**EXHIBIT 10.15**
SECOND AMENDMENT TO LEASE
     THIS SECOND AMENDMENT TO LEASE (this “AMENDMENT”)is entered into as of the 10th day of June, 2004, byand between ProLogis (successor-in-interest toAPT-Cabot Texas, Inc., a Delaware corporation, assuccessor-in-interest to Centre Development Co., aTexas corporation) (the “Landlord”) and Sport SupplyGroup, Inc., a Delaware corporation (the “Tenant”).
WITNESSETH:
     WHEREAS, Landlord and Tenant have entered into aLease, dated as of the 25th day of April, 1994, asamended by the First Amendment to Industrial LeaseAgreement dated as of the 8th day of July, 1994,pursuant to which Landlord leased to Tenant certainpremises located at 13700 Benchmark Drive, FarmersBranch, Texas, containing approximately 180,841 squarefeet of space (such Lease, as heretofore andthereafter modified, being herein referred to as the“Lease”).
     WHEREAS, Landlord and Tenant desire to extend theTerm of the Lease on the terms and conditions setforth below:
     NOW THEREFORE, in consideration of Ten Dollars($10.00) and other good and valuable consideration,the receipt and sufficiency of which is herebyacknowledged, the Landlord and Tenant agree asfollows:
1. The Term of the Lease is herebyextended so that the expiration date of the Leaseshall be December 31, 2007 (the“Extension Period”). 2. Effective February 1, 2005 andcontinuing through the Extension Period, the monthlyBasic Rental due and payableby Tenant in accordance with the terms of the Lease shall be as follows:      02/01/05-3/31/05: $0.00 *** 04/01/05-12/31/07: $45,210.25 per month ($3.00 p.s.f./annum)
 * Tenant will continue topay any and all Additional Rent during thefree rent period (February 1, 2005 – March31, 2005) in accordance with the provisions ofthe Lease, except as otherwise provided forherein.
3. Tenant shall be responsible for thepayment of Additional Rent in accordance with theprovisions of the Lease. Theparties hereby acknowledge and agree that AdditionalRent shall include, but not be limited to, certainoperatingexpenses as described herein, and Tenant shall beresponsible for its pro rata share thereof. Further,the partiesacknowledge that such operating expenses are estimatesonly and Landlord makes no guaranty that such estimatesare accurate. Landlord shall provide Tenant within 90days following the final day of the calendar yearLandlord’sitemized year-end common area maintenancereconciliation reports which reference and include theoperatingexpenses for such year. If Tenant’s total payments ofsuch operating expenses for any year are less thanTenant’spro rata share of actual operating expenses for suchyear, then Tenant shall pay the difference to Landlordwithin 30days after demand, and if more, then Landlord shallretain such excess and credit it against Tenant’s nextpaymentsor, if no further payments are due, refund such excessto Tenant within 30 days after the expiration orterminationof the Lease. 4. Tenant may make certain tenantimprovements to the Premises (“TenantImprovements”) subject to Landlord’sapproval of the plans and specifications relatedthereto, such approval not to be unreasonably withheldor delayed.Upon surrender of the Premises, all TenantImprovements shall remain on the Premises asLandlord’s property,except to the extent Landlord requires removal atTenant’s expense of any such items or Landlord andTenant haveotherwise agreed in writing in connection withLandlord’s approval to any Tenant Improvements.Tenant shallrepair any damage caused by such removal.   Landlord shall contribute up to a maximum amount of**$70,000** (the “TI Allowance”) toward those certainTenant Improvements which shall remain as Landlord’sproperty upon surrender of the Premises, which suchpayment shall be made by Landlord to Tenant within45 days following (i) completion of the TenantImprovements, (ii) Landlord’s receipt of Tenant’sinvoice substantiating the costs related thereto,(iii) Landlord’s receipt of final lien waivers fromall contractors and subcontractors who did work onthe Tenant Improvements, and (iv) Landlord’s receiptof a copy of the final permit approved by theapplicable governing authority to the extentrequired for such Tenant Improvements. Landlordshall be under no obligation to pay for such TenantImprovements to the Premises in excess of the TIAllowance. Further, such TI Allowance shall only beavailable for Tenant’s use through **December 31, 2004,** and Tenant hereby waives any and all rights toany unused portion of the TI Allowance remaining asof **January 1, 2005.** 5. Insofar as the specific terms andprovisions of this Amendment purport to amend ormodify or are in conflict withthe specific terms, provisions and exhibits of theLease, the terms and provisions of this Amendmentshall governand control; in all other respects. The terms,provisions and exhibits of the Lease shall remainunmodified and in fullforce and effect. 6. Tenant warrants that it has had nodealings with any broker or agent, other than KurtGriffin, Cushman &Wakefield (“CW”), in connection with this Amendment,and covenants to pay, hold harmless and indemnifyLandlord from and against any and all costs, expensesof liability for any compensation, commissions, andchargesclaimed by any other broker or agent, with respect tothis Amendment or the negotiation thereof claiming by,through or under Tenant. Landlord shall pay CW acommission in accordance with a separate agreementbetweenLandlord and CW. 7. Any obligation or liability whatsoever of ProLogis which may arise at any time under the Leaseor this Amendment or any obligation or liability which may be incurred by it pursuant to any other instrument,transaction or
 

 

  undertaking contemplated hereby, shall not bepersonally binding upon, nor shall resort for theenforcement thereof be had to the property of itstrustees, directors, shareholders, officers,employees, or agents regardless of whether suchobligation or liability is in the nature ofcontract, tort or otherwise. 8. In Section 24 of the Lease, thewords “including negligence of the parties hereto,their agents, partners, directors,officers and employees” are hereby modified to read**“INCLUDING NEGLIGENCE HEREUNDER OF THEPARTIES HERETO, THEIR AGENTS, PARTNERS, DIRECTORS,OFFICERS AND EMPLOYEES.**   **THIS SECTION RELEASES A PARTY FROM THE CONSEQUENCESOF ITS OWN NEGLIGENCE AS THE SAME RELATES TO SUCHCAUSES WHICH COULD BE INSURED AGAINST UNDER SUCHINSURANCE POLICIES”.** 9. In Section 26 of the Lease, thereference to “C. David Zoba” shall be replaced by areference to “Real EstateSection Head”.
          IN WITNESS WHEREOF, the parties hereto havesigned this SECOND AMENDMENT TO LEASE as of the dayand year first above written.   **TENANT:** **LANDLORD:**** **  **Sport Supply Group, Inc.** **ProLogis, a Maryland real estate investment trust****a Delaware Corporation**     By: /s/ T. M. BABILLA By: /s/ ERIC D. BROWN Its: COO Its: Senior Vice President