EX-10.1






AMENDMENT NO. 3 TO AMENDED AND

RESTATED CREDIT AGREEMENT




AMENDMENT NO. 3 (this “Amendment”) dated as of November 26, 2008, to the AMENDED AND
RESTATED CREDIT AGREEMENT dated as of October 30, 2007, as amended by Amendment No. 1 to Amended
and Restated Credit Agreement dated January 7, 2008 and Amendment No. 2 to Amended and Restated
Credit Agreement dated as of July 30, 2008 (as amended by such Amendment No. 1 and Amendment No. 2,
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) The term “Pricing Table” set forth in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:



“’Pricing Table’ means the following table:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revolving Loans, WCMA Loans and all other Obligations
	 
	 	 	 	 	 	 	 	 	 	LIBOR/One-
	Tier
	 	Senior Leverage Ratio	 	Base Rate1	 	Month LIBOR
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	Greater than or equal to 2.00 to 1.00	 	 	0.25	%	 	 	1.75	%
	II
	 	Greater than or equal to 1.50 to 1.00,	 	 	0.00	%	 	 	1.50	%
	 
	 	but less than 2.00 to 1.00	 	 	 	 	 	 	 	 
	I
	 	Less than 1.50 to 1.00	 	 	-0.25	%	 	 	1.25	%
	 
	 	1 Not applicable to WCMA Loans.	 	 	 	 	 	 	 	 






For purposes of the Pricing Table, and without limiting the
applicability of Section 9.4, if Borrower shall at any time fail to timely deliver a
Compliance Certificate, then effective as of the tenth (10th) Business Day following
the date on which such Compliance Certificate was due, each applicable Base Rate
Margin and each applicable LIBOR Margin shall be conclusively presumed to equal the
highest applicable Base Rate Margin and the highest applicable LIBOR Margin
specified in the Pricing Table until the date of delivery of such Compliance
Certificate.”



(b) Section 2.3(b) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:



“(b) Unused Line Fee. From and including November 26, 2008, Borrower
shall pay Administrative Agent, for the benefit of all Lenders committed to make
Revolving Loans, in accordance with their respective Pro Rata Shares, a fee in an
amount equal to (i) (A) the Revolving Loan Commitment less (B) the average daily
balance of the Revolving Loan Outstandings during the preceding month, multiplied by
(ii) 0.25% per annum. Such fee is to be paid quarterly in arrears on the last day
of each calendar quarter.”



(c) Section 4.7 (c) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:



“(c) Notwithstanding Section 4.7(b), but subject to the other terms and
conditions of this Agreement, Borrower may use up to $25,000,000 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) 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), the sum of Borrower’s (A) excess Revolving Loan borrowing
capacity under this Agreement and (B) aggregate unrestricted and unencumbered
cash, free and clear of all Liens, shall be not less than $20,000,000; 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.”



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



“(iii) Investments in Senior Notes not exceeding $25,000,000 (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), the sum of Borrower’s (A) excess Revolving Loan borrowing capacity
under this Agreement and (B) aggregate unrestricted and unencumbered cash, free
and clear of all Liens, shall be not less than $20,000,000.”



(d) The first two pages of the Compliance Certificate is hereby amended and restated in the
form attached to this Amendment as Exhibit A.



(e) Effective on the effective date of this Amendment, until the next Adjustment Date the
applicable Base Rate Margin, LIBOR Margin and One-Month LIBOR Margin shall be based on Tier I of
the Pricing Table.



4. Condition to Effectiveness. This Amendment shall become effective upon (a) 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, (b) the payment to Administrative Agent for the benefit of the Lenders in
accordance with their respective Revolving Loan Commitment Percentage an amendment fee of $25,000
and (c) the payment of all other costs and expenses of Administrative Agent, including attorneys’
fees and expenses.



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 or email (pdf file) 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.



(Page intentionally ends here)





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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: /s/ John Pitts          

John Pitts, Chief Financial Officer





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




By: /s/ Brian Talty          

Brian Talty, Vice President





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




By: /s/ Amy Carenza          

Amy Carenza, Senior Vice President




Consented to and Agreed:



DIXIE SPORTING GOODS CO., INC.



By: /s/ John Pitts_     

John Pitts, Chief Financial Officer




KESSLERS TEAM SPORTS, INC.



By: /s/ John Pitts     

John Pitts, Chief Financial Officer




[SIGNATURE PAGE TO AMENDMENT NO. 3

TO AMENDED AND RESTATED CREDIT AGREEMENT]





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Exhibit A to Amendment No. 3 to SSG

Amended and Restated Credit Agreement




	 
	Exhibit B to Amended and Restated Credit Agreement (Compliance Certificate)

	 







COMPLIANCE CERTIFICATE




[BORROWER]




DATE: __________, _____




This certificate is given by      , a Responsible Officer of      
(“Borrower”), pursuant to Section 4.1(c) of that certain Amended and Restated Credit Agreement
dated as of October 30, 2007 among Borrower, the Lenders from time to time party thereto and
Merrill Lynch Commercial Finance Corp., as Administrative Agent for Lenders (as such agreement may
have been amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in
the Credit Agreement.



The undersigned Responsible Officer hereby certifies to Administrative Agent and Lenders that:



(a) the financial statements delivered with this certificate in accordance with Section 4.1(a)
and/or 4.1(b) of the Credit Agreement fairly present in all material respects the results of
operations and financial condition of Borrower and the Subsidiaries as of the dates and the
accounting period covered by such financial statements;



(b) I have reviewed the terms of the Credit Agreement and have made, or caused to be made
under my supervision, a review in reasonable detail of the transactions and conditions of Borrower
and the Subsidiaries during the accounting period covered by such financial statements;



(c) such review has not disclosed the existence during or at the end of such accounting
period, and I have no knowledge of the existence as of the date hereof, of any condition or event
that constitutes a Default or an Event of Default, except as set forth in Schedule 1 hereto, which
includes a description of the nature and period of existence of such Default or an Event of Default
and what action Borrower has taken, is undertaking and proposes to take with respect thereto;



(d) Borrower is in compliance with the covenants contained in Article 7 of the Credit
Agreement, as demonstrated by the calculation of such covenants below, except as set forth below;



(e) the Fixed Charge Coverage Ratio for the period covered by this certificate, as
demonstrated by the calculations required by Section 7.1 attached hereto, is      to 1.00;



(f) the Senior Leverage Ratio for the period covered by this certificate, as demonstrated by
the calculations required by Section 7.2 attached hereto, is      to 1.00; and



(g) Capital Expenditures for the applicable period ending on the last day covered by this
certificate (Fiscal Year to date) were $     .



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revolving Loans, WCMA Loans and all other Obligations
	 
	 	 	 	 	 	 	 	 	 	LIBOR/One-
	Tier
	 	Senior Leverage Ratio	 	Base Rate1	 	Month LIBOR
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	Greater than or equal to 2.00 to 1.00	 	 	0.25	%	 	 	1.75	%
	II
	 	Greater than or equal to 1.50 to 1.00,	 	 	0.00	%	 	 	1.50	%
	 
	 	but less than 2.00 to 1.00	 	 	 	 	 	 	 	 
	I
	 	Less than 1.50 to 1.00	 	 	-0.25	%	 	 	1.25	%
	 
	 	1 Not applicable to WCMA Loans.	 	 	 	 	 	 	 	 










IN WITNESS WHEREOF, the undersigned officer has executed and delivered this certificate this
     day of      ,      .




By     


Name      


Title      of Borrower




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