SWING LINE NOTE

Exhibit 99.3

SWING LINE NOTE

		New York, New York
$10,000,000		June 20, 2006

     FOR VALUE RECEIVED, each of the undersigned (each individually a “Borrower” and collectively, the “Borrowers”), HEREBY JOINTLY AND SEVERALLY PROMISES TO PAY to the order of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Swing Line Lender”) at the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent (in such capacity, the “Agent”) at the Agent’s address at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or at such other place as Agent may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of TEN MILLION DOLLARS AND NO CENTS ($10,000,000) or, if less, the aggregate unpaid amount of all Swing Line Advances made to the undersigned under the “Credit Agreement” (as hereinafter defined). All capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement or in Annex A thereto.

     This Swing Line Note is issued pursuant to that certain Amended and Restated Credit Agreement dated as of June 20, 2006 by and among the Borrowers, the other Persons named therein as Credit Parties, Agent, Swing Line Lender and the other Persons signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules thereto and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), and is entitled to the benefit and security of the Credit Agreement, the Security Agreement and all of the other Loan Documents. Reference is hereby made to the Credit Agreement for a statement of all of the terms and conditions under which the Loans evidenced hereby are made and are to be repaid. The date and amount of each Swing Line Advance made by Swing Line Lender to the Borrowers, the rate of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by Agent on its books; provided that the failure of Agent to make any such recordation shall not affect the obligations of the Borrowers to make a payment when due of any amount owing under the Credit Agreement or this Swing Line Note in respect of the Swing Line Advances made by Swing Line Lender to the Borrowers.

     The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Credit Agreement, the terms of which are hereby incorporated herein by reference. Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times, and pursuant to such calculations, as are specified in the Credit Agreement. The terms of the Credit Agreement are hereby incorporated herein by reference.

     If any payment on this Swing Line Note becomes due and payable on a day other than a Business Day, the payment thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

     Upon and after the occurrence of any Event of Default, this Swing Line Note may, as provided in the Credit Agreement, and without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other legal requirement of any kind (all of which are hereby expressly waived by the Borrowers), be declared, and immediately shall become, due and payable.

     Time is of the essence of this Swing Line Note.

     Except as provided in the Credit Agreement, this Swing Line Note may not be assigned by Lender to any Person.

     THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

		GOLFSMITH INTERNATIONAL, L.P.
		By: Golfsmith GP L.L.C., as General Partner
		By:		s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Treasurer
		GOLFSMITH NU, L.L.C.
		By:		s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Treasurer
		GOLFSMITH USA, L.L.C.
		By:		s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Treasurer
		XXX XXXXXXXX GOLF SHOP
		By:		s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Treasurer