EX-10.1



 





Exhibit 10.1




FIFTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




          FIFTH AMENDMENT, dated as of November 20, 2007, to the Second Amended and Restated Credit
Agreement referred to below (this “Amendment”), by and among DICK’S SPORTING GOODS, INC., a
Delaware corporation (“Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as Agent for the Lenders (in such capacity “Agent”), and the Lenders signatory
hereto.




W I T N E S S E T H:




          WHEREAS, Borrower, the other Loan Parties signatory thereto, Agent and Lenders are parties to
that certain Second Amended and Restated Credit Agreement, dated as of July 28, 2004 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
and




          WHEREAS, Borrower, Agent and Required Lenders have agreed to amend certain provisions of the
Credit Agreement, in the manner, and on the terms and conditions, provided for herein;




          NOW THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt, adequacy and sufficiency of which are hereby acknowledged, Borrower, Agent and
Required Lenders hereby agree as follows:




          1. Definitions. Capitalized terms not otherwise defined herein (including in the
Recitals hereto) shall have the meanings ascribed to them in the Credit Agreement as amended hereby
(the “Amended Credit Agreement”).




          2. Amendment to Section 1.3 of the Credit Agreement.




          Section 1.3 of the Credit Agreement is hereby amended and restated in its entirety as
of the Fifth Amendment Effective Date (as hereinafter defined) to read as follows:




“1.3 Use of Proceeds. Borrower shall use the proceeds of the Revolving
Credit Loan only for (a) payment of Fees, expenses and other costs incurred in
connection with the Transaction, (b) funding a portion of the Acquisition
(including, if applicable, providing the funds for the Acquirer Loan and the
Galyan’s Loan), (c) funding a portion of the Golf Acquisition, (d) refinancing
certain indebtedness of Golf Galaxy and GolfWorks, (e) funding a portion of the CSG
Acquisition, (f) refinancing certain indebtedness of CSG, (g) refinancing certain
indebtedness of Galyan’s, (h) funding all or a portion of any Permitted Acquisition,
and (i) providing (i) working capital financing for Borrower and its Subsidiaries,
(ii) funds for other general corporate purposes of Borrower and its Subsidiaries and
(iii) funds for the purposes otherwise permitted hereunder, including those referred
to in Recital D hereof, and those transactions explicitly permitted pursuant to
Article VI; and for these purposes, Lenders are willing to make certain loans and other extensions of credit to Borrower of up to such amount
upon the terms and conditions set forth herein.”



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          3. Amendment to Section 5.8 of the Credit Agreement.

Section 5.8 of the Credit Agreement is hereby amended as of the Fifth Amendment
Effective Date by deleting the last sentence of Section 5.8 in its entirety and inserting
in lieu thereof a new sentence to read as follows:




“Notwithstanding anything to the contrary contained herein, the Loan Parties shall
be permitted to amend, supplement or otherwise modify the Schedules hereto or to the
other Loan Documents in connection with (i) the Golf Acquisition to the extent
contemplated by the Joinder Agreement (Credit Agreement), dated as of the Second
Amendment Effective Date, made by Golf Galaxy and Agent, and the Joinder Agreement
(Credit Agreement), dated as of the Second Amendment Effective Date, made by
GolfWorks and Agent, (ii) the CSG Acquisition to the extent contemplated by the
Joinder Agreement (Credit Agreement) to be entered into between CSG and Agent, and
(iii) any Permitted Acquisition to the extent contemplated by the Joinder Agreement
(Credit Agreement) to be entered into between the entity being acquired pursuant to
the Permitted Acquisition and Agent.”



          4. Amendment to Section 5.14 of the Credit Agreement.

Section 5.14 of the Credit Agreement is hereby amended as of the Fifth Amendment
Effective Date by inserting new clause (d) after clause (c) to read as follows:




“(d) Borrower shall deliver or cause to be delivered to Agent no later than ninety
(90) days (or such longer period consented to by Agent in its sole discretion) after
the CSG Acquisition Closing Date, duly executed tri-party control agreements, which
tri-party control agreements shall be in form and substance satisfactory to Agent
and its counsel.”



          5. Amendments to Section 6.1 of the Credit Agreement. Section 6.1(a) of the
Credit Agreement is hereby amended as of the Fifth Amendment Effective Date by deleting the word
“and” at the end of clause (v) therein, inserting the word “and” at the end of clause (vi) therein,
and inserting a new clause (vii) at the end of clause (vi) to read as follows:




“(vii) Borrower may consummate the CSG Acquisition; provided that (i)
immediately before and after giving effect to the CSG Acquisition, no Default shall
have occurred and be continuing or would result therefrom; (ii) no later than ninety
(90) days after the CSG Acquisition Closing Date or such later date as may be agreed
upon by the Agent (and notwithstanding the requirements of Sections 5.14 and
5.16 to the contrary), the Borrower shall have complied with the requirements of
Sections 5.14 and 5.16, including that (A) the documentation for such
acquisition permits the Agent to obtain a Lien thereon to the extent provided in
Sections 5.14 and 5.16, and (B) duly executed tri-party control agreements
satisfactory to Agent and its counsel with respect to such bank accounts of CSG as
the Agent may reasonably request; and (iii) notwithstanding the provisions of



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Section 6.1 to the contrary, CSG may not merge or consolidate with, or
otherwise combine with, any Loan Party until such time as CSG has repaid in full the
CSG Indebtedness.”



          6. Amendment to Section 6.2 of the Credit Agreement. Section 6.2 of the
Credit Agreement is hereby amended as of the Fifth Amendment Effective Date by deleting the word
“and” before clause (i) therein and inserting a new clause (j) at the end of clause (i) to read as
follows:




“and (j) Investments in connection with the CSG Acquisition as permitted pursuant to
Section 6.1(a)(vii).”



          7. Amendment to Section 6.3 of the Credit Agreement. Section 6.3 of the
Credit Agreement is hereby amended as of the Fifth Amendment Effective Date by deleting the word
“and” before clause (m) therein and inserting a new clause (n) at the end of clause (n) to read as
follows:




“(n) until ninety (90) days after the CSG Acquisition Closing Date or such later
date as may be agreed upon by the Agent, the CSG Indebtedness; provided,
that no Loan Party shall create, incur, assume or permit to exist any Guaranteed
Indebtedness in respect of the CSG Indebtedness”



          8. Amendment to Section 6.4 of the Credit Agreement. Section 6.4 of the
Credit Agreement is hereby amended as of the Fifth Amendment Effective Date by deleting the word
“and” before clause (e) therein and inserting new clauses (f) and (g) at the end of clause (e) to
read as follows:




“(f) payments of consulting and other fees and amounts in connection with Permitted
Acquisitions and the CSG Acquisition on terms reasonably satisfactory to Agent, and
(g) payment of amounts earned pursuant to Section 2.6 of the CSG Stock Purchase
Agreement relating to the Deferred Purchase Price”



          9. Amendment to Section 6.7 of the Credit Agreement. Section 6.7 of the
Credit Agreement is hereby amended as of the Fifth Amendment Effective Date by deleting the word
“and” before clause (f) therein and inserting new clause (g) at the end of clause (f) to read as
follows:




“(g) until ninety (90) days after the CSG Acquisition Closing Date or such later
date as may be agreed upon by the Agent, Liens securing the CSG Indebtedness;
provided, that such Liens shall not be created or permitted to exist on any
properties or assets of any Loan Party other than CSG.”



          10. Amendments to Annex A of the Credit Agreement. Annex A of the Credit
Agreement is hereby amended as of the Fifth Amendment Effective Date by,





	 	a.	 	amending the definition of “Permitted Acquisition” as follows:





(i) deleting the lead-in paragraph and inserting in lieu thereof,



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“‘Permitted Acquisition’ shall mean an acquisition (whether pursuant to an
acquisition of Stock, assets or otherwise) by Borrower or any Subsidiary from any
Person of a business or of all or substantially all of the assets or of all of the
Stock of any domestic Person (or any division thereof) or GolfWorks Canada in which
the following conditions are satisfied (or, solely with respect to clauses (b) and
(d) below, waived by Agent in its sole discretion):”



(ii) deleting “concurrently with” in clause (c) therein, and inserting in lieu
thereof, “within thirty (30) days after”.




	 	b.	 	adding the following new definitions in appropriate alphabetical order therein:





“CSG” shall mean Chick’s Sporting Goods, Inc., a California corporation.



“CSG Acquisition” shall mean the acquisition by Borrower of all the issued
and outstanding shares of capital Stock of CSG, in accordance with the terms and
conditions of the CSG Stock Purchase Agreement, without waiver of any conditions
thereto which have not been approved by the Agent in its sole discretion.



“CSG Acquisition Closing Date” shall mean the date on which the CSG
Acquisition is consummated in accordance with the terms hereof and the CSG Stock
Purchase Agreement.



“CSG Indebtedness” shall mean the obligations of CSG as of the CSG
Acquisition Closing Date to Wells Fargo Retail Finance II, LLC under that certain
Second Amended and Restated Loan and Security Agreement dated January 21, 2005, as
amended, and related agreements, which shall, unless otherwise agreed upon by Agent,
in no event exceed $27,000,000 in aggregate principal amount.



“CSG Stock Purchase Agreement” shall mean that certain Stock Purchase
Agreement to be entered into among CSG, the owners of the outstanding equity of CSG
and Borrower in substantially the form of the draft Stock Purchase Agreement
delivered to Agent and Lenders on November 6, 2007, with such changes, amendments or
modifications as Agent may approve in its sole discretion.



          11. Representations and Warranties. To induce Required Lenders and Agent to enter
into this Amendment, Borrower hereby represents and warrants that, after giving effect to this
Amendment:





	 	a.	 	Each of the execution, delivery and performance by Borrower and each other Loan
Party which is party to the Guaranty of this Amendment and the performance of the
Amended Credit Agreement are (i) within Borrower’s and each such Loan Party’s corporate
power and have been duly authorized by all necessary corporate and shareholder action;
(ii) do not contravene any provision of any Loan Party’s charter or bylaws or
equivalent organizational or charter or other constituent documents; (iii) do not
violate any law or regulation, or any





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order or decree of any court or Governmental Authority; (iv) do not conflict with or
result in the breach or termination of, constitute a default under or accelerate or
permit the acceleration of any performance required by, any indenture, mortgage,
deed of trust, lease, agreement or other instrument to which any Loan Party is a
party or by which any Loan Party or any of its property is bound; (v) do not result
in the creation or imposition of any Lien upon any of the property of any Loan Party
other than those in favor of Agent, on behalf of itself and the Lenders, pursuant to
the Loan Documents; and (vi) do not require the consent or approval of any
Governmental Authority or any other Person.




	 	b.	 	This Amendment has been duly executed and delivered by or on behalf of Borrower
and each other Loan Party which is party to the Guaranty.
	 
	 	c.	 	Each of this Amendment and the Amended Credit Agreement constitutes a legal,
valid and binding obligation of Borrower and each such Loan Party enforceable against
Borrower and such Loan Party in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
	 
	 	d.	 	No Default or Event of Default has occurred and is continuing both before and
after giving effect to this Amendment.
	 
	 	e.	 	No action, claim or proceeding is now pending or, to the knowledge of any Loan
Party signatory hereto, threatened against such Loan Party, at law, in equity or
otherwise, before any court, board, commission, agency or instrumentality of any
federal, state, or local government or of any agency or subdivision thereof, or before
any arbitrator or panel of arbitrators, which challenges such Loan Party’s right,
power, or competence to enter into this Amendment or, to the extent applicable, perform
any of its obligations under this Amendment, the Amended Credit Agreement or any other
Loan Document, or the validity or enforceability of this Amendment, the Amended Credit
Agreement or any other Loan Document or any action taken under this Amendment, the
Amended Credit Agreement or any other Loan Document or which if determined adversely
could have or result in a Material Adverse Effect. To the knowledge of each Loan
Party, there does not exist a state of facts which is reasonably likely to give rise to
such proceedings.
	 
	 	f.	 	All representations and warranties of the Loan Parties contained in the Credit
Agreement and the other Loan Documents are true and correct as of the date hereof with
the same effect as though such representations and warranties had been made on and as
of the date hereof, except to the extent that any such representation or warranty
expressly relates to an earlier date.





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          12. Additional Agreements. Borrower hereby agrees to deliver to Agent on the CSG
Acquisition Closing Date, a duly executed, complete and correct copy of the CSC Stock Purchase Agreement (including all schedules, exhibits, amendments, supplements, modifications,
assignments and all other material documents delivered pursuant thereto or in connection
therewith). Notwithstanding anything to the contrary contained in Section 8.1(d) of the
Credit Agreement, Agent and Lenders hereby waive as of the Fifth Amendment Effective Date any
Default or Event of Default that may arise under Section 8.1(d) solely as a result of a
default by CSG under the CSG Indebtedness.




          13. Remedies. This Amendment shall constitute a Loan Document. The breach by any
Loan Party of any representation, warranty, covenant or agreement in this Amendment shall
constitute an immediate Event of Default hereunder and under the other Loan Documents.




          14. No Other Amendments/Waivers. Except as expressly provided for herein, the Credit
Agreement and the other Loan Documents shall be unmodified and shall continue to be in full force
and effect in accordance with their terms. In addition, this Amendment shall not be deemed a
waiver of any term or condition of any Loan Document by the Agent or the Lenders with respect to
any right or remedy which the Agent or the Lenders may now or in the future have under the Loan
Documents, at law or in equity or otherwise or be deemed to prejudice any rights or remedies which
the Agent or the Lenders may now have or may have in the future under or in connection with any
Loan Document or under or in connection with any Default or Event of Default which may now exist or
which may occur after the date hereof. The Credit Agreement and all other Loan Documents are
hereby in all respects ratified and confirmed.




          15. Waiver of Claims. Borrower hereby waives, releases, remises and forever
discharges Agent, Lenders and each other Indemnified Person from any and all Claims of any kind or
character, known or unknown, which Borrower ever had, now has or might hereafter have against Agent
or any Indemnified Person which relates, directly or indirectly, to any acts or omissions of Agent
or such Lender or any other Indemnified Person on or prior to the Fifth Amendment Effective Date.




          16. Fees and Expenses. Borrower hereby reconfirms its obligations pursuant to
Section 11.2 of the Credit Agreement to pay and reimburse Agent for all reasonable
out-of-pocket expenses (including, without limitation, reasonable fees of counsel) incurred in
connection with the negotiation, preparation, execution and delivery of this Amendment and all
other documents and instruments delivered in connection herewith.




          17. Effectiveness. This Amendment shall become effective as of November 20, 2007 (the
“Fifth Amendment Effective Date”) only upon satisfaction in full in the judgment of the
Agent of each of the following conditions:





	 	a.	 	Amendment. Agent shall have received eight (8) original copies of this
Amendment duly executed and delivered by Agent, Lenders and Borrower and acknowledged
by the other Loan Parties.
	 
	 	b.	 	Representations and Warranties. All representations and warranties
contained in this Amendment shall be true and correct on and as of the Fifth Amendment
Effective Date.




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          18. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK. THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL, PURSUANT TO NEW YORK
GENERAL OBLIGATIONS LAW 5-1401, FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




          19. Counterparts. This Amendment may be executed by the parties hereto on any number
of separate counterparts and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.




[SIGNATURE PAGES FOLLOW]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the day and year first above written.




	 	 	 	 	 
	 	BORROWER:





DICK’S SPORTING GOODS, INC.

 	 
	 	By:  	/s/ Timothy E. Kullman
 	 
	 	 	Name:  	Timothy E. Kullman 	 
	 	 	Title:  	Senior Vice President and

Chief Financial Officer 	 
	 



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	 	AGENT:





GENERAL ELECTRIC CAPITAL

CORPORATION, as Agent

 	 
	 	By:  	/s/ Joseph H. Burt
 	 
	 	 	Name:  	Joseph Burt 	 
	 	 	Its: Duly Authorized Signatory 	 
	 



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	 	LENDERS:





GENERAL ELECTRIC CAPITAL

CORPORATION

 	 
	 	By:  	/s/ Joseph H. Burt
 	 
	 	 	Name:  	Joseph Burt 	 
	 	 	Its: Duly Authorized Signatory 	 
	 



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	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ James M. Steffy
 	 
	 	 	Name:  	James M. Steffy 	 
	 	 	Title:  	Vice President 	 
	 



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	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Andrew Cerassi
 	 
	 	 	Name:  	Andrew Cerassi 	 
	 	 	Title:  	Vice President 	 
	 



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	 	NATIONAL CITY BUSINESS CREDIT, INC.

 	 
	 	By:  	/s/ Matthew Potter
 	 
	 	 	Name:  	Matthew Potter 	 
	 	 	Title:  	Vice President 	 
	 



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	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Anthony D. Braxton
 	 
	 	 	Name:  	Anthony D. Braxton 	 
	 	 	Title:  	Director 	 
	 



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	 	CITIZEN’S BANK OF PENNSYLVANIA

 	 
	 	By:  	/s/ Don Cmar
 	 
	 	 	Name:  	Don Cmar 	 
	 	 	Title:  	Vice President 	 
	 



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	 	JPMORGAN CHASE BANK, N.A.

formerly known as

JP MORGAN CHASE BANK

 	 
	 	By:  	/s/ James M. Barbato
 	 
	 	 	Name:  	James M. Barbato 	 
	 	 	Title:  	Vice President 	 
	 



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Each of the undersigned Loan Parties hereby (i) acknowledges each of the amendments and waivers to
the Credit Agreement effected by this Amendment and (ii) confirms and agrees that its obligations
under its Guaranty shall continue without any diminution thereof and shall remain in full force and
effect on and after the effectiveness of this Amendment.



ACKNOWLEDGED, CONSENTED and AGREED to as of the date first written above.



	 	 	 	 	 
	 	AMERICAN SPORTS LICENSING, INC.

 	 
	 	By:  	/s/ Timothy E. Kullman
 	 
	 	 	Name:  	Timothy E. Kullman 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	DSG OF VIRGINIA, LLC

 	 
	 	By:  	/s/ Jeffrey R. Hennion
 	 
	 	 	Name:  	Jeffrey R. Hennion 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	GALYAN’S TRADING COMPANY, INC.

 	 
	 	By:  	/s/ Timothy E. Kullman
 	 
	 	 	Name:  	Timothy E. Kullman 	 
	 	 	Title:  	Vice President, Secretary and Treasurer 	 
	 



	 	 	 	 	 
	 	GALYAN’S NEVADA, INC.

 	 
	 	By:  	/s/ Timothy E. Kullman
 	 
	 	 	Name:  	Timothy E. Kullman 	 
	 	 	Title:  	Secretary and Treasurer 	 
	 



	 	 	 	 	 
	 	GALYAN’S OF VIRGINIA, INC.

 	 
	 	By:  	/s/ Timothy E. Kullman
 	 
	 	 	Name:  	Timothy E. Kullman 	 
	 	 	Title:  	Secretary and Treasurer 	 
	 



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	 	GOLF GALAXY, INC.

 	 
	 	By:  	/s/ John T. Wolfe
 	 
	 	 	Name:  	John T. Wolfe 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	GOLF GALAXY GOLFWORKS, INC.

 	 
	 	By:  	/s/ John T. Wolfe
 	 
	 	 	Name:  	John T. Wolfe 	 
	 	 	Title:  	Vice President 	 
	 




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