EX-10.1






AMENDMENT NO. 1 TO AMENDED AND

RESTATED CREDIT AGREEMENT




AMENDMENT NO. 1 (this “Amendment”) dated as of January 7, 2008, to the AMENDED AND
RESTATED CREDIT AGREEMENT dated as of October 30, 2007 among SPORT SUPPLY GROUP, INC., a Delaware
corporation (“Borrower”), the financial institutions or other entities listed on the
signature pages hereto (each, a “Lender”), MERRILL LYNCH COMMERCIAL FINANCE CORP. (an
assignee of Merrill Lynch Business Financial Services Inc.’s interests) (“MLCFC”), as a
Lender (including as the Lender of WCMA Loans), as Administrative Agent (in such capacity, the
“Administrative Agent”), Sole Bookrunner and Sole Lead Arranger.



BACKGROUND




Borrower, Administrative Agent and Lenders are parties to an Amended and Restated Credit
Agreement dated as of October 30, 2007 (as amended, restated, supplemented or otherwise modified to
date, the “Credit Agreement”) pursuant to which Administrative Agent and Lenders provide
Borrower with certain financial accommodations.



Borrower has requested that Administrative Agent and Lenders amend the Credit Agreement, and
Administrative Agent and Lenders are willing to do so on the terms and conditions hereafter set
forth.



MLCFC has advised Borrower and the other Lenders that Merrill Lynch Business Financial
Services Inc. (“MLBFS”), as a Lender (including as the Lender of WCMA Loans), has assigned
to MLCFC its rights and obligations under, and interests in and to, the Credit Agreement and the
other Financing Documents, and that MLBFS has resigned as Administrative Agent under the Credit
Agreement and has appointed MLCFC as successor Administrative Agent.



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



1. Definitions. Capitalized terms used but not defined in this Amendment shall have
shall have the meanings given to them in the Credit Agreement.



2. Amendment to Credit Agreement. Subject to satisfaction of the conditions precedent
set forth in Section 4 below, Section 5.4 of the Credit Agreement is hereby amended by deleting the
reference to “$5,000,000” contained in clause (c) of that section and by inserting “$10,000,000” in
its place.



3. New Lender and Successor Administrative Agent.



(a) Borrower, Lenders and Administrative Agent each hereby acknowledge, and waive any
non-compliance by MLBFS or MLCFC with the Credit Agreement (including, without limitation, Section
12.6 of the Credit Agreement) or any other Financing Documents in respect of, the assignment,
effective as of December 29, 2007, by MLBFS to MLCFC of all of MLBFS’s rights and obligations
under, and interests in and to, the Credit Agreement and the other Financing Documents.



(b) Notwithstanding the provisions of the Credit Agreement, Borrower, Lenders and
Administrative Agent each hereby acknowledge, and Lenders each hereby consent and agree to, the
resignation, effective as of December 29, 2007, of MLBFS as Administrative Agent under the Credit
Agreement and the appointment, effective as of December 29, 2007, of MLCFC as successor
Administrative Agent.



4. Condition to Effectiveness. This Amendment shall become effective upon the due
execution by each of Borrower, Dixie Sporting Goods Co., Inc., Kesslers Team Sports, Inc., Lenders
and Administrative Agent of a counterpart of this Amendment and delivery of each such counterpart
to Administrative Agent.



5. Representations and Warranties. Borrower hereby represents and warrants that: (a)
this Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding
obligations of Borrower and are enforceable against Borrower in accordance with their respective
terms; (b) upon the effectiveness of this Amendment, Borrower and each Guarantor hereby reaffirms
all covenants, representations and warranties made in the Credit Agreement and the other Financing
Documents to the extent the same are not amended hereby and agree that all such covenants,
representations and warranties shall be deemed to have been remade as of the effective date of this
Amendment, except to the extent that any such representation or warranty relates to a specific
date, in which case such representation or warranty shall be true and correct as of such earlier
date; and (c) no Default or Event of Default has occurred and is continuing or would exist after
giving effect to this Amendment.



6. Effect on the Credit Agreement. Except as specifically amended herein, the Credit
Agreement, and all other Financing Documents shall remain in full force and effect, and are hereby
ratified and confirmed. Upon the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean
and be a reference to the Credit Agreement as amended hereby, and each reference to “Merrill Lynch”
and “Merrill Lynch Business Financial Services Inc.” shall mean and be a reference to MLCFC.
Except as expressly provided in Section 3 hereof, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Administrative Agent or
Lenders, nor constitute a waiver of any provision of the Credit Agreement, or any other documents,
instruments or agreements executed and/or delivered under or in connection therewith.



7. Governing Law. This Amendment 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.



8. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.



9. Counterparts; Facsimile. This Amendment may be executed by the parties hereto in
one or more counterparts, each of which shall be deemed an original and all of which when taken
together shall constitute one and the same agreement. Any signature delivered by a party by
facsimile transmission shall be deemed to be an original signature hereto.



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[SIGNATURE PAGE TO AMENDMENT NO. 1

TO SSG AMENDED AND RESTATED CREDIT AGREEMENT]




IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written
above.




SPORT SUPPLY GROUP, INC.




By:      

John Pitts, Chief Financial Officer





MERRILL LYNCH COMMERCIAL FINANCE CORP., as Administrative
Agent and a Lender (including as WCMA Lender)




By:      

Brian Talty, Vice President





BANK OF AMERICA, N.A., as a Lender




By:      

Charles Dale, Vice President




Consented to and Agreed:



DIXIE SPORTING GOODS CO., INC.



By:      

John Pitts, Chief Financial Officer




KESSLERS TEAM SPORTS, INC.



By:      

John Pitts, Chief Financial Officer





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