##### 



EXHIBIT 10.1
 CREDIT AGREEMENT
 DATED AS OF JUNE 29, 2006
 AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
a Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO




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TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS
    
    
    1Section 1.1 Certain Defined Terms
    
    
    1Section 1.2 Accounting Terms and Determinations
    
    
    28Section 1.3 Other Definitional Provisions and References
    
    
    28ARTICLE 2 LOANS AND LETTERS OF CREDIT
    
    
    29Section 2.1 Term Loan
    
    
    29Section 2.2 Revolving Loans and Swingline Loans
    
    
    31Section 2.3 Interest, Interest Calculations and Certain Fees
    
    
    37Section 2.4 Notes
    
    
    39Section 2.5 Letters of Credit and Letter of Credit Fees
    
    
    40Section 2.6 General Provisions Regarding Payment; Loan Account
    
    
    43Section 2.7 Maximum Interest
    
    
    44Section 2.8 Taxes
    
    
    44Section 2.9 Capital Adequacy
    
    
    46Section 2.10 Mitigation Obligations
    
    
    46ARTICLE 3 REPRESENTATIONS AND WARRANTIES
    
    
    46Section 3.1 Existence and Power
    
    
    47Section 3.2 Organization and Governmental Authorization; No Contravention
    
    
    47Section 3.3 Binding Effect
    
    
    47Section 3.4 Capitalization
    
    
    47Section 3.5 Financial Information
    
    
    48Section 3.6 Litigation
    
    
    48Section 3.7 Ownership of Property
    
    
    49Section 3.8 No Default
    
    
    49Section 3.9 Labor Matters
    
    
    49Section 3.10 Regulated Entities
    
    
    49Section 3.11 Margin Regulations
    
    
    49Section 3.12 Compliance With Laws; Anti-Terrorism Laws
    
    
    49Section 3.13 Taxes
    
    
    50Section 3.14 Compliance with ERISA
    
    
    50Section 3.15 Brokers
    
    
    51Section 3.16 Material Contracts
    
    
    51Section 3.17 Compliance with Environmental Requirements; No Hazardous Materials
    
    
    52Section 3.18 Intellectual Property
    
    
    53Section 3.19 Real Property Interests
    
    
    53Section 3.20 Solvency
    
    
    53Section 3.21 Senior Debt
    
    
    53Section 3.22 Full Disclosure
    
    
    53Section 3.23 Representations and Warranties Incorporated from Other Operative Documents
    
    
    54
 -i-




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PageARTICLE 4 AFFIRMATIVE COVENANTS
    
    
    54Section 4.1 Financial Statements and Other Reports
    
    
    54Section 4.2 Payment and Performance of Obligations
    
    
    58Section 4.3 Maintenance of Existence
    
    
    59Section 4.4 Maintenance of Property; Insurance
    
    
    59Section 4.5 Compliance with Laws
    
    
    60Section 4.6 Inspection of Property, Books and Records
    
    
    60Section 4.7 Use of Proceeds
    
    
    60Section 4.8 Lenders Meetings
    
    
    61Section 4.9 Intentionally omitted
    
    
    61Section 4.10 Hazardous Materials; Remediation
    
    
    61Section 4.11 Revolving Loan Commitment Increases and Syndications
    
    
    61Section 4.12 Further Assurances
    
    
    62ARTICLE 5 NEGATIVE COVENANTS
    
    
    64Section 5.1 Debt
    
    
    64Section 5.2 Liens
    
    
    64Section 5.3 Contingent Obligations
    
    
    65Section 5.4 Restricted Distributions
    
    
    66Section 5.5 Restricted Agreements
    
    
    66Section 5.6 Payments and Modifications of Subordinated Debt
    
    
    66Section 5.7 Consolidations, Mergers and Sales of Assets
    
    
    67Section 5.8 Purchase of Assets, Investments
    
    
    67Section 5.9 Transactions with Affiliates
    
    
    71Section 5.10 Modification of Organizational Documents
    
    
    72Section 5.11 Intentionally Omitted
    
    
    72Section 5.12 Fiscal Year
    
    
    72Section 5.13 Conduct of Business
    
    
    72Section 5.14 Intentionally Omitted
    
    
    72Section 5.15 Lease Payments
    
    
    72Section 5.16 Limitation on Sale and Leaseback Transactions
    
    
    72Section 5.17 Bank Accounts
    
    
    72Section 5.18 Compliance with Anti-Terrorism Laws
    
    
    73ARTICLE 6 ACCOUNTS AND INVENTORY REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
    
    
    73Section 6.1 Accounts and Account Collections
    
    
    73Section 6.2 Inventory
    
    
    75ARTICLE 7 FINANCIAL COVENANTS
    
    
    76Section 7.1 Fixed Charge Coverage Ratio
    
    
    76Section 7.2 Senior Leverage Ratio
    
    
    76ARTICLE 8 CONDITIONS
    
    
    76Section 8.1 Conditions to Initial Closing
    
    
    76Section 8.2 Conditions to Acquisition Revolving Loan Commitment Increase
    
    
    78
 -ii-




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PageSection 8.3 Conditions to Each Loan, Support Agreement and Lender Letter of Credit
    
    
    79ARTICLE 9 EVENTS OF DEFAULT
    
    
    80Section 9.1 Events of Default
    
    
    80Section 9.2 Acceleration and Suspension or Termination of Revolving Loan Commitment
    
    
    82Section 9.3 Cash Collateral
    
    
    82Section 9.4 Default Rate of Interest and Suspension of LIBOR Rate Options
    
    
    82Section 9.5 Setoff Rights
    
    
    83Section 9.6 Application of Proceeds
    
    
    83ARTICLE 10 EXPENSES AND INDEMNITY
    
    
    84Section 10.1 Expenses
    
    
    84Section 10.2 Indemnity
    
    
    85ARTICLE 11 ADMINISTRATIVE AGENT
    
    
    86Section 11.1 Appointment and Authorization
    
    
    86Section 11.2 Administrative Agent and Affiliates
    
    
    86Section 11.3 Action by Administrative Agent
    
    
    86Section 11.4 Consultation with Experts
    
    
    86Section 11.5 Liability of Administrative Agent
    
    
    87Section 11.6 Indemnification
    
    
    87Section 11.7 Right to Request and Act on Instructions
    
    
    87Section 11.8 Credit Decision
    
    
    88Section 11.9 Collateral Matters
    
    
    88Section 11.10 Agency for Perfection
    
    
    89Section 11.11 Notice of Default
    
    
    89Section 11.12 Successor Administrative Agent
    
    
    89Section 11.13 Disbursements of Revolving Loans; Payment and Sharing of Payment
    
    
    90Section 11.14 Right to Perform, Preserve and Protect
    
    
    93Section 11.15 Additional Titled Agents
    
    
    93ARTICLE 12 MISCELLANEOUS
    
    
    94Section 12.1 Survival
    
    
    94Section 12.2 No Waivers
    
    
    94Section 12.3 Notices
    
    
    94Section 12.4 Severability
    
    
    95Section 12.5 Amendments and Waivers
    
    
    95Section 12.6 Assignments; Participations; Replacement of Lenders
    
    
    96Section 12.7 Headings
    
    
    99Section 12.8 Confidentiality
    
    
    99Section 12.9 Waiver of Consequential and Other Damages
    
    
    100Section 12.10 Marshaling; Payments Set Aside
    
    
    100Section 12.11 GOVERNING LAW; SUBMISSION TO JURISDICTION
    
    
    100Section 12.12 WAIVER OF JURY TRIAL
    
    
    101
 -iii-




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PageSection 12.13 Publication; Advertisement
    
    
    101Section 12.14 Senior Debt.
    
    
    102Section 12.15 Counterparts; Integration.
    
    
    102Section 12.16 No Strict Construction.
    
    
    102
 -iv-




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ANNEXES, EXHIBITS AND SCHEDULES
 ANNEXESAnnex A
    
    -
    
    Commitment AnnexAnnex B
    
    -
    
    Closing ChecklistEXHIBITSExhibit A
    
    -
    
    Assignment AgreementExhibit B
    
    -
    
    Compliance CertificateExhibit C
    
    -
    
    Borrowing Base CertificateExhibit D
    
    -
    
    Notice of BorrowingExhibit E
    
    -
    
    Payment NotificationSCHEDULESSchedule 3.1
    
    -
    
    Existence, Organizational Identification Numbers, Foreign Qualification, Prior NamesSchedule 3.4
    
    -
    
    CapitalizationSchedule 3.6
    
    -
    
    LitigationSchedule 3.15
    
    -
    
    BrokersSchedule 3.16
    
    -
    
    Material ContractsSchedule 3.17
    
    -
    
    Environmental ComplianceSchedule 3.18
    
    -
    
    Intellectual PropertySchedule 3.19
    
    -
    
    Owned Real EstateSchedule 5.1
    
    -
    
    DebtSchedule 5.2
    
    -
    
    LiensSchedule 5.3
    
    -
    
    Contingent ObligationsSchedule 5.8
    
    -
    
    InvestmentsSchedule 5.9
    
    -
    
    Affiliate TransactionsSchedule 5.13
    
    -
    
    Business Description




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CREDIT AGREEMENT
   MLBFS MLBFS Credit Agreement
     ARTICLE 1
DEFINITIONS
 Certain Defined Terms.
  Acceleration Event




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Account Debtor
 Accounts
 Acquisition Documents
 Acquisition Revolving Loan Commitment Increase
 Acquisition Pro Forma
 Acquisition Projections
 Acquisition Revolving Loan Commitment Increase Conditions
 Adjustment Date
 Adjustments to Advance Rates
 Administrative Agent
 Administrative Agent Fee Letter
 -2-




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Affected Lender
 Affiliate control
 Agreement
 Anti-Terrorism Laws
 Approved Fund
 Asset Disposition
 Assignment Agreement
 Bankruptcy Code
 Base Rate plus
 -3-




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Base Rate Loans
 Base Rate Margin provided
 Blocked Account
 Blocked Person
 Borrower
 Borrower Security Agreement
 Borrowers Account
 Borrowing Base minus
 -4-




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##### 



minus
 Borrowing Base Certificate
 Business Day
 Capital Lease
 Cash Equivalents
 CERCLA
 Change of Control of the Borrower
 -5-




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Chattel Paper
 Closing Checklist
 Closing Date
 Code
 Collateral
 Commitment Annex
 Commitment Expiry Date
 Compliance Certificate
 Consolidated Subsidiary
 -6-




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Contingent Obligation
 Controlled Group
 Convertible Senior Notes
 Credit Exposure provided
 Credit Party Credit Parties
 Debt
 -7-




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Default
 Defaulted Lender
 Deposit Account Control Agreement
 Domestic Subsidiary
 EBITDA
 Eligible Accounts
    -8-




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-9-




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-10-




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Eligible Assignee provided
 -11-




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Eligible Inventory
          -12-




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Eligible Swap Counterparty
 -13-




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Environmental Laws
 Equipment
 ERISA
 ERISA Plan
 Event of Default
 Extraordinary Receipts provided
 Federal Funds Rate provided
 -14-




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Financing Documents
 Fiscal Year
 Fixed Charge Coverage Ratio
 Foreign Lender
 GAAP
 Governmental Authority
 Guarantee provided
 -15-




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Hazardous Materials
 Hazardous Materials Contamination
 Holding Company
 Indemnitees
 Information Certificate
 Instrument
 Intellectual Property
 Interest Period provided
 -16-




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Inventory
 Investment plus
 Laws
 LC Issuer
 Lender
 Lender Letter of Credit
 Letter of Credit th
 -17-




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##### 



Letter of Credit Liabilities plus
 LIBOR
 LIBOR Loans
 LIBOR Margin provided
 Lien
 Litigation
 Loan Account
 -18-




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Loans
 Major Casualty Proceeds
 Margin Stock
 Material Adverse Effect
 Material Contracts
 Maximum Lawful Rate
 Merrill Lynch
 Multiemployer Plan
 Net Borrowing Availability
 Net Cash Proceeds
 -19-




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provided
 Non-Funding Revolving Lender provided
 Notes
 Notice of Borrowing
 Notice of LC Credit Event
 Obligations
 OFAC
 OFAC Lists
 Operative Documents
 -20-




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Optional Revolving Loan Commitment Increase
 Ordinary Course of Business
 Organizational Documents
 Overadvance Revolving Loans
 Participant
 Payment Account
 Payment Notification
 PBGC
 Pension Plan
 Permits
 Permitted Contest provided
 Permitted Liens
 Person
 -21-




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Pricing Table
  Revolving Loans, Term Loan and allother ObligationsSenior Leverage Ratio
    
    Base Rate
    
    LIBORGreater than or equal to 2.00 to 1.00
    
    
    0.50
    %
    
    
    2.00
    %Greater than or equal to 1.00 to 1.00, but less
than or equal to 2.00 to 1.00
    
    
    0.25
    %
    
    
    1.75
    %Less than 1.00
    
    
    0.00
    %
    
    
    1.50
    %
  Revolving Loans and all otherObligations (other than the TermLoan )
    
    Term LoanSenior Leverage Ratio
    
    Base Rate
    
    LIBOR
    
    Base Rate
    
    LIBORGreater than or equal
to 2.00 to 1.00
    
    
    0.50
    %
    
    
    2.00
    %
    
    
    0.75
    %
    
    
    2.25
    %Greater than or equal
to 1.00 to 1.00, but
less than or equal to
2.00 to 1.00
    
    
    0.25
    %
    
    
    1.75
    %
    
    
    0.50
    %
    
    
    2.00
    %Less than 1.00
    
    
    0.00
    %
    
    
    1.50
    %
    
    
    0.25
    %
    
    
    1.75
    %
  Property Insurance Policy
 -22-




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Pro Rata Share
 Reimbursement Obligations
 Reinvestment Reserve
 Replacement Lender
 Required Lenders
 Required Revolving Lenders
 Reserves
 -23-




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Responsible Officer
 Restricted Distribution
 Revolving Lender
 Revolving Loan Borrowing
 Revolving Loan Commitment
 Revolving Loan Commitment Amount
 -24-




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##### 



Revolving Loan Commitment Percentage divided
 Revolving Loan Limit minus minus
 Revolving Loan Note
 Revolving Loan Outstandings
 Revolving Loans
 Section 5. 8(b) Permitted Acquisition
 Section 5. 8(c) Permitted Acquisition
 Security Documents
 Senior Leverage Ratio
 Settlement Date
 Settlement Service
 Solvent
 -25-




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SSG
 Stated Rate
 Subordinated Debt
 Subordinated Debt Documents
 Subordination Agreements
 Subsidiary
 -26-




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Support Agreement
 Supported Letter of Credit
 Swap Contract
 Swingline Lender
 Swingline Loan
 Swingline Loan Borrowing
 Swingline Loan Limit minus minus
 Swingline Loan Note
 Swingline Loan Outstandings
 Target
 Taxes
 Term Loan
 Term Loan Commitment Percentage divided
 Term Note
 Termination Date
 Total Debt
 -27-




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UCC
 United States
 Wholly-Owned Subsidiary
 Accounting Terms and Determinations.
 provided that
 Other Definitional Provisions and References.
  -28-




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ARTICLE 2
LOANS AND LETTERS OF CREDIT
 Term Loan.
 Term Loan Amounts Term Loan
 Scheduled Repayments th
 Mandatory Prepayments
 provided provided provided further
 -29-




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##### 



provided provided
  Reinvestment Reserve
 Optional Prepayments provided
 -30-




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All Prepayments
   Revolving Loans and Swingline Loans.
 Revolving Loans and Borrowings
 Revolving Loan Revolving Loans
 Overadvance
Revolving Loans provided, however
 -31-




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##### 



Advancing Revolving Loans
    -32-




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##### 



provided
 Mandatory Revolving Loan Repayments and Prepayments
 Termination Date
  Optional Prepayments; Permanent Reduction of Revolving Loan Commitment; Early
Termination
 provided
  -33-




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##### 



Swingline Loans
 Swingline Loan provided
 -34-




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##### 



provided
  -35-




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##### 



provided
  Optional Revolving Loan Commitment Increase Request . Optional Revolving Loan Commitment Increase
 Acquisition Revolving Loan Commitment Increase Request Acquisition Revolving Loan Commitment Increase
 -36-




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Interest, Interest Calculations and Certain Fees.
 Interest
 plus
 plus
 Unused Line Fee.
 Administrative Agent Fee Letter.
 Computation of Interest and Related Fees
 LIBOR Provisions
 LIBOR Election
 -37-




---



##### 



Inability to Determine LIBOR
 Illegality
 LIBOR Breakage Fee
 -38-




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##### 



provided however
 Increased Costs
 Notes.
 Term Note Revolving Loan Note Swingline Loan Note
 -39-




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##### 



Letters of Credit and Letter of Credit Fees.
 Letter of Credit Support Agreement
    Letter of Credit Fee
 Reimbursement Obligations of Borrower
 -40-




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##### 



Reimbursement and Other Payments by Borrower
  provided
    Deposit Obligations of Borrower
 -41-




---



##### 



Participations in Support Agreements and Lender Letters of Credit
   -42-




---



##### 



General Provisions Regarding Payment; Loan Account.
 provided
 Loan Account
 -43-




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##### 



provided
 Maximum Interest.
  Stated Rate Maximum
Lawful Rate provided
   Taxes.
  -44-




---



##### 



Taxes
  Foreign Lender
 -45-




---



##### 



Capital Adequacy.
  Mitigation Obligations.
  ARTICLE 3
REPRESENTATIONS AND WARRANTIES
  -46-




---



##### 



Existence and Power.
 Permits
 Organization and Governmental Authorization; No Contravention.
  Binding Effect.
  Capitalization.
  -47-




---



##### 



Financial Information
  .
  provided,
 Litigation.
  -48-




---



##### 



Ownership of Property.
  No Default.
  Labor Matters.
  Regulated Entities.
  Margin Regulations.
  Compliance With Laws; Anti-Terrorism Laws.
  -49-




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##### 



Taxes.
  Compliance with ERISA.
   -50-




---



##### 



Brokers.
  Material Contracts.
 Material Contracts
 -51-




---



##### 



Compliance with Environmental Requirements; No Hazardous Materials.
        -52-




---



##### 



Intellectual Property.
  Real Property Interests.
  Solvency.
  Senior Debt.
  Full Disclosure.
  -53-




---



##### 



Representations and Warranties Incorporated from Other Operative Documents.
  ARTICLE 4
AFFIRMATIVE COVENANTS
  Financial Statements and Other Reports.
   -54-




---



##### 



-55-




---



##### 



-56-




---



##### 



-57-




---



##### 



Payment and Performance of Obligations.
  -58-




---



##### 



Maintenance of Existence.
  Maintenance of Property; Insurance.
    -59-




---



##### 



Compliance with Laws.
  Inspection of Property, Books and Records.
  Use of Proceeds.
  -60-




---



##### 



Lenders Meetings.
  Intentionally omitted
 Hazardous Materials; Remediation.
   Revolving Loan Commitment Increases and Syndications.
  -61-




---



##### 



provided
 Further Assurances.
  -62-




---



##### 



-63-




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##### 



ARTICLE 5
NEGATIVE COVENANTS
  Debt.
        Liens.
  -64-




---



##### 



Contingent Obligations.
     -65-




---



##### 



Restricted Distributions.
 provided
 Restricted Agreements.
  Payments and Modifications of Subordinated Debt.
 Convertible Senior Notes
 -66-




---



##### 



Consolidations, Mergers and Sales of Assets.
 $ $
 Purchase of Assets, Investments.
   -67-




---



##### 



Section 5. 8(b) Permitted Acquisition
 Target Section 5. 8(c) Permitted
Acquisition
 -68-




---



##### 



Acquisition Pro Forma
 -69-




---



##### 



Acquisition
Projections
    -70-




---



##### 



Transactions with Affiliates.
  -71-




---



##### 



Modification of Organizational Documents.
  Intentionally Omitted.
 Fiscal Year.
  Conduct of Business.
  Intentionally Omitted
 Lease Payments.
  Limitation on Sale and Leaseback Transactions.
  Bank Accounts.
  -72-




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Compliance with Anti-Terrorism Laws.
 nolo contendere
  ARTICLE 6
ACCOUNTS AND INVENTORY REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS
  Accounts and Account Collections.
  -73-




---



##### 



Blocked Accounts
 -74-




---



##### 



Inventory.
  -75-




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##### 



ARTICLE 7
FINANCIAL COVENANTS
  Fixed Charge Coverage Ratio.
  Senior Leverage Ratio.
  ARTICLE 8
CONDITIONS
 Conditions to Initial Closing.
     -76-




---



##### 



-77-




---



##### 



Conditions to Acquisition Revolving Loan Commitment Increase.
 Acquisition Revolving Loan Commitment
Increase Conditions
         -78-




---



##### 



Conditions to Each Loan, Support Agreement and Lender Letter of Credit.
       -79-




---



##### 



ARTICLE 9
EVENTS OF DEFAULT
 Events of Default.
 Event of Default
     $
 -80-




---



##### 



-81-




---



##### 



Acceleration and Suspension or Termination of Revolving Loan Commitment.
  Cash Collateral.
  Default Rate of Interest and Suspension of LIBOR Rate Options.
  -82-




---



##### 



Setoff Rights.
  Application of Proceeds.
  first second third fourth fifth sixth
 -83-




---



##### 



first second third fourth fifth sixth seventh eighth ninth
  ARTICLE 10
EXPENSES AND INDEMNITY
 Expenses.
  -84-




---



##### 



Indemnity.
 Indemnitees
 -85-




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##### 



ARTICLE 11
ADMINISTRATIVE AGENT
 Appointment and Authorization.
  Administrative Agent and Affiliates.
  Action by Administrative Agent.
  Consultation with Experts.
  -86-




---



##### 



Liability of Administrative Agent.
  Indemnification.
  Right to Request and Act on Instructions.
  -87-




---



##### 



Credit Decision.
  Collateral Matters.
  -88-




---



##### 



Agency for Perfection.
  Notice of Default.
  Successor Administrative Agent.
  -89-




---



##### 



Disbursements of Revolving Loans; Payment and Sharing of Payment.
 Revolving Loan Advances, Payments and Settlements; Interest and Fee Payments
 provided
 -90-




---



##### 



Settlement Date
  -91-




---



##### 



Term Loan Payments
 Return of Payments
   Defaulted Lenders
 Sharing of Payments provided, however
 -92-




---



##### 



Right to Perform, Preserve and Protect.
  Additional Titled Agents.
 Additional Titled Agents
 -93-




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##### 



ARTICLE 12
MISCELLANEOUS
 Survival.
  No Waivers.
  Notices.
 provided
 provided
 -94-




---



##### 



provided
 Severability.
  Amendments and Waivers.
 provided
 -95-




---



##### 



Assignments; Participations; Replacement of Lenders.
 Assignments
   -96-




---



##### 



Settlement Service
 Participations
 -97-




---



##### 



Participant provided
 Replacement of Lenders
 Affected Lender Replacement Lender provided
 -98-




---



##### 



Credit Party Assignments
  Headings.
  Confidentiality.
 provided provided .
 -99-




---



##### 



Waiver of Consequential and Other Damages.
  Marshaling; Payments Set Aside.
  GOVERNING LAW; SUBMISSION TO JURISDICTION.
 THIS AGREEMENT, EACH NOTE AND EACH OTHER FINANCING DOCUMENT, AND ALL MATTERS RELATING HERETO
OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. BORROWER HEREBY CONSENTS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND
IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENTS ELECTION, ALL ACTIONS OR PROCEEDINGS
ARISING OUT OF OR RELATING
 -100-




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##### 



TO THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.
BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH IN THIS AGREEMENT
AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
 WAIVER OF JURY TRIAL.
 EACH OF BORROWER, ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH OF BORROWER, ADMINISTRATIVE
AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED
FUTURE DEALINGS. EACH OF BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WARRANTS AND REPRESENTS
THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
 Publication; Advertisement.
 Publication
 Advertisement
 -101-




---



##### 



Senior Debt.
  Counterparts; Integration.
  No Strict Construction.
  -102-




---



##### 



COLLEGIATE PACIFIC INC.By:
    
    /s/ William R. EstillName: William R. EstillTitle: Chief Financial OfficerAddress:
    
    13950 Senlac Drive, Suite 100Dallas, TX 75234Facsimile number: (214) 484-1377E-Mail Address: bill@colpac.comTaxpayer Identification Number: 2980248
 Payment Account Designation:ABA No.:Account No.:Account Name:
 With a copy to:LIDJI & DOREYAddress:
    
    500 N. Akard St., Suite 3500Dallas, TX 75201Attention: Michael R. Dorey Esq.Facsimile number: (214) 7741230E-Mail Address: mdorey@lidjidorey.com




---



##### 



MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services
Inc., as Administrative Agent and a LenderBy:
    
    /s/ Brian TaltyName: Brian TaltyTitle: Senior Vice PresidentAddress:
    
    15 Exchange Place, 4th Floor
Jersey City, New Jersey 07302-3914
Attn: Account Manager for
          Collegiate Pacific Inc. TransactionFacsimile number: (201) 593 - 7870
E-Mail Address: brian_talty@ml.comWith a copy to:Merrill Lynch Capital
222 N. LaSalle Street, 16th Floor
Chicago, Illinois 60601Attn:
    
    Group Senior Transaction Attorney,
Corporate Finance, for Collegiate Pacific Inc. transactionFacsimile number: (312) 499-3126And with an additional copy to:
 TROUTMAN SANDERS LLPAddress:
    
    The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Attention: William D. Freedman, Esq.Facsimile number: (212) 7045935
E-Mail Address: william.freedman@troutmansanders.com
 
 
 
 
 
 List of Annexes attached to this agreement and not filed herewith:Annex B
    
    -
    
    Closing Checklist




---



##### 



Annex A
 Commitment Annex
(as of the Closing Date)
 RevolvingLoan
    
    Revolving Loan
    
    Term Loan
    
    Term LoanCommitment
    
    Commitment
    
    Commitment
    
    CommitmentLender
    
    Amount
    
    Percentage
    
    Amount
    
    PercentageMerrill Lynch Capital
    
    $
    20,000,000
    
    
    
    100
    %
    
    $
    10,000,000
    
    
    
    100
    %TOTALS
    
    $
    20,000,000
    
    
    
    100
    %
    
    $
    10,000,000
    
    
    
    100
    %
 (After Effectiveness of Acquisition Revolving Loan Commitment Increase)
 RevolvingLoan
    
    Revolving Loan
    
    Term Loan
    
    Term LoanCommitment
    
    Commitment
    
    Commitment
    
    CommitmentLender
    

Amount1
    
    Percentage
    
    Amount
    
    PercentageMerrill Lynch Capital
    
    $
    35,000,000
    
    
    
    100
    %
    
    $
    10,000,000
    
    
    
    100
    %TOTALS
    
    $
    35,000,000
    
    
    
    100
    %
    
    $
    10,000,000
    
    
    
    100
    %
 (After Effectiveness of Optional Revolving Loan Commitment Increase)
 RevolvingLoan
    
    Revolving Loan
    
    Term Loan
    
    Term LoanCommitment
    
    Commitment
    
    Commitment
    
    CommitmentLender
    

Amount2
    
    Percentage
    
    Amount
    
    PercentageMerrill Lynch Capital
    
    $
    30,000,000
    
    
    
    100
    %
    
    $
    10,000,000
    
    
    
    100
    %TOTALS
    
    $
    30,000,000
    
    
    
    100
    %
    
    $
    10,000,000
    
    
    
    100
    %
 
 1
    
    If the Optional Revolving Loan
Commitment Increase is effective at the time of the effectiveness of the
Acquisition Revolving Loan Commitment Increase, then the amounts in this column
shall be increased by $10,000,000 to $45,000,000.2
    
    If the Acquisition Revolving Loan
Commitment Increase is effective at the time of the effectiveness of the
Optional Revolving Loan Commitment Increase, then the amounts in this column
shall be increased by $15,000,000 to $45,000,000.




---



##### 



(MERRILL LYNCH LOGO)
    
    Exhibit A to Credit Agreement (Assignment Agreement)
 Assignment Agreement  Assignor Assignee  Credit Agreement Borrower
  Schedule Effective Date
   Exhibit A  Page 1




---



##### 



Exhibit A  Page 2




---



##### 



Exhibit A  Page 3




---



##### 



ASSIGNOR:By:Title:ASSIGNEE:By:Title:Consented to:Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services
Inc., as Administrative Agent and Swingline LenderBy:Title:Collegiate Pacific Inc.By:Title:
 Exhibit A  Page 4




---



##### 



Schedule to Assignment Agreement
 Assignor:Assignee:Effective
Date:
 
  Revolving LoanCommitment/Loan
    
    Commitment
    
    Term LoanAssignor Amounts
    
    $
    
    
    
    $Amounts Assigned
    
    $
    
    
    
    $Assignor Amounts
(post-assignment)
    
    $
    
    
    
    $
 
  Address for Notices:
    
    
    
    Address for Payments:Bank:Attention:
    
    
    
    
    
    ABA #:Telephone:
    
    
    
    
    
    Account #Facsimile:
    
    
    
    
    
    Reference:
 Exhibit A  Page 5




---



##### 



(MERRILL LYNCH LOGO)
    
    Exhibit B to Credit Agreement (Compliance Certificate)
 COMPLIANCE CERTIFICATE
  Date
 Borrower   Credit Agreement
       Exhibit B  Page 1




---



##### 



Revolving Loans, Term Loan andall other ObligationsSenior Leverage Ratio
    
    Base Rate
    
    LIBORGreater than or equal to 2.00 to 1.00
    
    
    0.50
    %
    
    
    2.00
    %Greater than or equal to 1.00 to 1.00, but less
than or equal to 2.00 to 1.00
    
    
    0.25
    %
    
    
    1.75
    %Less than 1.00
    
    
    0.00
    %
    
    
    1.50
    %
  Revolving Loans and all otherObligations (other than Term Loan)
    
    Term LoanSenior Leverage Ratio
    
    Base Rate
    
    LIBOR
    
    Base Rate
    
    LIBORGreater than or equal
to 2.00 to 1.00
    
    
    0.50
    %
    
    
    2.00
    %
    
    
    0.75
    %
    
    
    2.25
    %Greater than or equal
to 1.00 to 1.00, but
less than or equal to
2.00 to 1.00
    
    
    0.25
    %
    
    
    1.75
    %
    
    
    0.50
    %
    
    
    2.00
    %Less than 1.00
    
    
    0.00
    %
    
    
    1.50
    %
    
    
    0.25
    %
    
    
    1.75
    %
  ByNameTitle
    
    
    of Borrower
 Exhibit B  Page 2




---



##### 



FIXED CHARGE COVERAGE RATIO 3
 (Section 7.1)
 Fixed Charge Coverage Ratio for the applicable measurement
period (the Defined Period) is defined as follows:Fixed Charges:Interest expense ($______), net of interest income ($______),
interest paid in kind ($______) and amortization of
capitalized fees and expenses, if any, incurred to consummate
the transactions contemplated by the Operative Documents and
included in interest expense ($______), included in the
determination of net income of Borrower and its Consolidated
Subsidiaries for the Defined Period (Total Interest Expense)
    
    $Plus: Any provision for (benefit from) income or franchise
taxes included in the determination of net income for the
Defined PeriodScheduled payments of principal for the Defined
Period with respect to all Debt (including the
portion of scheduled payments under Capital Leases
allocable to principal but excluding mandatory
prepayments required by Section 2.1(c) and
excluding scheduled repayments of Revolving Loans
and other Debt subject to reborrowing to the
extent not accompanied by a concurrent and
permanent reduction of the Revolving Loan
Commitment (or equivalent loan commitment))Increases (decreases) during the Defined Period in
deferred tax assetsDecreases (increases) during the Defined Period in
deferred tax liabilitiesRestricted Distributions made in cash during the
Defined PeriodFixed Charges
    
    $
 
 3
    
    This ratio is to be calculated for
Borrower and its Consolidated Subsidiaries other than SSG until it is a
wholly-owned Subsidiary of Borrower. Exhibit B  Page 3




---



##### 



Operating Cash Flow:EBITDA for the Defined Period (calculated in the
manner required by Annex 1 to the Compliance
Certificate)
    
    $Operating Cash Flow
    
    $Fixed Charge Coverage Ratio (Ratio of Operating Cash
Flow to Fixed Charges) for the Defined Period
    
    to 1.0Minimum Fixed Charge Coverage for the Defined Period
    
    [1.10][1.20]4 to 1.0In Compliance
    
    Yes/No
 
 4
    
    As applicable. After the effectiveness of the Acquisition Revolving Loan Commitment
Increase, the minimum Fixed Charge Coverage Ratio shall be 1.20 to 1.00 Exhibit B  Page 4




---



##### 



SENIOR LEVERAGE RATIO 5
 (Section 7.2)
 Total Debt:Average daily principal balance of the Revolving Loans for
the one month period ending on the last day of the
applicable measurement period (the Defined Period)
    
    $Plus: Outstanding principal balance of the Term Loan as of
the last day of the Defined PeriodLetter of Credit Liabilities as of the last day
of the Defined PeriodOutstanding principal balance of all other Debt
of Borrower and its Consolidated Subsidiaries as
of the last day of the Defined PeriodLess: Subordinated DebtTotal Debt less Subordinated Debt
    
    $EBITDA for the Defined Period (calculated in the manner
required by Annex 1 to the Compliance Certificate)
    
    $Plus: Pro Forma Acquisition EBITDA (as defined below) for
each Section 5.8(b) Permitted Acquisition and Section 5.8(c)
Permitted Acquisition (and each such proposed acquisition
for determining compliance with Section 5.8)Permitted Acquisition No. 1: _______________Permitted Acquisition No. 2: _______________[add additional line items, as applicable]Adjusted EBITDA
    
    $Senior Leverage Ratio (ratio of Total Debt less Subordinated
Debt to Adjusted EBITDA) for the Defined Period
    
    to 1.00Maximum Senior Leverage Ratio for the Defined Period
    
    
    2.50 to 1.00In Compliance
    
    Yes/No
 
 5
    
    This ratio is to be calculated for
Borrower and its Consolidate Subsidiaries other than SSG until it is a
wholly-owned Subsidiary of Borrower. Exhibit B  Page 5




---



##### 



Pro Forma Acquisition EBITDA minus
 Exhibit B  Page 6




---



##### 



ANNEX 1 TO COMPLIANCE CERTIFICATE 6
 EBITDA
 EBITDA for the applicable measurement period (the Defined
Period) is defined as follows:Net income (or loss) for the Defined Period of Borrower and
its Consolidated Subsidiaries, but excluding: (a) the income
(or loss) of any Person (other than Subsidiaries of Borrower)
in which Borrower or any of its Subsidiaries has an ownership
interest unless received by Borrower or its Subsidiary in a
cash distribution; and (b) the income (or loss) of any Person
accrued prior to the date it became a Subsidiary of Borrower
or is merged into or consolidated with Borrower
    
    $Plus: Any provision for (or less any benefit from) income and
franchise taxes (or, as the successor to franchise taxes in
the State of Texas, margin tax) included in the
determination of net income for the Defined PeriodInterest expense, net of interest income, deducted
in the determination of net income for the Defined
PeriodAmortization and depreciation deducted in the
determination of net income for the Defined PeriodFor any Defined Period that includes the
three-month period ended December 31, 2005, the
one-time cash charge related to the termination of
the merger agreement dated September 7, 2005 among
Borrower, SSG and CP Merger Sub, Inc.
    
    $
    430,000For any Defined Period that includes the
three-month period ended December 31, 2005, a
one-time cash charge related to certain
professional fees
    
    $
    176,000EBITDA for the Defined Period
    
    $
 
 6
    
    EBITDA shall be calculated for Borrower and its Consolidated Subsidiaries other than
SSG until it is a wholly-owned Subsidiary of Borrower. Exhibit B  Page 7




---



##### 



Schedule 1 to
 Compliance Certificate
 [Borrower to list any existing Defaults or Events of Default, specifying the nature and period of
existence of each, and the actions Borrower has taken, is undertaking and proposes to take in
respect thereof. If no Defaults and no Events of Default are then in existence, such schedule
should read None.]
 Exhibit B  Page 8




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##### 



(MERRILL LYNCH LOGO)
    
    Exhibit C to Credit Agreement (Borrowing Base Certificate)
 Merrill Lynch Capital  Borrowing Base Report Summary
 Date:
    
    Report #:Name:
    
    Period Covered:  toCustomer
#
 Accounts ReceivableTotal A/R Availability
    
    $InventoryTotal Inventory Availability
    
    $
    
    
    
    $Facility LimitRevolving Loan CommitmentBorrowing Base Availability
    
    
    
    
    
    $Loan OutstandingCurrent Loan Balance
    
    $Less: Available Collections
    
    $Add: Borrowings
    
    $Ending Loan Balance this Report
    
    
    
    
    
    $Overall ReservesLetter of Credit Liabilities
    
    $Other
    
    $
    
    
    
    $Excess/(Short) Borrowing Base
    
    
    
    
    
    $
 
 (Borrower)(Title)
 Exhibit C  Page 1




---



##### 



Accounts Receivable Borrowing Base Report
 Date:
    
    
    
    
    
    Report #:
    
    
    
    Period Covered:
    
    
    
    ToName:
    
    
    
    
    
    
    
    Customer #
 Accounts ReceivableA/R1.   Balance Brought Forward
    
    $
    
    
    
    $2.   Additions
    
    $3.   Deductions
    
    $4.   Gross Balance this Report
    
    $
    
    
    
    $Ineligibles5.   Total Ineligibles
    
    $
    
    
    
    $6.   Subtotal Eligible Receivables
    
    $
    
    
    
    $Advance Rates
    
    
    %7.   Eligible Receivable Collateral
    
    $$8.   A/R Caps (If Applicable)
    
    $9.   Gross Eligible Receivables
    
    $
    
    
    
    $10. Reserves (-)
    
    $11. Net Availability
    
    $
    
    
    
    $12. Overall A/R Limit
    
    
    
    
    
    $13. Total A/R Availability
    
    
    
    
    
    $
 Exhibit C  Page 2




---



##### 



Accounts Receivable Ineligibles
 Over __ days past the due date
    
    $Over __ days past invoice date
    
    $Cross Age, __% rule
    
    $Affiliate Accounts
    
    $Foreign Accounts
    
    $Government Accounts (noncompliant with assignment of claims acts)
    
    $Customer in bankruptcy / insolvent
    
    $Progress billings, Bill and Hold
    
    $A/R in excess of approved concentration %
    
    $Accounts Subject to Dispute, Counterclaim or Setoff
    
    $Judgment, Instrument or Chattel Paper
    
    $Administrative Agent does not have valid lien
    
    $Account not owned by Borrower, or subject to any lien other than Administrative Agents lien
    
    $Conditional Sales
    
    $Uncompleted sale or delivery
    
    $Payable in Foreign Currency
    
    $Interest or service charges
    
    $Accounts reissued for partial payment, debit memos and charge backs
    
    $Cash on delivery or other cash sales
    
    $Accounts that exceed credit limit set by Administrative Agent
    
    $Accounts Debtors with unsatisfactory credit standing
    
    $Accounts subject to credits due to Account Debtor or other offset by Account Debtor
    
    $Collectability or enforceability impaired
    
    $Representation or warranties untrue
    
    $No invoice sent to Agent
    
    $Otherwise unacceptable to Administrative Agent
    
    $Total
    
    $
 Exhibit C  Page 3




---



##### 



Merrill Lynch Capital
 Inventory Borrowing Base Report
 Date:
    
    
    
    
    
    Report #:
    
    
    
    Period Covered:
    
    
    
    toName:
    
    
    
    
    
    
    
    Customer #
 Inventory CategoryINV1.   Balance Brought Forward
    
    $
    
    
    
    $2.   Additions
    
    $3.   Deductions
    
    $4.   Gross Balance this Report
    
    $
    
    
    
    $Ineligibles5.   Total Ineligibles
    
    $
    
    
    
    $6.   Subtotal
Eligible Inventory
    
    $
    
    
    
    $Advance Rates
    
    
    %7.   Eligible Inventory Collateral
    
    $$8.   Inventory Caps
    
    $9.   Gross
Inventory Availability
    
    $
    
    
    
    $10. Reserves (-)
    
    $11. Net Availability
    
    $
    
    
    
    $12. Overall
Inventory Limit
    
    
    
    
    
    $13. Total Inventory Availability
    
    
    
    
    
    $
 Exhibit C  Page 4




---



##### 



Inventory Ineligibles
 Work in Process [or raw materials]
    
    $Inactive inventory (excess slow moving, obsolete, etc).
    
    $Not held for sale in the ordinary course
    
    $Administrative Agent does not have valid lien
    
    $Lien in favor of person other than Administrative Agent
    
    $Outside locations / processors
    
    $Consigned inventory
    
    $Inventory in Transit or Outside Borrower Control
    
    $Violation of Fair Labor Standards Act/Subject to hot goods provision
    
    $Not Covered by casualty insurance
    
    $Display, packing, shipping, replacement or sample items
    
    $Returned goods
    
    $Freight-in charges
    
    $Representations or warranties not true
    
    $Hazardous Materials or goods that require license
    
    $Negotiable Document of Title not delivered to Administrative Agent
    
    $Bill and hold inventory
    
    $Located outside the United States
    
    $Otherwise unacceptable to Administrative Agent
    
    $Total
    
    $
 Exhibit C  Page 5




---



##### 



Merrill
Lynch Capital
 Borrowing Base Report  Collection Detail
 Date:
    
    
    
    Report #:
    
    
    
    Period Covered:
    
    
    
    toName:
    
    
    
    
    
    Customer #
    
    
    
    Facility #
 Date
Funds
    
    A/R
    
    Non - A/R
    
    
    
    
    Total AmountDeposited
    
    Collections
    
    Collections
    
    
    
    
    Deposited$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $$
    
    
    
    $
    
    
    
    
    
    
    $Total Funds Deposited
    
    
    
    
    
    
    
    
    Total Deposits
    
    $From:
    
    
    
    
    
    
    
    
    Less: Non A/R
Collections
    
    $To:
    
    
    
    
    
    
    
    
    Total A/R Collections
    
    $
 Exhibit C - Page 6




---



##### 



(MERRILL LYNCH LOGO)
    
    Exhibit D to Credit Agreement (Notice of Borrowing)
 COLLEGIATE PACIFIC INC.
 Date:   ,
 Borrower 2.2(b)/2.3(e)    Credit Agreement
 [complete as appropriate]
 date  Base Rate Loans/LIBOR Loans having an Interest Period of  month(s)
 date     and, in the case of a LIBOR Loan, having an Interest Period of [  ] month(s)
 date
  Exhibit D  Page 1




---



##### 



ByNameTitle
    
    
    
    of Borrower
 Exhibit D  Page 2




---



##### 



(MERRILL LYNCH LOGO)
    
    Exhibit E to Credit Agreement (Payment Notification)
 COLLEGIATE PACIFIC INC.
 Date:  , ______
 
 
 an optional a mandatory
 Such mandatory prepayment is being made pursuant to Section 2.1(c) (i), (ii), (iii) or (iv) of the
Credit Agreement.
 Fax to MLC Operations 312-499-3336 no later than noon Chicago time
 Note: Funds must be received no later than noon Chicago time for same day application
 Wire Instructions:Bank Name:
    
    LaSalle Bank National Association135 S. LaSalle StreetChicago, IL 60603ABA#
    
    0710-0050-5Account Name:
    
    MLBFS Corporate FinanceAccount #:
    
    5800393182Reference:
    
    (Client Name)Address:
    
    Merrill Lynch Capital222 N. LaSalle Street, 16th FloorChicago, IL 60601
 Exhibit E  Page 1




---



##### 



ByNameTitle
    
    
    of Borrower
 Exhibit E  Page 2




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULES
 TO THE
 CREDIT AGREEMENT
 AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Dated as of June 29, 2006




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 3.1
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Existence, Organizational Identification Numbers, Foreign Qualification, Prior Names
 ORIGINALIDENTIFIC-
    
    JURISDICTIONS
    
    JURISDICTIONSCREDIT
    
    ATION
    
    OF
    
    OF
    
    ADDITIONALPARTY
    
    NUMBERS
    
    ORGANIZATION
    
    QUALIFICATION
    
    NAMESCollegiate
Pacific, Inc.
    
    2980248
    
    Delaware
    
    Texas
    
    The Discounter,
Vantage Products,
Kesmil
Manufacturing, Inc.Tomark Sports, Inc.
    
    3738477
    
    Delaware
    
    California
    
    BOO Acquisition
Corp.Kesslers Team
Sports, Inc.
    
    3761437
    
    Delaware
    
    Arkansas, Georgia,
Illinois, Indiana,
Louisiana,
Mississippi, Ohio,
Oklahoma, Tennessee
    
    N/ADixie Sporting
Goods Co., Inc.
    
    0104782-8
    
    Virginia
    
    North Carolina,
Ohio, West Virginia
    
    N/ACMS of Central
Florida, Inc.
    
    P94000013004
    
    Florida
    
    N/A
    
    Orlando Team SportsSalkeld & Sons, Inc.
    
    0627319
    
    Delaware
    
    Illinois
    
    N/A




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 3.4
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Capitalization
 Credit Party
    
    Authorized SharesCollegiate Pacific Inc.
    
    51,000,000 shares (50,000,000 common and
1,000,000 preferred)Tomark Sports, Inc.*
    
    100 common sharesKesslers Team Sports, Inc.*
    
    100 common sharesDixie Sporting Goods Co.,
Inc.*
    
    Class A Voting  50 common shares
Class B Non-Voting  450 common shares**CMS of Central Florida, Inc.*
    
    7,500 common sharesSalkeld & Sons, Inc.*
    
    5,000 common shares
 
 *
    
    Collegiate Pacific Inc. owns 100% of the outstanding capital stock of each Subsidiary.**
    
    Preemptive rights.




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 3.6
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Litigation
 SSG Company




---



##### 



FINAL DISCLOSURE SCHEDULES




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 3.15
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Brokers




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 3.16
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Material Contracts




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##### 



FINAL DISCLOSURE SCHEDULES




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##### 



FINAL DISCLOSURE SCHEDULES
         Real Property Leases
 Name and Address ofOwner (if leased) orOwned/Leased
    
    
    
    
    
    Third-Party Operator (ifCredit
    
    
    
    
    
    /Operated by
    
    Annualized
    
    operated by a thirdParty
    
    Address
    
    Size
    
    Third Party
    
    Rent
    
    party)Collegiate Pacific
Inc.
    
    13950 SenlacDrive,
Suite 100-200
Dallas, TX 75234
    
    88,000 sq. ft.
    
    Lease; expires in
2007
    
    $
    347,364
    
    
    The Realty
Associates Fund VI,
L.P.; c/o TA
Associates Realty,
28 State St.,
10th
Floor, Boston, MA
02109Collegiate Pacific
Inc.
    
    4640 North
Oketo, Harwood
Heights, IL60706
    
    5,000 sq. ft.
    
    Month/month
    
    $
    24,000
    
    
    Diamond Tool
Company, Inc.;
4238-40 N. Sayre,
Norridge, IL 60706Collegiate Pacific
Inc.
    
    1200 North
28th
Avenue, P.O. Box
612506, DFW
Airport, TX 75261
    
    sq. ft. based on
need
    
    Month/month
    
    $
    5
    /pallet

    
    Network Logistics,
Inc.; 1200 North
28th
Avenue, P.O. Box
612506, DFW
Airport, TX 75261Collegiate Pacific
Inc.
    
    OffsiteWarehouse #2,
850 West
Freeway, #003,
Grand Prairie,
TX 75051
    
    sq. ft. based on
need
    
    Month/month
    

    $
    6,600
    minimum


    
    ABF Supply Chain
Services, 850 West
Freeway, Grand
Prairie, TX 75051Collegiate Pacific
Inc.
    
    8410 Wolf Lake
Drive, Bartlett,
TN 38133
    
    2,340 sq. ft.
    
    Month/month
    
    $
    24,275
    
    
    64 Investment
Partnership; 7700
Wolf River
Boulevard,
Germantown, TN
38138




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##### 



FINAL DISCLOSURE SCHEDULES
 Name and Address ofOwner (if leased) orOwned/Leased
    
    
    
    
    
    Third-Party Operator (ifCredit
    
    
    
    
    
    
    
    /Operated by
    
    Annualized
    
    operated by a thirdParty
    
    Address
    
    Size
    
    Third Party
    
    Rent
    
    party)Tomark Sports, Inc.
    
    1180 A California
Avenue, Corona, CA
92881
    
    27,700 sq. ft.
    
    Lease; expires in
2009
    
    Months
1-12$136,260
13-24$140,352
25-36$144,552
37-48$148,896
49-60$153,360
    
    Edward A. Money and
Marilyn J. Money,
Trustees of the Money
Family Trust; 1180
California St, Suite B, 
Corona, CA 92878Kesslers Team
Sports, Inc.
    
    930 East Main St,
Richmond, IN 47374
    
    76,000 sq. ft.
    
    Lease; expires in
2009
    
    $136,800 (base)
Base Rent + real estate
taxes + insurance +
utilities
    
    RPD Services, Inc.; 920
and 930 E. Main St.,
Richmond, IN 47374
22 N. 11th
Street, Richmond, IN
47374Kesslers Team
Sports, Inc.
    
    192 West Joliet 
Street, Ste. C
Crown Point, IN 
46307
    
    2,000 sq. ft.
    
    Month/month
    
    Beginning Base Rent
$800/mo. $825 first
renewal; $850 ($10,200)
second renewal
$800 deposit
    
    Struebig Development, Inc.
1110 Merrillville Road 
Crown Point, IN 46307Kesslers Team
Sports, Inc.
    
    2802 Congressional
Pkwy, #B, Fort
Wayne, IN 46808
    
    1,500 sq. ft.
    
    Lease expires in
2008
    
    $9,150 (base)
$1,000 deposit
5% late fee after 15
days
    
    The Fleming Group, LLC 
Attn: A. V. Fleming
2014 Lakewood Drive
Fort Wayne, IN 46819Kesslers Team
Sports, Inc.
    
    7215 East
21st
Street, Suite G,
Indianapolis, IN
46219
    
    3,200 sq.ft.
    
    Month/month
    
    $24,804 till May 2007
$25,608 till May 2009
Renewal at FMV, not to
exceed 10%
    
    Justus Home Builders, Inc.
1398 North Shadeland Ave.
Post Office Box 19409
Indianapolis, IN 46219




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##### 



FINAL DISCLOSURE SCHEDULES
 Name and Address ofOwner (if leased) orOwned/Leased
    
    
    
    
    
    Third-Party Operator (ifCredit
    
    
    
    
    
    
    
    /Operated by
    
    Annualized
    
    operated by a thirdParty
    
    Address
    
    Size
    
    Third Party
    
    Rent
    
    party)Kesslers Team
Sports, Inc.
    
    117 East Markland
Avenue, Kokomo, IN
46901
    
    4,700 sq. ft.
    
    Month/month
    
    $27,000
Renewals @ base + CPI
with $28,800 max for
1st and
$30,000 for
2nd &
3rd
5% late fee after 5 days
    
    Eva Hutto Estate 
Phillip Hutto-Personal Rep.
1001 East Walnut Street
Kokomo, IN 46901Kesslers Team
Sports, Inc.
    
    1112 Ohio Street,
Terre Haute, IN
47807
    
    950 sq. ft.
    
    Month/month
    
    $8,076 + $673 deposit
$10/day late fee after
10 days
    
    Dix Real Estate
1540 South 3rd
Street, Suite B 
Terre Haute, IN 47802Kesslers Team
Sports, Inc.
    
    6442 Metro Court,
Unit E, Bedford
Heights, OH 44146
    
    2,200 sq, ft.
    
    Month/month
    
    $8,796 for initial term;
$9,360 1st
renewal
$9,900 2nd
renewal
    
    Metro Industrial Park, Inc.
24733 Aurora Road
Bedford Heights, OH 44146Kesslers Team
Sports, Inc.
    
    801 Busch Court,
Columbus, OH 43229
    
    3,580 sq. ft.
    
    Month/month
    
    $21,486 Base +
$4,476.24 exp.
estimated @
$1.25/sq.ft./yr.
$1,939.70 dep.
    
    Shale Partners, Ltd.
Post Office Box 365
Dublin, OH 43017Kesslers Team
Sports, Inc.
    
    10138
Transportation Way
Cincinnati, OH
45246
    
    1,000 sq. ft.
    
    Month/month
    
    Unknown
    
    TBG Baseball Investors
10135 Transportation Way
Cincinnati, OH 45246




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##### 



FINAL DISCLOSURE SCHEDULES
 Name and Address ofOwner (if leased) orOwned/Leased
    
    
    
    
    
    Third-Party Operator (ifCredit
    
    
    
    
    
    
    
    /Operated by
    
    Annualized
    
    operated by a thirdParty
    
    Address
    
    Size
    
    Third Party
    
    Rent
    
    party)Kesslers Team
Sports, Inc.
    
    7103 Chancellor
Drive, Suite 200
Cedar Falls, IA
50613
    
    2,775 sq. ft.
    
    Lease expires in
2008
    
    $22,176 1st
yr
$24,948 2nd
yr
$27,720 3rd
yr
1st renewal
@ $30,492
2nd renewal
@same increase as
1st + CPI
adjustment
All rent + CAM est. of
$758/mo
    
    Crestwood, Ltd.
26301 Siena Drive
Bonita Springs, FL 34134Kesslers Team
Sports, Inc.
    
    605 North Logan,
Danville, IL 61832
    
    600 sq. ft.
    
    Month/month
    
    $2,880
$240 deposit
    
    George Weller & Associates
605 North Logan Avenue
Post Office Box 1102
Danville, IL 61834-1102Kesslers Team
Sports, Inc.
    
    110 East Sangamon
Rantoul, IL 61866
    
    1,800 sq. ft.
    
    Month/month
    
    Unknown
    
    Team Screenprinting
Post Office Box 940
Rantoul, IL 61866Kesslers Team
Sports, Inc.
    
    3501 Winchester Road
Springfield, IL
62707
    
    1,200 sq. ft.
    
    Lease expires 11/07
    
    $8,400 to 11/30/03
$8,700 next 24 mo to
11/30/05
$9,000 next 24 mo to
11/30/07
    
    Steve Wells
2601 Colt Road
Springfield, IL 62707Kesslers Team
Sports, Inc.
    
    1611
24th
Avenue
Gulfport, MS 39501
    
    3,200 sq. ft.
    
    Lease expires 7/07
    
    $19,800
$1,650 deposit
    
    Hancock Bank Trust Dept.
Denise Parker, Trust
Officer
Post Office Box 4019
Gulfport, MS 39502Kesslers Team
Sports, Inc.
    
    10010 Highway 92,
Suite 160
Woodstock, GA 30188
    
    2,000 sq. ft.
    
    Lease expires 5/08
    
    $24,756 beginning
5/30/03 with 2% yearly
increase
    
    Ackerman & Co. 
1040 Crown Pointe Parkway,
Suite 200
Atlanta, GA 30338




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##### 



FINAL DISCLOSURE SCHEDULES
 Name and Address ofOwner (if leased) orOwned/Leased
    
    
    
    
    
    Third-Party Operator (ifCredit
    
    
    
    
    
    
    
    /Operated by
    
    Annualized
    
    operated by a thirdParty
    
    Address
    
    Size
    
    Third Party
    
    Rent
    
    party)Kesslers Team
Sports, Inc.
    
    201C Central Park
Dr., Suite 1190,
Knoxville, TN 37922
    
    4,000 sq. ft.
    
    Lease expires 8/06
    
    $27,000 + $5,640 =
$32,640 for 05-06 term
    
    All Eleven
f/k/a Centre Park Trade
Centre, Ltd.
c/o Wood Properties, Inc.
1600 Riverview Tower
900 South Gay Street
Knoxville, TN 37902Kesslers Team
Sports, Inc.
    
    #7 Clearwater
Drive, Suite A,
Little Rock, AR
72204
    
    5,000 sq. ft.
    
    Lease expires 3/08
    
    $20,760 Base rent +
7.75% of Operating
Expenses
21/2 % increase/yr
    
    Little Rock Investments LLC 
c/o Dickson Flake Partners
Inc.
400 W. Capitol Ave Ste 1200
Little Rock, AR 72201Kesslers Team
Sports, Inc.
    
    9433 East 51st
Street, Tulsa, OK
74145
    
    4,500 sq. ft.
    
    Lease expires 8/07
    
    $21,3001st
year
$22,9562nd
& 3rd
$23,844 4th
year
$23,844 for
5th &
6th year renewals
+ $675 estimate for OE
+ $2,400 deposit
    
    SK Properties, LP
150 N. Market
Wichita, KS 67202
Rent paid to: CB Richardson Ellis, Okla.
Dept. 1518
Tulsa, OK 74143Kesslers Team
Sports, Inc.
    
    5202 A Brookhollow
Parkway, Norcross,
GA 30071
    
    10,000 sq. ft.
    
    Lease expires 2/08
    
    $51,000 1st
& 2nd
$53,040 3rd
yr.
$55,162 4th
yr
$57,360 5th
yr.
    
    Brookhollow Associates
c/o Perdue Management Co.
340 E. Paces Ferry Road
Atlanta, GA 30305Kesslers Team
Sports, Inc.
    
    216 North Meridian
St.
Portland, IN 47371
    
    2,000 sq. ft.
    
    Lease expires 11/06
    
    $ 4800
    
    
    
    Sandy Bubp
121 North Meridian
Portland, IN 47371




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##### 



FINAL DISCLOSURE SCHEDULES
 Name and Address ofOwner (if leased) orOwned/Leased
    
    
    
    
    
    Third-Party Operator (ifCredit
    
    
    
    
    
    
    
    /Operated by
    
    Annualized
    
    operated by a thirdParty
    
    Address
    
    Size
    
    Third Party
    
    Rent
    
    party)Dixie Sporting
Goods Co., Inc.
    
    2400 Westwood
Avenue, Richmond,
VA 23230
    
    37,300 sq ft.
    
    Lease Expires in
2008
    
    $74,376 Base for first
year in 1995
$101,364 for
10th
$127,200 base effective
3/1/05 with 3% increase
each year for `06 and
`07
    
    The Wilton Companies;
10625 Patterson Avenue,
Richmond, VA 23233
c/o Hunter Cockrell
4901 Dickens Road, Suite
100
P.O. Box 6895
Richmond, VA 23230-6895Dixie Sporting
Goods Co., Inc.
    
    1244B Executive
Boulevard, Suite
103, Chesapeake, VA
23320-2807
    
    2,360 sq. ft.
    
    Lease expires
12/31/05
    
    $13,2161998
$14,042-1999
Per 3rd
Amendment:
$16,284-2004
$16,780-2005
    
    1985 Associates
c/o Advantis Real Estate
Services Company
900 World Trade Centre
101 West Main Street
Norfolk, VA 23510-1687Dixie Sporting
Goods Co., Inc.
    
    4515 Daly Drive,
Suite J, Chantilly,
VA 20151
    
    1,925 sq. ft.
    
    Lease expires
12/31/05
    
    $22,619  1st
$23,523  2nd
$24,464  3rd
$25,443  4th
$26,461  5th
    
    Wilbur L. McBay, Trustee
c/o Transwestern Carey
Winston, LLC
P.O. Box 64925
Baltimore, MD 21264-4925Dixie Sporting
Goods Co., Inc.
    
    7841-D Rolling Road,
Springfield, VA
22153
    
    1,765 sq. ft.
    
    Lease expires in
2008
    
    $28,240 Base
1st year
3% increase each year
Renewals:
$39,514  1st
$41,489  2nd
$43,564  3rd
    
    SV Enterprises, LLC, c/o 
Pointe Real Estate, P.O.
Box 222912, Chantilly, VA
22153Dixie Sporting
Goods Co., Inc.
    
    619 Florida St.,
Salem, VA 24153
    
    1,650 sq. ft.
    
    Month/month
    
    $9,750 for
1st yr
3% annual increase
    
    Vickey Shavely
P.O. Box 20809
Roanoke, VA 24018




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##### 



FINAL DISCLOSURE SCHEDULES
 Name and Address ofOwner (if leased) orOwned/Leased
    
    
    
    
    
    Third-Party Operator (ifCredit
    
    
    
    
    
    
    
    /Operated by
    
    Annualized
    
    operated by a thirdParty
    
    Address
    
    Size
    
    Third Party
    
    Rent
    
    party)Dixie Sporting
Goods Co., Inc.
    
    15 Glen Bridge
Road, Suite C,
Arden, NC
28704-8481
    
    1,670 sq. ft.
    
    Month/month
    
    $13,200 for
1st yr
$13,560 2nd
year
$14,046 beginning 1/1/05
    
    RC Warehousing
5 Taylor Street
Asheville, NC 28804Dixie Sporting
Goods Co., Inc.
    
    501 Deacon Blvd. 
Winstom-Salem, NC
27105
    
    3,000 sq. ft.
    
    Month/month
    
    $33,000 for
1st yr
2 1/2 % increase per year
    
    Wake Forest University
P.O. Box 7477
Winston-Salem, NC 27109Dixie Sporting
Goods Co., Inc.
    
    2040-J South Park
Drive,
Winterville, NC
28590
    
    2,500 sq. ft.
    
    Lease expires in
2010
    
    $18,372 first 5 years
$20,362 for renewal
    
    Soddy & Soddy Properties
5351 Reedy Branch Road
Winterville, NC 28590Dixie Sporting
Goods Co., Inc.
    
    4221 Garrett Road,
Suite 8
Durham, NC 27707
    
    2,500 sq. ft
    
    Lease expires in 2010
    
    Free rent & fees
4/24/05 to 6/30/05
$23,258 Base beginning
7/1/05
5/1/08 rent increases 3%
    
    Gold Centre Limited
Partnership
P.O. Box 2734
Chapel Hill, NC 27515-2734
cc: John A. Northen
Post Office Box 2208
Chapel Hill, NC 27515-2208Dixie Sporting
Goods Co., Inc.
    
    150 Front Street,
Suite B
Marietta, OH 45750
    
    1,400 Sq. Ft.
    
    Lease expires in 2008
    
    $12,000 1st
year
$13,200 2nd
year
$14,400 3rd
year
$18,000 for 3-year
renewal
    
    H & H Rentals
154 Front Street
P.O. Box 447
Marietta, OH 45750Dixie Sporting
Goods Co., Inc.
    
    309 Hwy. 64/264
Manteo, NC 27954
    
    350 sq. ft
    
    Month/month
    
    $6,300 1st
year
Renewal at comparable
rent as determined by
Landlord
    
    Ray E. Hollowell, Jr.
c/o Bruce Miller, CPA
137 Owens Beach Road
Extended 
Harbinger, NC 27941




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##### 



FINAL DISCLOSURE SCHEDULES
 Name and Address ofOwner (if leased) orOwned/Leased
    
    
    
    
    
    Third-Party Operator (ifCredit
    
    
    
    
    
    
    
    /Operated by
    
    Annualized
    
    operated by a thirdParty
    
    Address
    
    Size
    
    Third Party
    
    Rent
    
    party)Dixie Sporting
Goods Co., Inc.
    
    42 Euclid Avenue
Bristol, VA 24201
    
    1,200 sq. ft.
    
    Lease Expires
12/31/06
    
    $7,260 + $5/month for
trash
3% increase for each
renewal
    
    John Ed Fuller, President
Stone & Stone, Inc.
50 Euclid Avenue
Bristol, VA 24201Dixie Sporting
Goods Co., Inc.
    
    2400 Westwood
Avenue, Suites H&I,
Richmond, VA 23230
    
    4,960 sq. ft.
    
    Lease Expires 2011
    
    Base Rent + pro rated
tax & ins.
Year 1 $35,712
Year 2 $35,160
Year 3 $38,256
Year 4 $39,594
Year 5 $40,980
$3,286 deposit
    
    9301 Monroe, LLC
c/o Levine Properties, Inc.
Post Office Box 2439
Matthews, NC 28106Dixie Sporting
Goods Co., Inc.
    
    One Holland Place,
Suite 210
2235 Staples Mill
Road 
Richmond, VA
    
    
    3,482
    
    
    Lease expires
December 2008
    
    Base Rent + pro-rata
share of operating
expenses
Year1  $53,134;
Year 2  $55,573;
Year 3  $57,244
    
    Lar Don Realty LC 
301 Yamato Road, Suite 3101
Boca Raton, FL 33431CMS of Central
Florida, Inc.
    
    751 Central Park
Drive, Sanford, FL
32771
    
    12,000 sq. ft.
    
    Lease; expires in
2010
    
    05-06 = $76,500
06-07 = $80,340
07-08 = $84,348
08-09 = $88,560
09-10 = $93,000

All rent + CAM and taxes
    
    McWeeney Smith 
Partnership; 8600 Venezia 
Drive, #2235, Orlando, FL
32810




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##### 



FINAL DISCLOSURE SCHEDULES
 Name and Address ofOwner (if leased) orOwned/Leased
    
    
    
    
    
    Third-Party Operator (ifCredit
    
    
    
    
    
    
    
    /Operated by
    
    Annualized
    
    operated by a thirdParty
    
    Address
    
    Size
    
    Third Party
    
    Rent
    
    party)CMS of Central
Florida, Inc.
    
    900 Central Park
Drive, Sanford, FL
32771
    
    6,250 sq. ft.
    
    Lease; expires in
2006
    
    Base rent of $31,250
+sales tax of $2,187=
$33,438
$2,604.17 deposit; 5%
late fee after 7 days
    
    Avatar Institute, LLC, 900
Central Park Drive,
Sanford, FL 32771CMS of Central
Florida, Inc.
    
    7029-5 Commonwealth
Ave., Jacksonville,
FL 32220
    
    1,800 sq. ft.
    
    Lease; expires in
2006
    
    Months: 1-12 = $18,900
13-24=$19,269
25-36=$19,649
+CAM (inc. capital
improvements) & taxes
    
    Easton, Sanderson & Co.,
300 East State Street, 
Jacksonville, FL 32202CMS of Central
Florida, Inc.
    
    21113 Johnson
Street, Suite 130, 
Pembroke Pines, FL
33029
    
    2,700 sq. ft.
    
    Lease; expires in
2007
    
    $30,000 Base Rent +
sales tax
$5,000 deposit ($2,300
prior dep + $2,700)
    
    Chapel Trail Associates,
Ltd.; 21011 Johnson, St.,
Suite 101, Pembroke Pines,
FL 33029Salkeld & Sons, Inc.
    
    575 William Latham
Drive, Bourbonnais,
IL 60914
    
    10,000 sq. ft.
    
    Lease; expires in
2009
    
    $96,000
Rent increases 2%/mo
for each 2yr renewal
$8,000 deposit & $400
late fee after
10th
    
    First American Bank,
Trustee




---



##### 



FINAL DISCLOSURE SCHEDULES
 Name and Address ofOwner (if leased) orOwned/Leased
    
    
    
    
    
    Third-Party Operator (ifCredit
    
    
    
    
    
    
    
    /Operated by
    
    Annualized
    
    operated by a thirdParty
    
    Address
    
    Size
    
    Third Party
    
    Rent
    
    party)Salkeld & Sons, Inc.
    
    1605 Commerce
Drive, Bourbonnais,
IL 60914
    
    16,000 sq. ft.
    
    Lease; expires in
2010
    
    $72,000 until new space
is completed then
$126,000 with 12% late
fee after 5 days
2% rent increase for
each renewal term
    
    Albert A. Messier; 1605
Commerce Drive, 
Bourbonnais, 
IL 60914




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 3.17
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Environmental Compliance




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 3.18
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Intellectual Property
 Patents /
    
    
    
    Copyrights /Registration
    
    
    
    Registration oror Application
    
    Trademarks / Registration or
    
    ApplicationCredit Party
    
    Numbers
    
    Application Numbers
    
    NumbersCollegiate Pacific
Inc.
    
    
    
    Mark 1/2261716
    
    SEC Footbal/VA-26-010Collegiate Pacific
Inc.
    
    
    
    Mark 1 (with logo)/2447836
    
    The Fleece beast/VA-210-638Collegiate Pacific
Inc.
    
    
    
    Collegiate Pacific/2278787Collegiate Pacific
Inc.
    
    
    
    CP Collegiate Pacific/2262148Collegiate Pacific
Inc.
    
    
    
    Funnets/2425244




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 3.19
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Owned Real Estate




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 5.1
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Debt
 Descriptions
    
    AmountsIndenture, dated as of November 26, 2004, by and between
Collegiate Pacific Inc. and The Bank of New York Trust Company
N.A., as Trustee.
    
    $
    40,000,000Promissory Note, dated July 26, 2004, executed by Collegiate
Pacific Inc. payable to Kenneth L. Caravati in the stated
principal amount of:
    
    $
    250,000Promissory Note, dated July 26, 2004, executed by Collegiate
Pacific Inc. payable to C. Michael Caravati in the stated
principal amount of:
    
    $
    250,000Promissory Note, dated May 11, 2005, executed by Collegiate
Pacific Inc. payable to Albert A. Messier in the stated
principal amount of:
    
    $
    100,000Promissory Note, dated May 11, 2005, executed by Collegiate
Pacific Inc. payable to Daniel F. Salkeld in the stated
principal amount of:
    
    $
    130,000




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##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 5.2
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Liens




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 5.3
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Contingent Obligations




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 5.8
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Investments




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 5.9
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Affiliate Transactions
 DescriptionIndemnification Agreement, dated as of January 31, 2006, by and between
Collegiate Pacific Inc. and Adam Blumenfeld.Indemnification Agreement, dated as of January 31, 2006, by and between
Collegiate Pacific Inc. and Michael J. Blumenfeld.Indemnification Agreement, dated as of January 31, 2006, by and between
Collegiate Pacific Inc. and Arthur J. Coerver.Indemnification Agreement, dated as of January 31, 2006, by and between
Collegiate Pacific Inc. and Jeff Davidowitz.Indemnification Agreement, dated as of January 31, 2006, by and between
Collegiate Pacific Inc. and William R. Estill.Indemnification Agreement, dated as of January 31, 2006, by and between
Collegiate Pacific Inc. and Kurt Hagan.Indemnification Agreement, dated as of January 31, 2006, by and between
Collegiate Pacific Inc. and Robert W. Hampton.Indemnification Agreement, dated as of January 31, 2006, by and between
Collegiate Pacific Inc. and Harvey Rothenberg.Indemnification Agreement, dated as of January 31, 2006, by and between
Collegiate Pacific Inc. and Tevis Martin.Indemnification Agreement, dated as of January 31, 2006, by and between
Collegiate Pacific Inc. and William H. Watkins, Jr.




---



##### 



FINAL DISCLOSURE SCHEDULES
 DescriptionEmployment Agreement, dated January 9, 2004, by and between Collegiate Pacific
Inc. and Thomas C. White.Employment Agreement, dated January 9, 2004, by and between Collegiate Pacific
Inc. and Mark S. Harpin.Employment Agreement, dated April 1, 2004, by and between Kesslers Team Sports,
Inc. and Robert Dickman.Employment Agreement, dated April 1, 2004, by and between Kesslers Team Sports,
Inc. and Daniel Dickman.Employment Agreement, dated April 1, 2004, by and between Kesslers Team Sports,
Inc. and Phil Dickman.Employment Agreement, dated April 1, 2004, by and between Kesslers Team Sports,
Inc. and Steve Carloni.Employment Agreement, dated July 23, 2004, by and between Dixie Sporting Goods
Co., Inc. and Keneth L. Caravati.Employment Agreement, dated July 23, 2004, by and between Dixie Sporting Goods
Co., Inc. and C. Michael Caravati.Employment Agreement, dated July 23, 2004, by and between Dixie Sporting Goods
Co., Inc. and Kenneth L. Caravati.Employment Agreement, dated December 10, 2004, by and between CMS of Central
Florida Inc. and Michael McWeeney.Employment Agreement, dated May 11, 2005, by and between Salkeld & Sons Inc.
and Albert A. Messier.Employment Agreement, dated May 11, 2005, by and between Salkeld & Sons Inc.
and Daniel F. Salkeld.Lease Agreement, dated April 1, 2004, by and between Collegiate Pacific Inc.
and RPD Services, Inc.Lease Agreement, dated December 10, 2005, by and between McWeeney Smith
Partnership and CMS of Central Florida, Inc d/b/a Orlando Team Sports.Lease Agreement, dated as of August 1, 2005, by and among Salkeld & Sons,
Inc. and Albert A. Messier.Lease Agreement, dated as of October 1, 2004 by and between Salkeld & Sons,
Inc. and First American Bank.Promissory Note, dated July 26, 2004, executed by Collegiate Pacific Inc.
payable to Kenneth L. Caravati in the stated principal amount of $250,000.Promissory Note, dated July 26, 2004, executed by Collegiate Pacific Inc.
payable to C. Michael Caravati in the stated principal amount of $250,000.Promissory Note, dated May 11, 2005, executed by Collegiate Pacific Inc.
payable to Albert A. Messier in the stated principal amount of:




---



##### 



FINAL DISCLOSURE SCHEDULES
 DescriptionPromissory Note, dated May 11, 2005, executed by Collegiate Pacific Inc.
payable to Daniel F. Salkeld in the stated principal amount of:Change in Control Agreement, dated June 20, 2006, by and between Collegiate
Pacific Inc. and Michael J. Blumenfeld.Change in Control Agreement, dated June 20, 2006, by and between Collegiate
Pacific Inc. and Adam Blumenfeld.Change in Control Agreement, dated June 20, 2006, by and between Collegiate
Pacific Inc. and William R. Estill.Change in Control Agreement, dated June 20, 2006, by and between Collegiate
Pacific Inc. and Arthur J. Coerver.Change in Control Agreement, dated June 20, 2006, by and between Collegiate
Pacific Inc. and Harvey Rothenberg.Change in Control Agreement, dated June 20, 2006, by and between Collegiate
Pacific Inc. and Tevis Martin.Change in Control Agreement, dated June 20, 2006, by and between Collegiate
Pacific Inc. and Kurt Hagan.Change in Control Agreement, dated June 20, 2006, by and between Collegiate
Pacific Inc. and Bob Dickman.As requested by Collegiate Pacific Inc. from time to time, Sport Supply Group,
Inc. will (a) render various payroll processing and human resource services to
Collegiate Pacific Inc. and its subsidiaries and (b) make office space
available to Collegiate Pacific Inc. at its corporate office and warehouse
facility located at 1901 Diplomat Drive, Dallas, Texas. Collegiate Pacific
Inc. and Sport Supply Group, Inc. engaged in arms-length negotiations of the
fees to be charged and paid for the services and office space, and believe in
each instance that the fees are consistent with comparable market rates. The
aggregate monthly fees to be paid by Collegiate Pacific Inc. under this
arrangement are approximately $20,000.




---



##### 



FINAL DISCLOSURE SCHEDULES
 SCHEDULE 5.13
to
CREDIT AGREEMENT
AMONG
 COLLEGIATE PACIFIC INC.,
 MERRILL LYNCH CAPITAL,
A Division of Merrill Lynch Business Financial Services Inc.,
as Administrative Agent, as a Lender and
as Sole Bookrunner and Sole Lead Arranger
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO
 Business Description