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                                                                   EXHIBIT 10.13


                                SIXTH AMENDMENT
                             TO FINANCING AGREEMENT

        This SIXTH AMENDMENT TO FINANCING AGREEMENT (this "AMENDMENT"), dated as
of February 27, 2002, is entered into by and between BIG 5 CORP., a Delaware
corporation ("BORROWER"), each of the lenders that is a signatory to this
Amendment (collectively, the "LENDERS"), and THE CIT GROUP/BUSINESS CREDIT,
INC., a New York corporation, as agent for the Lenders (in such capacity, the
"AGENT").

                                    RECITALS

        A. Borrower, Agent and Lenders previously entered into that certain
Financing Agreement dated as of March 8, 1996, as amended (the "FINANCING
AGREEMENT"), pursuant to which Lenders provide loans and other financial
accommodations to Borrower from time to time.

        B. Borrower has requested that Agent and Lenders amend the Financing
Agreement to extend the current term of the Financing Agreement.

        C. Agent and Lenders are willing to agree to such amendment on the terms
and subject to the conditions set forth below.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements set forth below and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:

        1. Definitions. Capitalized terms used herein and not otherwise defined
herein, shall have the respective meanings set forth in the Financing Agreement.

        2. Amendment. The definition of Anniversary Date in the Financing
Agreement is hereby amended and restated in its entirety to read as follows:

               "ANNIVERSARY DATE" shall mean the date occurring one (1) year
        from the date of December 31, 1997 and the same date in every year
        thereafter; provided, however, that if the Company gives notice, in
        accordance with Section 10 of this Financing Agreement, to terminate on
        an Anniversary Date and such date is not a Business Day, then the
        Anniversary Date shall be the next succeeding Business Day.

        3. Conditions to Effectiveness. The foregoing amendments shall become
effective only upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of all such conditions being referred to as
the "AMENDMENT EFFECTIVE DATE"):

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                (a) Agent shall have received this Amendment, duly executed and
delivered by the parties hereto.

                (b) Each of the representations and warranties set forth in this
Amendment shall be true and correct as of the Amendment Effective Date.

                (c) Agent shall have received for the pro rata benefit of the
Lenders an amendment fee of $10,000.00 payable by Borrower and fully earned by
the Lenders as of the date hereof.

        4. Representations and Warranties. In order to induce Agent and Lenders
to enter into this Amendment and to amend the Financing Agreement in the manner
provided in this Amendment, Borrower represents and warrants to Agent and
Lenders as of the Amendment Effective Date as follows:

                (a) Power and Authority. Borrower has all requisite corporate
power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Financing
Agreement as amended by this Amendment.

                (b) Authorization of Agreements. The execution and delivery of
this Amendment by Borrower and the performance by Borrower of the Financing
Agreement, as amended hereby, have been duly authorized by all necessary action,
and this Amendment has been duly executed and delivered by Borrower.

                (c) Representations and Warranties in the Financing Agreement.
Borrower confirms that as of the Amendment Effective Date, the representations
and warranties contained in Section 6 of the Financing Agreement are (before and
after giving effect to this Amendment) true and correct in all material respects
(except to the extent any such representation and warranty is expressly stated
to have been made as of a specific date, in which case it shall be true and
correct as of such specific date) and that no Event of Default has occurred and
is continuing.

        5. Miscellaneous.

                (a) Reference to and Effect on the Existing Financing Agreement.

                        (i) Except as specifically amended by this Amendment and
the documents executed and delivered in connection herewith, the Financing
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.

                        (ii) The execution and delivery of this Amendment and
performance of the Financing Agreement shall not, except as expressly provided
herein, constitute a


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waiver of any provision of, or operate as a waiver of any right, power or remedy
of Agent and any Lender under, the Financing Agreement or any agreement or
document executed in connection therewith.

                        (iii) Upon the conditions precedent set forth herein
being satisfied, this Amendment shall be construed as one with the existing
Financing Agreement, and the existing Financing Agreement shall, where the
context requires, be read and construed throughout so as to incorporate this
Amendment.

                (b) Fees and Expenses. The Borrower acknowledges that all costs,
fees and expenses incurred in connection with this Amendment will be paid in
accordance with Section 7 of the Financing Agreement.

                (c) Headings. Section and subsection headings in this Amendment
are included for convenience of reference only and shall not constitute a part
of this Amendment for any other purpose or be given any substantive effect.

                (d) Counterparts and Facsimile. This Amendment may be executed
in one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.

                (e) Governing Law. This Amendment shall he governed by according
to the laws of the State of California.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the date first above written.

BIG 5 CORP.

By: /s/ Charles P. Kirk
   --------------------------------
     Charles P. Kirk
     Senior Vice President and CFO

THE CIT GROUP/BUSINESS CREDIT, INC. (AS AGENT AND LENDER)



By: /s/  Michael Gardner
   --------------------------------
     Michael Gardner
     Vice President





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FLEET CAPITAL CORPORATION (AS LENDER)

By: /s/  Matthew R. Van Steenhuyse
   --------------------------------
     Matthew R. Van Steenhuyse
     Senior Vice President

PNC BANK, NATIONAL ASSOCIATION (AS LENDER)

By: /s/  Mark Tito
   --------------------------------
     Mark Tito
     Vice President

BANKAMERICA BUSINESS CREDIT, INC. (AS LENDER)

By: /s/  Steve J. Sharp
   --------------------------------
     Steve J. Sharp
     Vice President

TRANSAMERICA BUSINESS CREDIT (AS LENDER)

By: /s/  James Lemperis
   --------------------------------
     James Lemperis
     Vice President




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