ex10_loc.htm


    Exhibit
10.1

    


    AMENDMENT
NO. 2 TO LOAN DOCUMENTS

    


    


    This Amendment No. 2 to Loan Documents
(this "Amendment") dated as of November 20, 2009, is between BANK OF AMERICA, N.A. (the
"Lender") and HIBBETT SPORTS,
INC. (the "Borrower").

    


    RECITALS

    


    A. The Borrower has executed various
documents concerning credit extended by the Lender, including, without
limitation, the following documents (the “Loan Documents”):

    


    1.           A
certain letter agreement dated January 29, 2008 between the Borrower and the
Lender, as amended by Amendment No. 1 to Loan Documents dated as of November 20,
2008 (collectively, the "Letter Agreement").

    


    2.           A
certain Demand Note dated February 4, 2008 in the original principal amount of
$50,000,000.00 executed by the Borrower in favor of the Lender, as amended by
Amendment No. 1 to Loan Documents dated as of November 20,
2008  (collectively, the "Note”).

    


    B.  The
Lender and the Borrower desire to amend the Loan Documents as set forth
herein.

    


    NOW, THEREFORE, for TEN DOLLARS
($10.00) in hand paid and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

    


    1.  Definitions.  Capitalized
terms used but not defined in this Amendment shall have the meaning given to
them in the Loan Documents.

    


    2.  Amendments to Letter
Agreement.  The Letter Agreement is hereby amended as
follows:

    


    (a)           by
deleting “November 20, 2009” as the Expiration Date and substituting in lieu
thereof “November 19, 2010”.

    


    (b)           by
deleting the section entitled “Documentation” and substituting in lieu thereof
the following:

     

    
      	
               
      

            	
              “Documentation:

            	
              The
      Loans shall be evidenced by that certain Demand Note dated February 4,
      2008 executed by Borrower in favor of Lender, as amended by Amendment No.
      1 to Loan Documents dated as of November 20, 2008 and Amendment No. 2 to
      Loan Documents dated as of November 20, 2009 (as it may be further amended
      or modified from time to time, the “Note”).  The
      Borrower shall execute and deliver to the Lender such other documents as
      the Lender may reasonably request from time to
  time.”

            


    

     

    
      3.  Amendments to
Note.  The Note is hereby amended as
follows:

    

    
    

    


    (a)           by
deleting “November 20, 2009” from the 3rd paragraph and substituting in lieu
thereof “November 19, 2010”.

    


    (b)           by
deleting the 6th paragraph and substituting in lieu thereof the
following:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Each
prepayment of a Loan, whether voluntary, by reason of demand, acceleration or
otherwise, must be accompanied by the amount of accrued interest on the amount
prepaid, and a prepayment fee as described below.  A "prepayment" is a
payment of an amount on a date other than November 19, 2010. The prepayment fee
shall be in an amount sufficient to compensate Lender for any loss, cost or
expense incurred by it as a result of the prepayment, including any loss of
anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain the amount prepaid or from fees
payable to terminate the deposits from which such funds were
obtained.  Borrower shall also pay any customary administrative fees
charged by Lender in connection with the foregoing.  For purposes of
this paragraph, Lender shall be deemed to have funded each prepaid amount by a
matching deposit or other borrowing in the applicable interbank market, whether
or not the amount was in fact so funded.”

    


    4.  Representations and
Warranties.  When the Borrower signs this Amendment, the
Borrower represents and warrants to the Lender that:  (a) this
Amendment is within the Borrower 's powers, has been duly authorized, does not
conflict with any of the Borrower’s organizational papers and is the legal,
valid and binding obligation of the Borrower enforceable against it in
accordance with its terms, and (b) that the person or persons executing this
Amendment on behalf of the Borrower are duly appointed officers or other
representatives of the Borrower with authority to execute and deliver this
Amendment on behalf of the Borrower.

    


    5.  Conditions.  This
Amendment will be effective when each of the following conditions shall have
been satisfied, as determined by the Lender in its sole discretion and
the Lender shall have accepted this Amendment (notice of which acceptance is
hereby waived by the Borrower).

    


    (a)           The
Lender has received evidence that the execution, delivery and performance by
the Borrower of this
Amendment and any instrument or agreement required under this Amendment have
been duly authorized.

    


    (b)           This
Amendment has been executed by the Borrower and the
Lender.

    


    6.           Effect of Amendment;
References.

    


    (a)           Except
as expressly amended hereby, all of the terms and conditions of the Loan
Documents shall remain unchanged and in full force and effect and the Borrower
hereby reaffirms its obligations under the Loan Documents to which it is a party
as amended by this Amendment, without defense, right of set off or recoupment,
claim or counterclaim of any kind or nature (and to the extent there exists any
such defense, right of set off or recoupment, claim or counterclaim on the date
hereof, the same is hereby forever released, discharged and waived by the
Borrower).

    


    (b)           This
Amendment (i) is limited precisely as specified herein and does not constitute
nor shall be deemed to constitute a modification, acceptance or waiver of any
other provision of the Loan Documents, (ii) is not intended to be, nor shall it
be construed to create, a novation or an accord and satisfaction of any
obligation or liability of the Borrower under the Loan Documents, and (iii)
shall not prejudice or be deemed to prejudice any rights or remedies the Lender
may now have or may in the future have under or in connection with the Loan
Documents.

    


    (c)           All
references in any Loan Document to any other Loan Document amended hereby shall
be deemed to be a reference to such Loan Document as amended by this
Amendment.

    


    7.           Miscellaneous

    


    (a).           This
Amendment shall be governed by and construed in accordance with the laws of the
state provided in the Loan Documents.

    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (b)           This
Amendment may be executed in counterparts, each of which when so executed shall
be deemed an original, but all such counterparts together shall constitute but
one and the same instrument. Delivery of an executed signature page of this
Amendment by facsimile or electronic transmission shall be effective as a
delivery of a manually executed counterpart thereof.

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed under seal and delivered by their
respective duly authorized representatives on the date first written
above.

    


    


    


    
      	 
      	
              BANK
      OF AMERICA, N.A.

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      /s/ David B. Jackson 
	 
      	
              Name:

            	 
      David B. Jackson
	 
      	
              Title:

            	 
      Senior Vice President
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              HIBBETT
      SPORTS, INC.

            
	 
      	
              By:

            	
              /s/
      Gary A. Smith

            
	 
      	
              Name:

            	
              Gary
      A. Smith

            
	 
      	
              Title:

            	
              Senior
      Vice President and CFO

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

    


    End
of Exhibit 10.1

     

    3