EX-10.1






Exhibit 10.1




SEVENTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




          SEVENTH AMENDMENT, dated as of July 31, 2008, to the Second Amended and Restated Credit
Agreement referred to below (this “Amendment”), by and among DICK’S SPORTING GOODS, INC., a
Delaware corporation (“Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as Agent for the Lenders (in such capacity “Agent”), and the Lenders signatory
hereto.




W I T N E S S E T H:




          WHEREAS, Borrower, the other Loan Parties signatory thereto, Agent and Lenders are parties to
that certain Second Amended and Restated Credit Agreement, dated as of July 28, 2004 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
and




          WHEREAS, Borrower, Agent and Required Lenders have agreed to amend certain provisions of 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, Borrower, Agent and
Required Lenders hereby agree as follows:




          1. Definitions. Capitalized terms not otherwise defined herein (including in the
Recitals hereto) shall have the meanings ascribed to them in the Credit Agreement as amended hereby
(the “Amended Credit Agreement”).




          2. Amendment to Section 6.3 of the Credit Agreement. Section 6.3 of the
Credit Agreement is hereby amended as of the Effective Date by deleting the word “and” before
clause (n) therein and inserting a new clause (o) at the end of clause (n) to read as follows:





“; (o) Capital Lease Obligations incurred by Borrower in connection with the
construction of a new corporate headquarters to be located in the Township of
Findlay, Allegheny County, Pennsylvania, containing 116 acres, with Horizon DSG
Associates, LP as Landlord (the “New Dick’s HQ”), in a maximum outstanding
aggregate amount not to exceed $150,000,000.”



          3. Amendment to Section 6.7 of the Credit Agreement. Section 6.7 of the
Credit Agreement is hereby amended as of the Effective Date by deleting clause (c) therein in its
entirety and inserting in lieu thereof a new clause (c) to read as follows:




 









 









“(c) purchase money Liens or purchase money security interests upon or in Equipment
acquired by any Loan Party in the ordinary course of business to secure the
purchase price of such Equipment or to secure Capital Lease Obligations, in each
case, permitted under (i) clause (c) of Section 6.3 incurred solely for the
purpose of financing the acquisition of such Equipment or (ii) clause (o) of
Section 6.3 incurred solely for the purpose of financing the construction of the
New Dick’s HQ, and Liens granted pursuant to the Bank of America Lease and the
Collateral Assignment of Purchase Agreement, in each case as in effect on February
28, 2007, to secure, among other things, the obligations evidenced by the Progress
Payment Promissory Note;”



          4. Representations and Warranties. To induce Required Lenders and Agent to enter into
this Amendment, Borrower hereby represents and warrants that, after giving effect to this
Amendment:





	 	(a)	 	Each of the execution, delivery and performance by Borrower and each other
Loan Party which is party to the Guaranty of this Amendment and the performance of the
Amended Credit Agreement are (i) within Borrower’s and each such Loan Party’s
corporate power and have been duly authorized by all necessary corporate and
shareholder action; (ii) do not contravene any provision of any Loan Party’s charter
or bylaws or equivalent organizational or charter or other constituent documents;
(iii) do not violate any law or regulation, or any order or decree of any court or
Governmental Authority; (iv) do not conflict with or result in the breach or
termination of, constitute a default under or accelerate or permit the acceleration of
any performance required by, any indenture, mortgage, deed of trust, lease, agreement
or other instrument to which any Loan Party is a party or by which any Loan Party or
any of its property is bound; (v) do not result in the creation or imposition of any
Lien upon any of the property of any Loan Party other than those in favor of Agent, on
behalf of itself and the Lenders, pursuant to the Loan Documents; and (vi) do not
require the consent or approval of any Governmental Authority or any other Person.
	 
	 	(b)	 	This Amendment has been duly executed and delivered by or on behalf of
Borrower and each other Loan Party which is party to the Guaranty.
	 
	 	(c)	 	Each of this Amendment and the Amended Credit Agreement constitutes a legal,
valid and binding obligation of Borrower and each such Loan Party enforceable against
Borrower and such Loan Party in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’




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	 	 	 	rights generally and by general equitable principles (whether enforcement is sought
by proceedings in equity or at law).
	 
	 	(d)	 	No Default or Event of Default has occurred and is continuing both before and
after giving effect to this Amendment.
	 
	 	(e)	 	No action, claim or proceeding is now pending or, to the knowledge of any
Loan Party signatory hereto, threatened against such Loan Party, at law, in equity or
otherwise, before any court, board, commission, agency or instrumentality of any
federal, state, or local government or of any agency or subdivision thereof, or before
any arbitrator or panel of arbitrators, which challenges such Loan Party’s right,
power, or competence to enter into this Amendment or, to the extent applicable,
perform any of its obligations under this Amendment, the Amended Credit Agreement or
any other Loan Document, or the validity or enforceability of this Amendment, the
Amended Credit Agreement or any other Loan Document or any action taken under this
Amendment, the Amended Credit Agreement or any other Loan Document or which if
determined adversely could have or result in a Material Adverse Effect. To the
knowledge of each Loan Party, there does not exist a state of facts which is
reasonably likely to give rise to such proceedings.
	 
	 	(f)	 	All representations and warranties of the Loan Parties contained in the
Credit Agreement and the 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.





          5. Remedies. This Amendment shall constitute a Loan Document. The breach by any Loan
Party of any representation, warranty, covenant or agreement in this Amendment shall constitute an
immediate Event of Default hereunder and under the other Loan Documents.




          6. No Other Amendments/Waivers. Except as expressly provided for 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, this Amendment shall not be deemed a
waiver of any term or condition of any Loan Document by the Agent or the Lenders with respect to
any right or remedy which the Agent or the Lenders may now or in the future have under the Loan
Documents, at law or in equity or otherwise or be deemed to prejudice any rights or remedies which
the Agent or the Lenders may now have or may have in the future under or in connection with any
Loan Document or under or in connection with any Default or Event of Default which may now exist or
which may occur after the date hereof. The Credit Agreement and all other Loan Documents are
hereby in all respects ratified and confirmed.




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          7. Waiver of Claims. 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
Indemnified Person 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 Effective Date.




          8. Fees and 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.




          9. Effectiveness. This Amendment shall become effective as of July 31, 2008 (the
“Effective Date”) only upon satisfaction in full in the judgment of the Agent of each of
the following conditions:





	 	(a)	 	Amendment. Agent shall have received eight (8) original copies of
this Amendment duly executed and delivered by Agent, Lenders and Borrower and
acknowledged by the other Loan Parties.
	 
	 	(b)	 	Representations and Warranties. All representations and warranties
contained in this Amendment shall be true and correct on and as of the Effective Date.





          10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK. THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL, PURSUANT TO NEW YORK
GENERAL OBLIGATIONS LAW 5-1401, FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




          11. 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.



[SIGNATURE PAGES FOLLOW]



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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:

Name:
	 	/s/ Timothy E. Kullman
 

Timothy E. Kullman
	 	 
	 

	 	Title:
	 	Executive Vice President, Finance	 	 
	 

	 	 	 	Administration	 	 
	 

	 	 	 	Chief Financial Officer	 	 






[Signature Page to Seventh Amendment to Credit Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL	 	 
	 	 	CORPORATION, as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Charles Chiodo
 

Charles Chiodo
	 	 
	 

	 	Its:
	 	Duly Authorized Signatory	 	 






[Signature Page to Seventh Amendment to Credit Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL	 	 
	 	 	CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Charles Chiodo
 

Charles Chiodo
	 	 
	 

	 	Its:
	 	Duly Authorized Signatory	 	 






[Signature Page to Seventh Amendment to Credit Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Andrew Cerusi
 

Andrew Cerusi
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page to Seventh Amendment to Credit Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Daniel O’Rourke
 

Daniel O’Rourke
	 	 
	 

	 	Title:
	 	Director	 	 






[Signature Page to Seventh Amendment to Credit Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	W. Scott Degler
 

W. Scott Degler
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page to Seventh Amendment to Credit Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	CITIZEN’S BANK OF PENNSYLVANIA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Don Cmar
 

Don Cmar
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page to Seventh Amendment to Credit Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 	 	formerly known as JP MORGAN	 	 
	 	 	CHASE BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James M. Barbato
 

James M. Barbato
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page to Seventh Amendment to Credit Agreement]




 









 




Each of the undersigned Loan Parties hereby (i) acknowledges each of the amendments and waivers 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: 

Name:

	 	/s/ John T. Wolfe
 

John T. Wolfe
	 	 
	Title:

	 	Treasurer	 	 
	 
	 	 	 	 
	DSG OF VIRGINIA, LLC
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Jeffrey R. Hennion
 

Jeffrey R. Hennion
	 	 
	Title:

	 	President	 	 
	 
	 	 	 	 
	GALYAN’S TRADING COMPANY, INC.
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Timothy E. Kullman
 

Timothy E. Kullman
	 	 
	Title:

	 	Vice President, Secretary and Treasurer	 	 
	 
	 	 	 	 
	GALYAN’S NEVADA, INC.
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Timothy E. Kullman
 

Timothy E. Kullman
	 	 
	Title:

	 	Secretary/Treasurer	 	 
	 
	 	 	 	 
	GALYAN’S OF VIRGINIA, INC.
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Timothy E. Kullman
 

Timothy E. Kullman
	 	 
	Title:

	 	Secretary/Treasurer	 	 






[Signature Page to Seventh Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	GOLF GALAXY, INC.
	 
	 	 	 	 
	By: 

Name:

	 	/s/ John T. Wolfe
 

John T. Wolfe
	 	 
	Title:

	 	Vice President/Secretary	 	 
	 
	 	 	 	 
	GOLF GALAXY GOLFWORKS, INC.
	 
	 	 	 	 
	By: 

Name:
Title:

	 	/s/ John T. Wolfe
 

John T. Wolfe

Vice President/Assistant Secretary
	 	 
	 
	 	 	 	 
	CHICK’S SPORTING GOODS, INC.
	 
	 	 	 	 
	By: 

Name:

	 	/s/ John T. Wolfe
 

John T. Wolfe
	 	 
	Title:

	 	Vice President/Assistant Treasurer	 	 






[Signature Page to Seventh Amendment to Credit Agreement]