<PAGE>
                               SECOND AMENDMENT TO
                                CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of December 31, 1998, is entered into among RIDDELL SPORTS INC., a Delaware
corporation (the "Borrower"), each of the Borrower's Material Subsidiaries
(individually a "Guarantor" and collectively the "Guarantors"), the Lenders
party to the Credit Agreement defined below (the "Lenders"), NBD BANK, as
Administrative Agent (the "Administrative Agent") for the Lenders and
NATIONSBANK, N.A., as Documentation Agent (the "Documentation Agent") for the
Lenders (the Documentation Agent, together with the Administrative Agent,
collectively the "Agents"). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given to them in the Credit
Agreement.

                                    RECITALS

         WHEREAS, the Borrower, the Guarantors, the Administrative Agent, the
Documentation Agent and the Lenders are parties to that certain Credit Agreement
dated as of June 19, 1997 (as amended by that certain First Amendment to Credit
Agreement dated as of March 31, 1998 and as may be amended, modified,
supplemented, extended or restated from time to time, the "Credit Agreement");

         WHEREAS, the Borrower has requested that the Lenders amend certain
terms set forth in the Credit Agreement; and

         WHEREAS, the Agents and the Lenders have agreed to amend certain terms
set forth in the Credit Agreement, as more fully set forth below.

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

SECTION 1 AMENDMENTS TO CREDIT AGREEMENT.

         1.1 Financial Covenants.

                  (a) The table set forth in Section 7.2(a) of the Credit
         Agreement is amended for the "Fiscal Quarter Ending" December 31, 1998
         as follows:


                              Maximum               Maximum          Minimum 
                              Adjusted            Senior Debt       Coverage 
Fiscal Quarter Ending      Leverage Ratio        Leverage Ratio       Ratio  
---------------------      --------------        --------------     -------- 

 December 31, 1998           8.50 to 1.0           .50 to 1.0      .80 to 1.0



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                  (b) The table set forth in Section 7.2(c) of the Credit
         Agreement is amended for the "Date" December 31, 1998 as follows:



               Date                   Amount
               ----                   ------

         December 31, 1998         $24,250,000


         1.2 Clean Down Period. Notwithstanding anything in Section 7.17 of the
Credit Agreement to the contrary, the Credit Parties shall not be required to
comply with the terms of Section 7.17 of the Credit Agreement for the twelve
month period ending December 31, 1998.

         1.3 Payment of Expenses. Section 11.5 of the Credit Agreement is
amended by deleting the words "Documentation Agent" in the second line thereof
and substituting the word "Agents" in replacement therefor.


SECTION 2 CONDITIONS PRECEDENT.  

         2.1 The effectiveness of this Amendment is subject to the satisfaction
of each of the following conditions:

                  (a) The Agents shall have received copies of this Amendment
         duly executed by the Credit Parties, the Agents and the Lenders.

                  (b) The Agents shall have received such other documents and
         information as either deems reasonably necessary.

SECTION 3 MISCELLANEOUS.

                  3.1 The term "Credit Agreement" as used in each of the Credit
         Documents shall hereafter mean the Credit Agreement as amended by this
         Amendment. Except as herein specifically agreed, the Credit Agreement,
         and the obligations of the Credit Parties thereunder and under the
         other Credit Documents, are hereby ratified and confirmed and shall
         remain in full force and effect according to their terms.

                  3.2 The Borrower and the Guarantors, as applicable, affirm the
         liens and security interests created and granted in the Credit
         Agreement and the Credit Documents and agree that this Amendment shall
         in no manner adversely affect or impair such liens and security
         interests.


                                       2

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                  3.3 The Borrower hereby represents and warrants to the Lenders
         and the Agents that (a) no Default or Event of Default exists and is
         continuing under the Credit Agreement; (b) all of the representations
         and warranties made in the Credit Documents are true and correct in all
         material respects as of the date hereof; and (c) the Borrower has no
         claims, counterclaims, offsets, credits or defenses to the Credit
         Documents and the performance of its obligations thereunder, or if the
         Borrower has any such claims, counterclaims, offsets, credits or
         defenses to the Credit Documents or any transaction related to the
         Credit Documents, same are hereby waived, relinquished and released in
         consideration of the Lenders' execution and delivery of this Amendment.

                  3.4 The Guarantors (a) acknowledge and consent to all of the
         terms and conditions of this Amendment, (b) affirm all of their
         obligations under the Credit Documents and (c) agree that this
         Amendment and all documents executed in connection herewith do not
         operate to reduce or discharge the Guarantors' obligations under the
         Credit Agreement or the other Credit Documents. The Guarantors
         acknowledge and agree that the Guarantors have no claims,
         counterclaims, offsets, credits or defenses to the Credit Documents and
         the performance of the Guarantors' obligations thereunder, or if a
         Guarantor did have any such claims, counterclaims, offsets, credits or
         defenses to the Credit Documents or any transaction related to the
         Credit Documents, the same are hereby waived, relinquished and released
         in consideration of the Lenders' execution and delivery of this
         Amendment.

                  3.5 Each of the Borrower, the Guarantors, the Agents and the
         Lenders party hereto represents and warrants as follows:

                  (a) It has taken all necessary action to authorize the
         execution, delivery and performance of this Amendment.

                  (b) This Amendment has been duly executed and delivered by
         such party and constitutes such party's legal, valid and binding
         obligations, enforceable in accordance with its terms, except as such
         enforceability may be subject to (i) bankruptcy, insolvency,
         reorganization, fraudulent conveyance or transfer, moratorium or
         similar laws affecting creditors' rights generally and (ii) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding at law or in equity).

                  (c) No consent, approval, authorization or order of, or
         filing, registration or qualification with, any court or governmental
         authority or third party is required in connection with the execution,
         delivery or performance by such party of this Amendment.


                                       3

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                  3.6 This Amendment may be executed in any number of
         counterparts, each of which when so executed and delivered shall be an
         original, but all of which shall constitute one and the same
         instrument.

                  3.7 THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
         ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.









                                       4

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         Each of the parties hereto has caused a counterpart of this Amendment
to be duly executed and delivered as of the date first above written.

BORROWER:
                             RIDDELL SPORTS INC.,
                             a Delaware corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------

GUARANTORS:
                             RIDDELL, INC.,
                             a Illinois corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------


                             EQUILINK LICENSING CORPORATION,
                             a Delaware corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------


                             RHC LICENSING CORPORATION,
                             a Delaware corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------


                             RIDMARK CORPORATION,
                             a Delaware corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------

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                             ALL AMERICAN SPORTS CORPORATION,
                             a Delaware corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------


                             VARSITY SPIRIT CORPORATION,
                             a Tennessee corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------


                             VARSITY SPIRIT FASHIONS &
                             SUPPLIES, INC.
                             a Minnesota corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------


                             INTERNATIONAL LOGOS, INC.
                             a Tennessee corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------



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                             VARSITY/INTROPA TOURS, INC.
                             a Tennessee corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------


                             VARSITY USA, INC.
                             a Tennessee corporation

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------


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LENDERS:

                             NBD BANK
                             individually in its capacity as a
                             Lender and in its capacity as
                             Administrative Agent and Collateral
                             Agent

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------


                             NATIONSBANK, N.A.,
                             individually in its capacity as a
                             Lender and in its capacity as
                             Documentation Agent

                             By: /s/
                                ------------------------------
                             Name:
                                  ----------------------------
                             Title:
                                   ---------------------------