0001299933-06-008367 Sample Contracts

CONSENT
Consent • December 28th, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York

This Consent, dated as of December 22, 2006 (this “Consent”), is entered into by and among Golfsmith International, L.P., Golfsmith NU, L.L.C., Golfsmith USA, L.L.C. and Don Sherwood Golf Shop, 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.

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