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                                                                    EXHIBIT 10.6



                 AMENDMENT NO. 5 AND WAIVER TO CREDIT AGREEMENT

                  AMENDMENT NO. 5 AND WAIVER TO CREDIT AGREEMENT (this
"Amendment and Waiver"), dated as of July 9, 2001, among RAWLINGS SPORTING GOODS
COMPANY, INC., a Delaware corporation ("Borrower"); RAWLINGS CANADA,
INCORPORATED, a Nova Scotia company ("Rawlings Canada"), the other Credit
Parties signatory to the hereinafter defined Credit Agreement; GENERAL ELECTRIC
CAPITAL CORPORATION, a New York corporation (in its individual capacity, "GE
Capital"), for itself, as Lender, and as Agent for Lenders ("Agent"), and the
other Lenders signatory to the hereinafter defined Credit Agreement.

                              W I T N E S S E T H :

                  WHEREAS, the Borrower, the other Credit Parties, the Agent and
the Lenders are party to that certain Credit Agreement, dated as of December 28,
1999 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement");

                  WHEREAS, on and subject to the terms and conditions hereof,
Borrower and the other Credit Parties have requested that Agent and Lenders, and
Agent and Lenders are willing to, (i) waive compliance with the minimum EBITDA
financial covenant for the twelve-month period ended May 31, 2001 and (ii) amend
certain provisions of the Credit Agreement, all as set forth herein;

                  WHEREAS, this Amendment and Consent shall constitute a Loan
Document and these Recitals shall be construed as part of this Amendment and
Consent; capitalized terms used herein without definition are so used as defined
in Annex A to the Credit Agreement.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto hereby agree as follows:

                  1. Amendment.

                  (a) Section 1.6(r) of the Credit Agreement is amended by
deleting the parenthetical text contained in such Section and replacing such
text with the following:

                  "(or, in the case of WalMart, 20% during the months of
November, December and January of each Fiscal Year and 15% during each other
month). "

                  (b) Annex A to the Credit Agreement is amended such that each
of the following terms shall have the respective meanings ascribed thereto in
the Code as in effect from and after July 1, 2001: "Account Debtor", "Accounts",
"Chattel Paper", "Documents", "Fixtures", "General Intangibles", "Goods",
"Instruments", "Inventory", "Investment Property", "Proceeds" and "Equipment";
provided that the term "Equipment" shall also include all motor vehicles,
trailers, and rolling stock. As amended hereby, the foregoing terms shall
include all such assets now owned or hereafter acquired by any Credit Party,
wherever located. All other



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terms defined in the Code and not otherwise defined herein or in Annex A to the
Credit Agreement shall have the meanings ascribed thereto in the Code as in
effect from and after July 1, 2001.

                  (c) The following defined terms are added to Annex A to the
Credit Agreement in alphabetical order:

                  "Letter-of-Credit Rights" means letter-of-credit rights as
         such term is defined in the Code, now owned or hereafter acquired by
         any Credit Party, including rights to payment or performance under a
         letter of credit, whether or not such Credit Party, as beneficiary, has
         demanded or is entitled to demand payment or performance.

                  "Software" means all "software" as such term is defined in the
         Code, now owned or hereafter acquired by any Credit Party, other than
         software embedded in any category of goods, including all computer
         programs and all supporting information provided in connection with a
         transaction related to any program.

                  "Supporting Obligations" means all supporting obligations as
         such term is defined in the Code, including letters of credit and
         guaranties issued in support of Accounts, Chattel Paper, Documents,
         General Intangibles, Instruments, or Investment Property. "

                  (d) Annex A of the Credit Agreement is amended by inserting
the text ", plus (e) cash taxes paid during such period to the extent not
included in the calculation of EBITDA" immediately before the period at the end
of the definition of "Fixed Charges."

                  (e) Annex G of the Credit Agreement is amended by deleting the
table set forth in the table contained in paragraph (c) thereof and replacing
such table with the following:

<TABLE>
<CAPTION>
                  "Fiscal Quarter                                      EBITDA
                  ---------------                                      ------
<S>                                                                   <C>
                  Third Fiscal Quarter of Fiscal Year 2001             $  9,000,000
                  Fourth Fiscal Quarter of Fiscal Year 2001            $  9,000,000
                  First Fiscal Quarter of Fiscal Year 2002             $  9,000,000
                  Second Fiscal Quarter of Fiscal Year 2002            $  9,000,000
                  Third Fiscal Quarter of Fiscal Year 2002             $  9,000,000
                  Fourth Fiscal Quarter of Fiscal Year 2002            $  9,000,000
                  First Fiscal Quarter of Fiscal Year 2003             $  9,125,000
                  Second Fiscal Quarter of Fiscal Year 2003            $  9,250,000
                  Third Fiscal Quarter of Fiscal Year 2003             $  9,375,000
                  Fourth Fiscal Quarter of Fiscal Year 2003            $  9,500,000
                  First Fiscal Quarter of Fiscal Year 2004             $  9,625,000
                  Second Fiscal Quarter of Fiscal Year 2004            $  9,750,000
                  Third Fiscal Quarter of Fiscal Year 2004             $  9,875,000
                  Fourth Fiscal Quarter of Fiscal Year 2004            $ 10,000,000
                  First Fiscal Quarter of Fiscal Year 2005             $ 10,125,000
                       and each Fiscal Quarter thereafter. "
</TABLE>


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                  2. Waiver. Subject to the conditions and effectiveness of this
Agreement and otherwise notwithstanding the provisions of any Loan Document,
Agent and Lenders hereby waive any Event of Default arising under Section 8.1(b)
of the Credit Agreement resulting solely from Borrower's failure to comply with
paragraph (c) of Annex G to the Credit Agreement for the twelve-month period
ended May 31, 2001.

                  3. Representations and Warranties of Credit Parties. In order
to induce Agent and Lenders to enter into this Amendment and Waiver, each Credit
Party hereby jointly and severally represents and warrants to Agent and Lenders
that:

                  (a) Representations and Warranties. After giving effect to
this Amendment and Waiver, no representation or warranty of any Credit Party
contained in the Credit Agreement or any of the other Loan Documents, including
this Amendment and Waiver, shall be untrue or incorrect in any material respect
as of the date hereof, except to the extent that such representation or warranty
expressly relates to an earlier date.

                  (b) Authorization, etc. Each Credit Party has the power and
authority to execute, deliver and perform this Amendment and Waiver. Each Credit
Party has taken all necessary action (including, without limitation, obtaining
approval of its stockholders, if necessary) to authorize its execution, delivery
and performance of this Amendment and Waiver. No consent, approval or
authorization of, or declaration or filing with, any Governmental Authority, and
no consent of any other Person, is required in connection with any Credit
Party's execution, delivery and performance of this Amendment and Waiver, except
for those already duly obtained. This Amendment and Waiver has been duly
executed and delivered by each Credit Party and constitutes the legal, valid and
binding obligation of each Credit Party, enforceable against it in accordance
with its terms. No Credit Party's execution, delivery or performance of this
Amendment and Waiver conflicts with, or constitutes a violation or breach of, or
constitutes a default under, or results in the creation or imposition of any
Lien upon the property of any Credit Party by reason of the terms of (i) any
contract, mortgage, lease, agreement, indenture or instrument to which any
Credit Party is a party or which is binding upon it, (ii) any law or regulation
or order or decree of any court applicable to any Credit Party, or (iii) the
certificate or articles of incorporation or by-laws of any Credit Party.

                  (c) No Default. No Default or Event of Default has occurred or
is continuing, or would result after giving effect hereto.

                  4. Conditions to Effectiveness. The effectiveness of this
Amendment and Waiver is expressly conditioned upon the satisfaction of each
condition set forth in this Section 3 on or prior to the date hereof and
consummation of all of the transactions contemplated thereby:

                  (a) Documentation. Borrower shall have delivered to Agent (on
behalf of itself and Lenders) all of the following documents, all in form and
substance acceptable to Agent in its discretion:

                           (i) Amendment and Waiver. Duly executed originals of
                  this Amendment and Waiver.


                                      -3-
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                           (ii) Supplements to Security Agreements. Duly
                  executed originals of the Supplement to the Security
                  Agreements by Borrower and Rawlings Canada, each in form and
                  substance satisfactory to Agent.

                           (iii) Other Documents. All other agreements,
                  certificates, opinions and other documents as Agent may
                  reasonably request to accomplish the purposes of this
                  Amendment and Waiver.

                  (b) Fees, Costs and Expenses. Agent shall have received (at
Agent's option, by payment or as a charge against the Revolving Loan) an
amendment fee equal to $100,000, for the ratable benefit of the Lenders.

                  (c) No Default. No Default or Event of Default shall have
occurred and be continuing, or would result after giving effect hereto.

                  (d) Consents. Each Credit Party shall have obtained all
consents, approvals and acknowledgments which may be required with respect to
the execution, delivery and performance of this Amendment and Waiver.

                  5. Reference to and Effect on Loan Documents.

                  (a) Ratification. Except as specifically provided in this
Amendment and Waiver, the Credit Agreement and the other Loan Documents shall
remain in full force and effect and each Credit Party hereby ratifies and
confirms each such Loan Document.

                  (b) No Waiver. Except as specifically provided in this
Amendment and Waiver, the execution, delivery and effectiveness of this
Amendment and Waiver shall not operate as a waiver or forbearance of any right,
power or remedy of Agent or any Lender under the Credit Agreement or any of the
other Loan Documents, or constitute a consent, waiver or modification with
respect to any provision of the Credit Agreement or any of the other Loan
Documents. Upon the effectiveness of this Amendment and Waiver each reference in
(a) the Credit Agreement to "this Agreement," "hereunder," "hereof," or words of
similar import and (b) any other Loan Document to "the Agreement" shall, in each
case and except as otherwise specifically stated therein, mean and be a
reference to the Credit Agreement as amended hereby.

                  6. Miscellaneous.

                  (a) Successors and Assigns. This Amendment and Waiver shall be
binding on and shall inure to the benefit of the Credit Parties, Agent and
Lenders and their respective successors and assigns, except as otherwise
provided herein. No Credit Party may assign, transfer, hypothecate or otherwise
convey its rights, benefits, obligations or duties hereunder without the prior
express written consent of Agent and Lenders. The terms and provisions of this
Amendment and Waiver are for the purpose of defining the relative rights and
obligations of the Credit Parties, Agent and Lenders with respect to the
transactions contemplated hereby and there shall be no third party beneficiaries
of any of the terms and provisions of this Amendment and Waiver.


                                      -4-
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                  (b) Entire Agreement. This Amendment and Waiver, including all
schedules and other documents attached hereto or incorporated by reference
herein or delivered in connection herewith, constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all other
understandings, oral or written, with respect to the subject matter hereof.

                  (c) Fees and Expenses. As provided in Section 11.3 of the
Credit Agreement, Borrower agrees to pay on demand all fees, costs and expenses
incurred by Agent in connection with the preparation, execution and delivery of
this Amendment and Waiver, but only to the extent that such fees, costs and
expenses exceed $5,000.

                  (d) Headings. Section headings in this Amendment and Waiver
are included herein for convenience of reference only and shall not constitute a
part of this Amendment and Waiver for any other purpose.

                  (e) Severability. Wherever possible, each provision of this
Amendment and Waiver shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Amendment and
Waiver shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment and Waiver.

                  (f) Conflict of Terms. Except as otherwise provided in this
Amendment and Waiver, if any provision contained in this Amendment and Waiver is
in conflict with, or inconsistent with, any provision in any of the other Loan
Documents, the provision contained in this Amendment and Waiver shall govern and
control.
                  (g) Counterparts. This Amendment and Waiver may be executed in
any number of separate counterparts, each of which shall collectively and
separately constitute one agreement. Delivery of an executed signature page to
this Amendment and Waiver by telecopy shall be effective as delivery of a
manually executed signature page to this Amendment and Waiver.

                  (h) Incorporation of Credit Agreement. The provisions
contained in Sections 11.9 and 11.13 of the Credit Agreement are incorporated
herein by reference to the same extent as if reproduced herein in their
entirety, except with reference to this Amendment and Waiver rather than the
Credit Agreement.

                  (i) Acknowledgment. Each Credit Party hereby acknowledges its
status as a Credit Party and affirms its obligations under the Credit Agreement
and represents and warrants that there are no liabilities, claims, suits, debts,
liens, losses, causes of action, demands, rights, damages or costs, or expenses
of any kind, character or nature whatsoever, known or unknown, fixed or
contingent (collectively, the "Claims"), which any Credit Party may have or
claim to have against Agent or any Lender, or any of their respective
affiliates, agents, employees, officers, directors, representatives, attorneys,
successors and assigns (collectively, the "Lender Released Parties"), which
might arise out of or be connected with any act of commission or


                                      -5-
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omission of the Lender Released Parties existing or occurring on or prior to the
date of this Amendment and Waiver, including, without limitation, any Claims
arising with respect to the Obligations or any Loan Documents. In furtherance of
the foregoing, each Credit Party hereby releases, acquits and forever discharges
the Lender Released Parties from any and all Claims that any Credit Party may
have or claim to have, relating to or arising out of or in connection with the
Obligations or any Loan Documents or any other agreement or transaction
contemplated thereby or any action taken in connection therewith from the
beginning of time up to and including the date of the execution and delivery of
this Amendment and Waiver. Each Credit Party further agrees forever to refrain
from commencing, instituting or prosecuting any lawsuit, action or other
proceeding against any Lender Released Parties with respect to any and all
Claims.

                            [signature pages follow]




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IN WITNESS WHEREOF, this Amendment and Waiver has been duly executed and
delivered as of the day and year first above written.

                                  RAWLINGS SPORTING GOODS COMPANY, INC.


                                  By:
                                      ------------------------------------------
                                  Title:
                                         ---------------------------------------



                                  RAWLINGS CANADA, INCORPORATED


                                  By:
                                      ------------------------------------------
                                  Title:
                                         ---------------------------------------




                                  RAWLINGS de COSTA RICA, S.A.


                                  By:
                                      ------------------------------------------
                                  Title:
                                         ---------------------------------------



                                  GENERAL ELECTRIC CAPITAL CORPORATION,
                                  as Agent and Lender


                                  By:
                                      ------------------------------------------
                                  Title:  Duly Authorized Signatory



                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  as Lender


                                  By:
                                      ------------------------------------------
                                  Title:
                                         ---------------------------------------