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                                                                     EXHIBIT 4.2

                   EIGHTH AMENDMENT AND CONSENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT

                  EIGHTH AMENDMENT AND CONSENT, dated as of September 12, 2002,
to the Amended and Restated Credit Agreement referred to below (this
"Amendment") among DICK'S SPORTING GOODS, INC., a Delaware corporation
("Borrower"), the lenders party hereto ("Lenders"), and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as agent for the Lenders (in such capacity,
"Agent").

                               W I T N E S S E T H

                  WHEREAS, Borrower, Lenders and Agent are parties to that
certain Amended and Restated Credit Agreement, dated as of July 26, 2000 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"); and

                  WHEREAS, Borrower and Lenders have agreed to amend the Credit
Agreement in the manner, and on the terms and conditions, provided for herein;

                  NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

                  1.       Definitions. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Credit Agreement.

                  2.       Amendment to Section 3.9 of the Credit Agreement.
Section 3.9 of the Credit Agreement is hereby amended and restated as of the
Amendment Effective Date (as hereinafter defined) to read as follows:

                  "3.9     Ventures, Subsidiaries and Affiliates; Outstanding
Stock and Indebtedness. Except for ASL, Borrower has no Subsidiaries. ASL
engages in no business, operations or other activities and owns no property or
assets and has no liabilities other than to the extent contemplated and
permitted by Section 6.5. Borrower is not engaged in any joint venture or
partnership with, or, except as set forth in Schedule 3.9 an Affiliate of,
another Person. Except as set forth in Schedule 3.9, there are no outstanding
rights to purchase options, warrants or similar rights or agreements pursuant to
which any Loan Party may be required to issue, sell or purchase any Stock or
other equity security. Schedule 3.9 lists all outstanding Stock of each Loan
Party and the percentage of ownership and voting interests of the owners thereof
holding at least 5% of the Stock of each Loan Party as of the Schedule 3.9
Delivery Date. Schedule 6.3 lists all Indebtedness of each Loan Party as of the
Closing Date."

                  3.       Amendment to Section 6.4 of the Credit Agreement.
Section 6.4 of the Credit Agreement is hereby amended as of the Amendment
Effective Date by:

         (a)      deleting the word "and" where it appears immediately prior to
                  clause (e) of such Section 6.4; and

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         (b)      adding immediately prior to the last sentence of such Section
                  6.4 a new clause (f) to read as follows:

                           "and (f) Borrower may enter into or become a party to
                           the IPO Transactions."

                  4.       Amendment to Section 6.5(b) of the Credit Agreement.
Section 6.5(b) of the Credit Agreement is hereby amended as of the Amendment
Effective Date by:

         (a)               deleting the word "and" where it appears immediately
                  prior to clause (vii) of such Section 6.5(b); and

         (b)               inserting the following new clause (viii) in such
                  Section 6.5(b) to read as follows:

                           "and" (viii) enter into the transactions contemplated
                           by the IPO Transactions; and"

                  5.       Amendment to Section 6.5(c) of the Credit Agreement.
Section 6.5(c) of the Credit Agreement is hereby amended and restated as of the
Amendment Effective Date to read as follows:

                           "(c) amend its articles or certificate of
                           incorporation, charter, by-laws or other
                           organizational documents (other than as contemplated
                           by the IPO Transactions); or"

                  6.       Amendment to Section 6.11 of the Credit Agreement.
Section 6.11 of the Credit Agreement is hereby amended as of the Amendment
Effective Date by:

         (a)               deleting the word "and" where it appears immediately
                  prior to clause (i) of such Section 6.11; and

         (b)               inserting the following new clause (j) in such
                  Section 6.11 to read as follows:

                           "and (j) as may be permitted under the IPO
                           Transactions."

                  7.       Amendment to Annex A. Annex A to the Credit Agreement
is hereby amended as of the Amendment Effective Date by:

         (a)      adding the following new definitions to read as follows:

                           "'2002 Stock Plan' shall mean that certain 2002 Stock
                           Plan of Borrower substantially in the form attached
                           to the Eighth Amendment as Exhibit D thereto.

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                           'Employee Stock Purchase Plan' shall mean that
                           certain Employee Stock Purchase Plan of Borrower
                           substantially in the form attached to the Eighth
                           Amendment as Exhibit E thereto.

                           'Eighth Amendment' shall mean the Eighth Amendment
                           and Consent to this Agreement, dated as of September
                           12, 2002.

                           'IPO' shall mean that certain proposed initial public
                           offering of Borrower's common Stock under the
                           Securities Act of 1933, as amended (which may include
                           shares sold by selling stockholders, including Edward
                           Stack and his relatives, as well as Borrower) as
                           completed substantially as described in the
                           Borrower's Form S-1 Registration Statement,
                           Registration Number 333-96587 as filed with the
                           Securities and Exchange Commission on July 17, 2002,
                           as amended from time to time.

                           'IPO Transactions' shall mean the issuance of common
                           Stock of the Borrower and sale of common Stock of
                           certain of its stockholders, in connection with the
                           IPO and the following transactions related to the
                           IPO, including Borrower (i) amending and restating
                           its Certificate of Incorporation in the form attached
                           to the Eighth Amendment as Exhibit A; (ii) creating a
                           new Class B common Stock with the rights set forth in
                           such Amended and Restated Certificate of
                           Incorporation, entering onto the Exchange Agreement
                           in the form attached to the Eighth Amendment as
                           Exhibit B, and issuing and selling shares of such
                           Class B common Stock in connection with the IPO on
                           the terms set forth in the Exchange Agreement; (iii)
                           increasing the number of authorized shares of common
                           Stock up to 100,000,000 shares in order to permit a
                           stock split immediately prior to the IPO and to
                           consummate a stock split in the form of a dividend
                           and in the manner approved by the Board of Directors
                           of the Borrower; (iv) amending and restating its
                           Bylaws in the form attached to the Eighth Amendment
                           as Exhibit C and creating three separate classes for
                           the board of directors as set forth in such Amended
                           and Restated Bylaws and Amended and Restated
                           Certificate of Incorporation; (v) adopting the 2002
                           Stock Plan; (vi) adopting the Employee Stock Purchase
                           Plan; (vii) entering into that certain Amendment #1
                           to Second Amended and Restated Registration Rights
                           Agreement in the form attached to the Eighth
                           Amendment as Exhibit F; (viii) terminating the Second
                           Amended and Restated Stockholder's Agreement, dated
                           as of June 9, 2000; (ix) entering into an Option
                           Agreement with Edward W. Stack in substantially the
                           form attached hereto as Exhibit G; and (x) entering
                           into any other agreement between or among the
                           Borrower and some or all of its stockholders and some
                           or all of the underwriters which is deemed necessary
                           or advisable to consummate the IPO, including

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                           underwriting agreements, custody agreements, powers
                           of attorney, lock-up agreements, cross-receipts,
                           representation letters and other similar agreements
                           customarily delivered in connection with the closing
                           of an initial public offering."

                           'Schedule 3.9 Delivery Date' shall have the meaning
                           assigned to it in the Eighth Amendment." and

         (b)      amending and restating the following definition in its
                  entirety to read as follows:

                  'Permitted Stock Issuance' shall mean and include the issuance
                  of common equity interests (including awards exercisable for
                  common Stock or Class B common Stock, shares of common Stock
                  and Class B common Stock) by Borrower to any Person (i) so
                  long as no Default has occurred and is continuing or would
                  occur as a result of such issuance, in an initial public
                  offering (x) which is underwritten by a nationally recognized
                  investment banking firm or other Person satisfactory to Agent
                  in its discretion, (y) in which such equity interests are
                  distributed to at least 25 Persons (other than Persons listed
                  on Schedule 3.9), and (z) which is made pursuant to a
                  registration statement on Form S-1, or any successor form
                  thereto, relating to the registration of such common equity
                  interests under the Securities Act of 1933, as amended, and
                  other documents and agreements (including all underwriting or
                  similar agreements and all documents filed with the Securities
                  and Exchange Commission) in form and substance reasonably
                  satisfactory to Agent, (ii) under the 2002 Stock Plan, (iii)
                  under the Employee Stock Purchase Plan, (iv) upon the exercise
                  of warrants listed on Schedule 3.9, (v) pursuant to the IPO
                  and/or IPO Transactions or (vi) pursuant to the Dick's
                  Clothing and Sporting Goods, Inc. Stock Option Plan, as
                  amended through September 19, 1995 as in effect on April 16,
                  1999."

                  8.       Amendment to Annex D. Annex D to the Credit Agreement
is hereby amended as of the Amendment Effective Date by inserting the following
new Paragraph 15 at the end of such Annex to read as follows:

                  "15.     SEC Filings and Press Releases. To Agent and Lenders,
                  promptly upon their becoming available, copies of: (i) all
                  Financial Statements, reports, notices and proxy statements
                  made publicly available by any Loan Party to its security
                  holders; (ii) all regular and periodic reports and all
                  registration statements and prospectuses, if any, filed by any
                  Loan Party with any securities exchange or with the Securities
                  and Exchange Commission or any governmental or private
                  regulatory authority; and (iii) all press releases and other
                  statements made available by any Loan Party to the public
                  concerning material changes or developments in the business of
                  any such Person."

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                  9.       Amendment to Credit Agreement Schedules. Schedules
6.4 and 11.8 to the Credit Agreement are hereby amended and restated as of the
Amendment Effective Date to read as set forth as Schedules 6.4 and 11.8 attached
hereto.

                  10.      Consent. Agent and Lenders hereby consent, as of the
Amendment Effective Date, to Borrower consummating the IPO and entering into the
IPO Transactions. Agent and Lenders hereby consent and confirm that the IPO and
IPO Transactions satisfy all conditions of clause (i) of the definition of
Permitted Stock Issuance and no additional consent is needed thereunder as to
the identity of any underwriter or with respect to any documents or agreement.

                  11.      Representations and Warranties. To induce Lenders and
Agent to enter into this Amendment, Borrower hereby represents and warrants
that:

         (a)               Each of the execution, delivery and performance by
                  Borrower of this Amendment and the performance of the Credit
                  Agreement, as amended hereby (the "Amended Credit Agreement")
                  are within Borrower's corporate power and have been duly
                  authorized by all necessary corporate and shareholder action.

         (b)               This Amendment has been duly executed and delivered
                  by or on behalf of Borrower.

         (c)               Each of this Amendment and the Amended Credit
                  Agreement constitutes a legal, valid and binding obligation of
                  Borrower enforceable against Borrower in accordance with its
                  terms, except as enforceability may be limited by applicable
                  bankruptcy, insolvency, reorganization, moratorium or similar
                  laws affecting creditors' rights generally and by general
                  equitable principles (whether enforcement is sought by
                  proceedings in equity or at law).

         (d)               No Default has occurred and is continuing both before
                  and after giving effect to this Amendment.

         (e)               All representations and warranties of the Loan
                  Parties contained in the Credit Agreement and other Loan
                  Documents are true and correct as of the date hereof with the
                  same effect as though such representations and warranties had
                  been made on and as of the date hereof, except to the extent
                  that any such representation or warranty expressly relates to
                  an earlier date.

                  12.      Schedule 3.9. On or before 25 days following the date
on which Borrower commences its initial public offering of its common stock
under the Securities Act of 1933, as amended (the "Schedule 3.9 Delivery Date"),
Borrower will deliver to Agent an updated Schedule 3.9 to the Credit Agreement.

                  13.      Use of Proceeds. Upon the completion of the IPO,
Borrower shall cause the next portion of the proceeds of the IPO (after all fees
and expenses of the IPO)

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paid to Borrower (the "IPO Proceeds") to be deposited into its Concentration
Account and be initially applied against any amounts outstanding under the
Revolving Credit Loan. Notwithstanding anything set forth herein to the
contrary, this application of the IPO Proceeds shall not be considered a
permanent reduction in the Aggregate Revolving Credit Commitment.

                  14.      No Other Amendments, Consents. Except as expressly
amended herein, the Credit Agreement and the other Loan Documents shall be
unmodified and shall continue to be in full force and effect in accordance with
their terms. In addition, except as specifically provided herein, this Amendment
shall not be deemed a consent to or waiver of any term or condition of any Loan
Document and shall not be deemed to prejudice any right or rights which Agent or
any Lender may now have or may have in the future under or in connection with
any Loan Document or any of the instruments or agreements referred to therein,
as the same may be amended from time to time.

                  15.      Outstanding Indebtedness; Waiver of Claims. Borrower
hereby acknowledges and agrees that as of September 11, 2002 the aggregate
outstanding principal amount of the Revolving Credit Loan is $93,000,098.20 and
that such principal amount is payable pursuant to the Credit Agreement without
offset, withholding, counterclaim or deduction of any kind. Borrower hereby
waives, releases, remises and forever discharges Agent, Lenders and each other
Indemnified Person from any and all Claims of any kind or character, known or
unknown, which Borrower ever had, now has or might hereafter have against Agent
or any Lender which relates, directly or indirectly, to any acts or omissions of
Agent or such Lender or any other Indemnified Person on or prior to the
Amendment Effective Date.

                  16.      Expenses. Borrower hereby reconfirms its obligations
pursuant to Section 11.2 of the Credit Agreement to pay and reimburse Agent for
all reasonable out-of-pocket expenses (including, without limitation, reasonable
fees of counsel) incurred in connection with the negotiation, preparation,
execution and delivery of this Amendment and all other documents and instruments
delivered in connection herewith.

                  17.      Effectiveness. This Amendment shall become effective
as of September 12, 2002 (the "Amendment Effective Date") only upon satisfaction
in full in the judgment of the Agent of each of the following conditions on or
prior to September 12, 2002:

                                    (a)      Amendment. Agent shall have
                  received eight (8) original copies of this Amendment duly
                  executed and delivered by Agent, Required Lenders and Borrower
                  and acknowledged by ASL.

                                    (b)      Board Resolutions. Agent shall have
                  received a certificate of the Secretary or an Assistant
                  Secretary of Borrower certifying (i) the resolutions adopted
                  by the Board of Directors of Borrower approving this Amendment
                  and the Amended and Restated Promissory Notes and (ii) all
                  documents evidencing other necessary corporate action by
                  Borrower and required governmental and third party

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                  approvals, if any, with respect to this Amendment and the
                  Amended and Restated Promissory Notes.

                                    (c)      Payment of Expenses. Borrower shall
                  have paid to Agent all costs and expenses owing in connection
                  with this Amendment and the other Loan Documents and due to
                  Agent and Lenders (including, without limitation, reasonable
                  legal fees and expenses).

                                    (d)      Representations and Warranties. All
                  representations and warranties contained in this Amendment
                  shall be true and correct on and as of the Amendment Effective
                  Date.

                  18.      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  19.      Counterparts. This Amendment may be executed by the
parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first above
written.

                           BORROWER:

                           DICK'S SPORTING GOODS, INC.

                           By: /s/ Jeffrey Hennion
                              --------------------------------------
                           Name: Jeffrey Hennion
                           Title: Treasurer

                           AGENT:

                           GENERAL ELECTRICAL CAPITAL
                           CORPORATION, as Agent

                           By: /s/ Charles Chiodo
                              --------------------------------------
                           Name: Charles Chiodo
                           Its: Duly Authorized Signatory

                           LENDERS:

                           GENERAL ELECTRICAL CAPITAL
                           CORPORATION

                           By: /s/ Charles Chiodo
                              --------------------------------------
                           Name: Charles Chiodo
                           Its: Duly Authorized Signatory

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                           PNC BUSINESS CREDIT

                           By: /s/ Stephen W. Boyd
                              --------------------------------------
                           Name: Stephen W. Boyd
                           Title: Vice President

                           FLEET RETAIL FINANCE INC.

                           By: /s/ James R. Dore
                              --------------------------------------
                           Name: James R. Dore
                           Title: Director

                           NATIONAL CITY BANK OF PENNSYLVANIA

                           By: /s/ John L. Hayes IV
                              --------------------------------------
                           Name: John L. Hayes IV
                           Title: VP

                           WACHOVIA BANK, NATIONAL ASSOCIATION

                           By: /s/ Mark S. Suppie
                              --------------------------------------
                           Name: Mark S. Suppie
                           Title: Vice President

                           CITIZEN'S BUSINESS CREDIT

                           By: /s/ Donald A. Cmar
                              --------------------------------------
                           Name: Donald A. Cmar
                           Title: Vice President

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The undersigned Guarantor hereby (i) acknowledges to each of the amendments to
the Credit Agreement effected by this Amendment and (ii) confirms and agrees
that its obligations under its Guaranty shall continue without any diminution
thereof and shall remain in full force and effect on and after the effectiveness
of this Amendment.

ACKNOWLEDGED, CONSENTED and
AGREED to as of the date first written above.

AMERICAN SPORTS LICENSING, INC.

By: /s/ Jeffrey Hennion
   ---------------------------------------
Name: Jeffrey Hennion
Title: Assistant Treasurer

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                                                                       EXHIBIT A

                Amended and Restated Certificate of Incorporation

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