ex10_1-loc.htm


    EXHIBIT
10.1


    AMENDMENT
NO. 1 TO LOAN DOCUMENTS

    


    


    This Amendment No. 1 to Loan Documents
(this "Amendment") dated as of November 20, 2008, is between BANK OF AMERICA, N.A. (the
"Lender") and HIBBETT
SPORTS, INC. (the
"Borrower").

    


    RECITALS

    


    A. The Borrower has executed various
documents concerning credit extended by the Lender, including, without
limitation, the following documents (the “Loan Documents”):

    


    1.           A
certain letter agreement dated January 29, 2008 between the Borrower and the
Lender (the "Letter Agreement").

    


    2.           A
certain Demand Note dated February 4, 2008 in the original principal amount of
$50,000,000.00 executed by the Borrower in favor of the Lender (the
"Note”).

    


    B.  The
Lender and the Borrower desire to amend the Loan Documents as set forth
herein..

    


    NOW, THEREFORE, for TEN DOLLARS
($10.00) in hand paid and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

    


    1.  Definitions.  Capitalized
terms used but not defined in this Amendment shall have the meaning given to
them in the Loan Documents.

    


    2.  Amendments to Letter
Agreement.  The Letter Agreement is hereby amended as
follows:

    


            (a)           by
deleting the section entitled “Interest Rate” and substituting in lieu thereof
the following:

     

    

       

      
        	 	
                “Interest
      Rate:  Each
      Loan shall bear interest at a rate of interest agreed to by the Lender and
      the Borrower at the time such Loan is
  made.”

              


      

    

     

            (b)           by
deleting “December 31, 2008” as the Expiration Date and substituting in lieu
thereof “November 20, 2009”.

    


            (c)           by
deleting the section entitled “Documentation” and substituting in lieu thereof
the following:

     

    
      	
               

            	
              "Documentation: 
      The Loans shall be evidenced by that certain Demand Note dated February 4,
      2008 executed by Borrower in favor of Lender, as amended by Amendment No.
      1 to Loan Documents dated as of November 20, 2008 (the “Note”).  The
      Borrower shall execute and deliver to the Lender such other documents as
      the Lender may reasonably request from time to
  time.”

            


    

     

    
      


      3.  Amendments to
Note.  The Note is hereby amended as
follows:

    

    
    

    


            (a)           by
deleting the 2nd
paragraph and substituting in lieu thereof the following:

    


    “Each
Loan shall bear interest at the rate per annum quoted to the Borrower by the
Lender and accepted by the Borrower prior to the making of such Loan (which
acceptance shall in any event be deemed to occur upon receipt by the Borrower of
the proceeds of any Loan)."

    


            (b)           by
deleting “December 31, 2008” from the 3rd paragraph and substituting in lieu
thereof “November 20, 2009”.

    


            (c)           by
deleting the 4th paragraph and substituting in lieu thereof the
following:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Interest
shall be computed on the basis of a year of 360 days and the actual days elapsed
(including the first day but excluding the last day).  Overdue
principal and, to the extent permitted by applicable law, interest shall bear
interest, payable upon demand, for each day from and including the due date to
but excluding the date of actual payment at a rate per annum equal to the sum of
2% plus the rate of interest publicly announced by the Lender from time to time
as its prime rate.  The Lender’s prime rate is a rate set by the
Lender based upon various factors including the Lender’s costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Whenever any payment under this Note is due on a day that
is not a day the Lender is open to conduct substantially all of its business,
such payment shall be made on the next succeeding day on which the Lender is
open to conduct substantially all of its business, and such extension of time
shall in such case be included in the computation of the payment of
interest.”

    


            (d)           by
deleting the 6th paragraph and substituting in lieu thereof the
following:

    


    “Each
prepayment of a Loan, whether voluntary, by reason of demand, acceleration or
otherwise, must be accompanied by the amount of accrued interest on the amount
prepaid, and a prepayment fee as described below.  A "prepayment" is a
payment of an amount on a date other than November 20, 2009.  The
prepayment fee shall be in an amount sufficient to compensate Lender for any
loss, cost or expense incurred by it as a result of the prepayment, including
any loss of anticipated profits and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain the amount
prepaid or from fees payable to terminate the deposits from which such funds
were obtained.  Borrower shall also pay any customary administrative
fees charged by Lender in connection with the foregoing.  For purposes
of this paragraph, Lender shall be deemed to have funded each prepaid amount by
a matching deposit or other borrowing in the applicable interbank market,
whether or not the amount was in fact so funded.”

    


    4.  Representations and
Warranties.  When the Borrower signs this Amendment, the
Borrower represents and warrants to the Lender that:  (a) this
Amendment is within the Borrower 's powers, has been duly authorized, does not
conflict with any of the Borrower’s organizational papers and is the legal,
valid and binding obligation of the Borrower enforceable against it in
accordance with its terms, and (b) that the person or persons executing this
Amendment on behalf of the Borrower are duly appointed officers or other
representatives of the Borrower with authority to execute and deliver this
Amendment on behalf of the Borrower.

    


    5.  Conditions.  This
Amendment will be effective when each of the following conditions shall have
been satisfied, as determined by the Lender in its sole discretion and the
Lender shall have accepted this Amendment (notice of which acceptance is hereby
waived by the Borrower).

     

            (a)           The  has
received evidence that the execution, delivery and performance by the Borrower
of this Amendment and any instrument or agreement required under this Amendment
have been duly authorized.

     

            (b)           This
Amendment has been executed by the Borrower and the Lender.

    


    6.  Effect of Amendment;
References.

     

            (a)           Except
as expressly amended hereby, all of the terms and conditions of the Loan
Documents shall remain unchanged and in full force and effect and the Borrower
hereby reaffirms its obligations under the Loan Documents to which it is a party
as amended by this Amendment, without defense, right of set off or recoupment,
claim or counterclaim of any kind or nature (and to the extent there exists any
such defense, right of set off or recoupment, claim or counterclaim on the date
hereof, the same is hereby forever released, discharged and waived by the
Borrower).

     

            (b)           This
Amendment (i) is limited precisely as specified herein and does not constitute
nor shall be deemed to constitute a modification, acceptance or waiver of any
other provision of the Loan Documents, (ii) is not intended to be, nor shall it
be construed to create, a novation or an accord and satisfaction of any
obligation or liability of the Borrower under the Loan Documents, and (iii)
shall not prejudice or be deemed to prejudice any rights or remedies the Lender
may now have or may in the future have under or in connection with the Loan
Documents.

     

            (c)           All
references in any Loan Document to any other Loan Document amended hereby shall
be deemed to be a reference to such Loan Document as amended by this
Amendment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.           Miscellaneous

     

            (a).           This
Amendment shall be governed by and construed in accordance with the laws of the
state provided in the Loan Documents.

     

            (b)           This
Amendment may be executed in counterparts, each of which when so executed shall
be deemed an original, but all such counterparts together shall constitute but
one and the same instrument. Delivery of an executed signature page of this
Amendment by facsimile or electronic transmission shall be effective as a
delivery of a manually executed counterpart thereof.

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed under seal and delivered by their
respective duly authorized representatives on the date first written
above.

    


    


    
      	 
      	
              BANK
      OF AMERICA, N.A.

            
	 
      	
              By:

            	
              /s/
      David B. Jackson

            
	 
      	
              Name:

            	
              David
      B. Jackson

            
	 
      	
              Title:

            	
              Senior
      Vice President

            


    

    


    


    
      	 
      	
              HIBBETT
      SPORTS, INC.

            
	 
      	
              By:

            	
              /s/
      Gary A. Smith

            
	 
      	
              Name:

            	
              Gary
      A. Smith

            
	 
      	
              Title:

            	
              Vice
      President and Chief Financial
Officer

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    END
OF EXHIBIT 10.1