit Agreement and all the other Loan Documents applicable to it as a Credit Party, (ii) a Guarantor under the Guaranty and all the other Loan Documents applicable to it as a Guarantor, (iii) a Grantor under the Security Agreement and all the other Loan Documents applicable to it as a Grantor, and (iv) as applicable, a Debtor and/or a Subordinated Debt Holder (such terms being used herein as defined in the Subordination Agreement) under the Subordination Agreement. By virtue of the foregoing, the New Subsidiary hereby accepts and assumes any liability of (w) a Credit Party related to each representation, warranty, covenant or obligation made by a Credit Party in the Credit Agreement or any other Loan Document and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, (x) a Guarantor related to each representation, warranty, covenant or obligation made by a Guarantor in the Guaranty or any other Loan Document and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, (y) a Grantor related to each representation, warranty, covenant or obligation made by a Grantor in the Security Agreement, and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, and (z) a Debtor related to each covenant or obligation made by a Debtor in the Subordination Agreement and hereby expressly affirms, as of the date hereof, each of such covenants and obligations. (b) All references to the term "Credit Party" in the Credit Agreement, all references to the term "Guarantor" in the Guaranty, all references to the term "Grantor" in the Security Agreement and as applicable, all references to the terms "Debtor" and/or "Subordinated Debt Holder" in the Subordination Agreement or any other reference to such terms in any other Loan Document, 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. 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 perform its obligations hereunder and under the Credit Agreement, the Guaranty, the Security Agreement, the Subordination Agreement and any other Loan Document to which it is a party. The execution, delivery and performance of this Assumption Agreement by the New Subsidiary and the performance of its obligations under the Credit Agreement, the Guaranty, the Security Agreement, the Subordination Agreement and any other Loan Document to which it is a party (collectively the "Assumed Loan Documents") have been duly authorized by all necessary corporate action of the New Subsidiary and no other corporate action or proceedings on the part of the New Subsidiary are necessary to authorize the execution, delivery or performance of this Assumption Agreement, the transactions contemplated hereby or the performance of its obligations under the Credit

2 Agreement, the Guaranty, the Security Agreement, the Subordination Agreement or any Assumed Loan Document. This Assumption Agreement has been duly executed and delivered by the New Subsidiary. This Assumption Agreement, the Credit Agreement and each Assumed Loan Document, each constitutes the legal, valid and binding obligation of the New Subsidiary enforceable against it in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity, whether such enforceability is considered in a proceeding at law or in equity. (b) The representations and warranties applicable to the New Subsidiary set forth in each Assumed Loan Document, are true and correct on and as of the date hereof (except to the extent that such representations and warranties expressly relate to an earlier date) with the same effect as if made on and as of the date hereof. (c) The authorized capitalization of the New Subsidiary, the number of shares of its capital stock outstanding on the date hereof, and the ownership of such stock are set forth on Schedule 1 hereto. 3. Further Assurances. At any time and from time to time, upon the Agent's request and at the sole expense of the New Subsidiary, the New Subsidiary will promptly and duly execute and deliver any and all further instruments and documents and take such further action as the Agent reasonably deems necessary to effect the purposes of this Assumption Agreement. 4. Binding Effect. This Assumption Agreement shall be binding upon the New Subsidiary and shall inure to the benefit of the Lenders and their respective successors and assigns. 5. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. 6. Miscellaneous. Delivery of an executed signature page to this Assumption Agreement by facsimile shall be effective as delivery of a manually executed copy of this Assumption Agreement. This Assumption Agreement and all other instruments, agreements or documents provided for herein or delivered or to be delivered hereunder or in connection herewith may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same agreement, instrument or document. This Assumption Agreement shall constitute a Loan Document pursuant to the Credit Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered by its duly authorized officer as of the date first above written. [DON SHERWOOD GOLF SHOP]
By: /s/ Noel E Wilens --------------------------Name: NOEL E WILENS Title: PRESIDENT

ACKNOWLEDGED AND AGREED TO: GENERAL ELECTRIC CAPITAL CORPORATION, as Agent
By: /s/ Laurent Paris

---------------------------------Name: Laurent Paris, SVP Title: Duly Authorized Signatory

4 SCHEDULE 1 To Assumption Agreement Authorized Capitalization 200,000 shares of common stock authorized - par value $1.00 1,158 shares of common stock issued to Golfsmith International, Inc.

Exhibit 14.1 GOLFSMITH INTERNATIONAL HOLDINGS, INC. (THE "COMPANY" OR "GOLFSMITH") CODE OF ETHICS FOR SENIOR FINANCIAL MANAGEMENT I. GENERAL It is the policy of Golfsmith International Holdings, Inc. (the "Company") to comply strictly with all laws governing its operations and to conduct its affairs in keeping with the highest moral, legal and ethical standards. This policy is described in the Company's Code of Business and Ethics Conduct (the "Code of Conduct") which is applicable in part to only senior financial and executive officers and in part to all employees of the Company. Senior executive and financial officers hold an important and elevated role in complying with the Code of Conduct in their own activities, in ensuring compliance with the Code of Conduct by other employees, and in their commitment to (i) honest and ethical conduct, (ii) full, fair, accurate, timely and understandable disclosure in the Company's public communications, and (iii) compliance with applicable governmental rules and regulations. Accordingly, the Company has adopted this Code of Ethics for its Chief Executive Officer, Chief Financial Officer, Controller and all Vice-Presidents (the "Senior Executive and Financial Officers"). The principles and standards set forth in this Code of Ethics for the Senior Executive and Financial Officers shall supplement the Company's Code of Conduct, and the Senior Executive and Financial Officers must comply with both this Code of Ethics and that Code of Conduct. This Code of Ethics shall be approved annually by the Board of Directors and filed with the Securities and Exchange Commission (the "SEC") as an exhibit to the Company's Annual Report on Form 10-K. II. HONEST AND ETHICAL CONDUCT Senior Executive and Financial Officers will exhibit and promote the highest standards of honest and ethical conduct, including through adherence to the following policies and procedures: - Avoid conflicts of interest. Section II.P. of the Company's Code of Conduct requires that all employees avoid any activity or association that creates or appears to create a conflict between the employee's personal interests and the Company's business interests. The Code of Conduct includes definitions of conflict of interest situations, and imposes requirements for the avoidance of conflicts of interest by all Company employees. The Code of Conduct also requires each Vice President to establish and interpret specific policies and procedures regarding conflicts of interest in order to ensure that each function reporting to such Vice President complies with the conflict of interest policy. In addition to their compliance with all applicable provisions of the Code of Conduct, the Senior Executive and Financial Officers shall (a) engage in only honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; and (b) avoid conflicts of interest, including making disclosure to the Company's Board of Directors of any material transaction or relationship that reasonably could be expected to give rise to such a conflict. - Inform the General Counsel of (a) deviations in practice from policies and procedures governing honest and ethical behavior or (b) any material transaction or relationship that could reasonably be expected to create a

conflict of interest. - Demonstrate personal support for the policies and procedures set forth in this Code of Ethics through periodic communications reinforcing these principles and standards throughout the Company. - Respect the confidentiality of information acquired in performance of one's responsibilities and avoid use of confidential information for personal advantage. III. FINANCIAL RECORDS AND PERIODIC REPORTS As a reporting company, the Company is committed to full, fair, accurate, timely and understandable disclosure in reports and documents that it files with, or submits to, the SEC and in other public communications made by the Company. In support of this commitment, the Company has, among other measures, (a) designed and implemented disclosure controls and procedures (within the meaning of applicable SEC rules) and (b) set forth requirements in the Code of Conduct relating to the maintenance of accurate and complete records, the prohibition of false, misleading or artificial entries on its books and records, and the full and complete documentation and recording of transactions in the Company's accounting records. In addition to performing their duties and responsibilities under these requirements, each of the Senior Executive and Financial Officers, as well as the General Counsel, will establish and manage the Company's reporting systems and procedures with due care and diligence to ensure that:

- Reports filed with or submitted to the SEC and other public communications contain information that is full, fair, accurate, timely and understandable and do not misrepresent or omit material facts. - Business transactions are properly authorized and completely and accurately recorded on the Company's books and records in accordance with generally accepted accounting principles and the Company's established financial policies. - Retention or disposal of Company records is in accordance with established Company policies and applicable legal and regulatory requirements. IV. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS As set forth in the Code of Conduct, it is the policy of the Company to comply strictly with all laws governing its operations and to conduct its affairs in keeping with the highest moral, legal and ethical standards. Accordingly, the Senior Executive and Financial Officers will comply with all applicable governmental laws, rules and regulations, and will establish and maintain mechanisms to: - Educate employees about all federal, state and local statutes, rules, regulations and administrative procedures that affect the operations of the Company. - Monitor compliance of the Company's finance organization and other key employees with all applicable federal, state and local statutes, rules, regulations and administrative procedures. - Identify, report and correct in a swift and certain manner any detected deviations from applicable federal, state and local statutes, rules, regulations and administrative procedures. V. COMPLIANCE WITH CODE OF ETHICS Each of the Senior Executive and Financial Officers shall acknowledge and certify their ongoing compliance with this Code of Ethics annually and file a copy of such certification with the Board of Directors. This Code of Ethics will be published with the Code of Conduct and distributed to all employees, and any employee should promptly report any violation of this Code of Ethics to the General Counsel. Under the Code of Conduct, any infraction of the Code of Conduct will subject an employee to disciplinary action that may include reprimand, demotion or dismissal, depending on the seriousness of the offense. The Board of Directors shall take appropriate action with respect to the failure of any of the Senior Executive and Financial Officers to comply with this Code of Ethics, which may include any of these sanctions.

  

Exhibit 21.1  Subsidiaries of Golfsmith International Holdings, Inc.            
Name    State or Other Jurisdiction of    Incorporation or Organization       Name Under Which Does Business

  
  

Golfsmith International, Inc. Golfsmith GP Holdings, Inc. Golfsmith GP, L.L.C. Golfsmith Delaware, L.L.C. Golfsmith Canada, L.L.C. Golfsmith Europe, L.L.C. Golfsmith USA, L.L.C. Golfsmith NU, L.L.C. Golfsmith Licensing, L.L.C. Golfsmith International, L.P. Don Sherwood Golf Shop

                                

Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware California   

N/A    N/A    N/A    N/A    N/A    N/A    N/A    N/A    N/A    N/A       Don Sherwood Golf and Tennis World

  

Exhibit 31.1  CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James D. Thompson, certify that: 1. I have reviewed this report on Form 10-K of Golfsmith International Holdings, Inc. (the “registrant”);    2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;    3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;    4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:    a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the

     

     

  

Exhibit 21.1  Subsidiaries of Golfsmith International Holdings, Inc.            
Name    State or Other Jurisdiction of    Incorporation or Organization       Name Under Which Does Business

  
  

Golfsmith International, Inc. Golfsmith GP Holdings, Inc. Golfsmith GP, L.L.C. Golfsmith Delaware, L.L.C. Golfsmith Canada, L.L.C. Golfsmith Europe, L.L.C. Golfsmith USA, L.L.C. Golfsmith NU, L.L.C. Golfsmith Licensing, L.L.C. Golfsmith International, L.P. Don Sherwood Golf Shop

                                

Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware California   

N/A    N/A    N/A    N/A    N/A    N/A    N/A    N/A    N/A    N/A       Don Sherwood Golf and Tennis World

  

Exhibit 31.1  CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James D. Thompson, certify that: 1. I have reviewed this report on Form 10-K of Golfsmith International Holdings, Inc. (the “registrant”);    2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;    3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;    4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:    a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of

     

     

  

Exhibit 31.1  CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James D. Thompson, certify that: 1. I have reviewed this report on Form 10-K of Golfsmith International Holdings, Inc. (the “registrant”);    2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;    3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;    4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:    a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):    a. All significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     

     

     

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.          /s/ James D. Thompson Date: April 2, 2004    
       

        
  

By: James D. Thompson Chief Executive Officer

Exhibit 31.2  CERTIFICATION PURSUANT TO

  

Exhibit 31.2  CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Virginia Bunte, certify that: 1. I have reviewed this report on Form 10-K of Golfsmith International Holdings, Inc. (the “registrant”);    2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;    3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;    4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:    a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):    a. All significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     

     

     

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.          /s/ Virginia Bunte Date: April 2, 2004    
       

        
  

By: Virginia Bunte Chief Financial Officer

Exhibit 32.1  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

  

Exhibit 32.1  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002           In connection with the Annual Report of Golfsmith International Holdings, Inc. (the “Company”) on Form 10-K for the fiscal year ended January 3, 2004 as filed with the Securities and Exchange Commission on the date  hereof (the “Report”), I, James D. Thompson, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange  Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition  and results of operations of the Company.             By:   /s/ James D. Thompson   
               

     

           
  

      Name: James D. Thompson       Title: Chief Executive Officer       Date: April 2, 2004 

Exhibit 32.2  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002       In connection with the Annual Report of Golfsmith International Holdings, Inc. (the “Company”) on Form 10K for the fiscal year ended January 3, 2004 as filed with the Securities and Exchange Commission on the date  hereof (the “Report”), I, Virginia Bunte, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange  Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition  and results of operations of the Company.             By:   /s/ Virginia Bunte   
               

     

           

      Name: Virginia Bunte       Title: Chief Financial Officer       Date: April 2, 2004 

  

Exhibit 32.2  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002       In connection with the Annual Report of Golfsmith International Holdings, Inc. (the “Company”) on Form 10K for the fiscal year ended January 3, 2004 as filed with the Securities and Exchange Commission on the date  hereof (the “Report”), I, Virginia Bunte, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange  Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition  and results of operations of the Company.             By:   /s/ Virginia Bunte   
               

     

           

      Name: Virginia Bunte       Title: Chief Financial Officer       Date: April 2, 2004 


								
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