GOLFSMITH INTERNATIONAL HOLDINGS INC
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>20
<FILENAME>d13829exv10w8.txt
<DESCRIPTION>AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 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:

<PAGE>

                  "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-
<PAGE>

(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.]

                                      -3-
<PAGE>

IN 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

<PAGE>

                          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

<PAGE>

                          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

</TEXT>
</DOCUMENT>
