EX-10.1






AMENDMENT NO. 2 TO AMENDED AND

RESTATED CREDIT AGREEMENT




AMENDMENT NO. 2 (this “Amendment”) dated as of July 30, 2008, to the AMENDED AND
RESTATED CREDIT AGREEMENT dated as of October 30, 2007, as amended by Amendment No. 1
(“Amendment No. 1”) to Amended and Restated Credit Agreement dated January 7, 2008 (as
amended by Amendment No. 1, the “Credit Agreement”) 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., as a
Lender (including as the Lender of WCMA Loans), and as Administrative Agent (in such capacity, the
“Administrative Agent”).



BACKGROUND




Borrower, Administrative Agent and Lenders are parties to 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.



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
the meanings given to them in the Credit Agreement.



2. Amendments to Credit Agreement. Subject to satisfaction of the conditions
precedent set forth in Section 4 below:



(a) Section 4.7 (a) of the Credit Agreement is hereby amended by deleting the reference to
“Section 4.7(b)” in clause (ii) thereof and inserting “Sections 4.7(b) and (c)” in its place.



(b) Section 4.7(b) of the Credit Agreement is hereby amended by adding the words “, except as
provided in Section 4.7(c) hereof,” after the word “that” in the first line thereof.



(c) A new Section 4.7(c) is hereby added to the Credit Agreement as follows:



“(c) Notwithstanding Section 4.7(b), Borrower may use up to $15,000,000 of the
proceeds of Revolving Loans under this Agreement to refinance existing Debt
evidenced by the Senior Notes, subject to the satisfaction of the following
conditions precedent, each to the satisfaction of Administrative Agent and the
Required Lenders in their reasonable discretion:



(i) NEWYORK01 1297458v2 399999-000001



No Default or Event of Default shall have occurred and shall be continuing
immediately prior to the time of each such use of the proceeds of the Revolving
Loans or would result therefrom;



(ii) On a pro forma basis (after giving effect to each such use of the
proceeds of the Revolving Loans), Borrower shall have excess Revolving Loan
borrowing capacity of not less than $10,000,000; and



(iii) Borrower shall provide Administrative Agent such information
concerning such use of the proceeds of the Revolving Loans as Administrative Agent
shall reasonably request.”



(d) Section 5.6 of the Credit Agreement is hereby amended by adding the words “except as
otherwise expressly permitted by this Agreement,” before word “declare” in clause (b) thereof.



(e) Section 5.8(a)(iii) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:



(iv) “(iii) Investments in Senior Notes not exceeding $15,000,000 (A)
with the proceeds of Revolving Loans to the extent permitted by Sections 4.7(b) or
(c), or (B) using funds that do not constitute proceeds of Loans under this
Agreement; provided, that, on a pro forma basis (after giving effect to each
Investment in Senior Notes) Borrower shall have excess Revolving Loan borrowing
capacity of not less than $10,000,000.”



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 the guarantors each 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. In addition, to induce Administrative Agent and Lenders to
agree to the terms of this Amendment, Borrower and the guarantors each represents and warrants that
as of the date of its execution of this Amendment, there are no claims or offsets against, or
rights of recoupment with respect to, or defenses or counterclaims to its obligations under, the
Financing Documents and, in accordance therewith, Borrower and the guarantors each hereby waives
any and all such claims, offsets, rights of recoupment, defenses or counterclaims, whether known or
unknown, arising prior to the date of this Amendment, and releases and discharges Administrative
Agent, Lenders, and their respective officers, directors, employees, agents, stockholders,
affiliates and attorneys (collectively, the “Released Parties”) from any and all
obligations, indebtedness, liabilities, claims, rights, causes of action or demands whatsoever,
whether known or unknown, suspected or unsuspected, in law or equity, which Borrower or any
guarantor ever had or now has against the Released Parties, or any of them, arising prior to the
date hereof and from, arising out of, or relating to the Credit Agreement, the other Financing
Documents, and the transactions contemplated thereby.



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. 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.



10. Severability. In case any provision of or obligation under this Amendment shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.



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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




[SIGNATURE PAGE TO AMENDMENT NO. 2

TO AMENDED AND RESTATED CREDIT AGREEMENT]





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