##### 



Exhibit 10.5
 AMENDED AND RESTATED
CREDIT AGREEMENT
 DATED AS OF OCTOBER 30, 2007
 AMONG
 SPORT SUPPLY GROUP, INC.,
 MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,
as Administrative Agent, as a Lender (including as the
Lender of WCMA Loans) and
as Sole Bookrunner and Sole Lead Arranger;
 AND
 THE ADDITIONAL LENDERS
FROM TIME TO TIME PARTY HERETO




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##### 



TABLE OF CONTENTS
 PageARTICLE 1DEFINITIONS
    
    
    2Section 1.1 Certain Defined Terms
    
    
    2Section 1.2 Accounting Terms and Determinations
    
    
    23Section 1.3 Other Definitional Provisions and References
    
    
    24ARTICLE 2LOANS AND LETTERS OF CREDIT
    
    
    24Section 2.1 Intentionally omitted
    
    
    24Section 2.2 Revolving Loans, WCMA Loans and Swingline Loans
    
    
    24Section 2.3 Interest, Interest Calculations and Certain Fees
    
    
    32Section 2.4 Notes
    
    
    35Section 2.5 Letters of Credit and Letter of Credit Fees
    
    
    36Section 2.6 General Provisions Regarding Payment; Loan Account
    
    
    39Section 2.7 Maximum Interest
    
    
    41Section 2.8 Taxes
    
    
    42Section 2.9 Capital Adequacy
    
    
    43Section 2.10 Mitigation Obligations
    
    
    43ARTICLE 3REPRESENTATIONS AND WARRANTIES
    
    
    44Section 3.1 Existence and Power
    
    
    44Section 3.2 Organization and Governmental Authorization; No Contravention
    
    
    44Section 3.3 Binding Effect
    
    
    44Section 3.4 Capitalization
    
    
    45Section 3.5 Financial Information
    
    
    45Section 3.6 Litigation
    
    
    45Section 3.7 Ownership of Property
    
    
    45Section 3.8 No Default
    
    
    46Section 3.9 Labor Matters
    
    
    46Section 3.10 Regulated Entities
    
    
    46Section 3.11 Margin Regulations
    
    
    46Section 3.12 Compliance With Laws; Anti-Terrorism Laws
    
    
    46Section 3.13 Taxes
    
    
    47Section 3.14 Compliance with ERISA
    
    
    47Section 3.15 Brokers
    
    
    48Section 3.16 Material Contracts
    
    
    48Section 3.17 Compliance with Environmental Requirements; No Hazardous Materials
    
    
    48Section 3.18 Intellectual Property
    
    
    50Section 3.19 Real Property Interests
    
    
    50Section 3.20 Solvency
    
    
    50
  -i-




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##### 



PageSection 3.21 Senior Debt
    
    
    50Section 3.22 Certain Representations regarding the Acquisition Documents
    
    
    50Section 3.23 Full Disclosure
    
    
    51Section 3.24 Representations and Warranties Incorporated from Other Operative Documents
    
    
    51ARTICLE 4AFFIRMATIVE COVENANTS
    
    
    51Section 4.1 Financial Statements and Other Reports
    
    
    51Section 4.2 Payment and Performance of Obligations
    
    
    54Section 4.3 Maintenance of Existence
    
    
    55Section 4.4 Maintenance of Property; Insurance
    
    
    55Section 4.5 Compliance with Laws
    
    
    56Section 4.6 Inspection of Property, Books and Records
    
    
    56Section 4.7 Use of Proceeds
    
    
    57Section 4.8 Lenders Meetings
    
    
    58Section 4.9 Intentionally omitted
    
    
    58Section 4.10 Hazardous Materials; Remediation
    
    
    58Section 4.11 Syndication
    
    
    58Section 4.12 Further Assurances
    
    
    59ARTICLE 5NEGATIVE COVENANTS
    
    
    60Section 5.1 Debt
    
    
    60Section 5.2 Liens
    
    
    61Section 5.3 Contingent Obligations
    
    
    62Section 5.4 Restricted Distributions
    
    
    63Section 5.5 Restricted Agreements
    
    
    63Section 5.6 Payments and Modifications of Subordinated Debt
    
    
    63Section 5.7 Consolidations, Mergers and Sales of Assets
    
    
    64Section 5.8 Purchase of Assets, Investments
    
    
    64Section 5.9 Transactions with Affiliates
    
    
    68Section 5.10 Modification of Organizational Documents
    
    
    68Section 5.11 Intentionally Omitted
    
    
    68Section 5.12 Fiscal Year
    
    
    68Section 5.13 Conduct of Business
    
    
    69Section 5.14 Intentionally Omitted
    
    
    69Section 5.15 Lease Payments
    
    
    69Section 5.16 Limitation on Sale and Leaseback Transactions
    
    
    69Section 5.17 Bank Accounts
    
    
    69Section 5.18 Compliance with Anti-Terrorism Laws
    
    
    69ARTICLE 6ACCOUNTS AND INVENTORY REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
    70Section 6.1 Accounts and Account Collections
    
    
    70Section 6.2 Inventory
    
    
    72
  -ii-




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##### 



PageARTICLE 7FINANCIAL COVENANTS
    
    
    73Section 7.1 Fixed Charge Coverage Ratio
    
    
    73Section 7.2 Senior Leverage Ratio
    
    
    73Section 7.3 Capital Expenditures
    
    
    73ARTICLE 8CONDITIONS
    
    
    73Section 8.1 Conditions to Closing
    
    
    73Section 8.2 Intentionally omitted
    
    
    74Section 8.3 Conditions to Each Loan, Support Agreement and Lender Letter of Credit
    
    
    74ARTICLE 9EVENTS OF DEFAULT
    
    
    75Section 9.1 Events of Default
    
    
    75Section 9.2 Acceleration and Suspension or Termination of Revolving Loan Commitment
    
    
    77Section 9.3 Cash Collateral
    
    
    78Section 9.4 Default Rate of Interest and Suspension of LIBOR Rate Options
    
    
    78Section 9.5 Setoff Rights
    
    
    78Section 9.6 Application of Proceeds
    
    
    79ARTICLE 10EXPENSES AND INDEMNITY
    
    
    80Section 10.1 Expenses
    
    
    80Section 10.2 Indemnity
    
    
    81ARTICLE 11ADMINISTRATIVE AGENT
    
    
    82Section 11.1 Appointment and Authorization
    
    
    82Section 11.2 Administrative Agent and Affiliates
    
    
    82Section 11.3 Action by Administrative Agent
    
    
    82Section 11.4 Consultation with Experts
    
    
    82Section 11.5 Liability of Administrative Agent
    
    
    82Section 11.6 Indemnification
    
    
    83Section 11.7 Right to Request and Act on Instructions
    
    
    83Section 11.8 Credit Decision
    
    
    84Section 11.9 Collateral Matters
    
    
    84Section 11.10 Agency for Perfection
    
    
    84Section 11.11 Notice of Default
    
    
    85Section 11.12 Successor Administrative Agent
    
    
    85Section 11.13 Disbursements of Revolving Loans; Payment and Sharing of Payment
    
    
    86Section 11.14 Right to Perform, Preserve and Protect
    
    
    89Section 11.15 Additional Titled Agents
    
    
    89
  -iii-




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##### 



PageARTICLE 12MISCELLANEOUS
    
    
    89Section 12.1 Survival
    
    
    89Section 12.2 No Waivers
    
    
    89Section 12.3 Notices
    
    
    90Section 12.4 Severability
    
    
    90Section 12.5 Amendments and Waivers
    
    
    91Section 12.6 Assignments; Participations; Replacement of Lenders
    
    
    92Section 12.7 Headings
    
    
    95Section 12.8 Confidentiality
    
    
    95Section 12.9 Waiver of Consequential and Other Damages
    
    
    96Section 12.10 Marshaling; Payments Set Aside
    
    
    96Section 12.11 GOVERNING LAW; SUBMISSION TO JURISDICTION
    
    
    96Section 12.12 WAIVER OF JURY TRIAL
    
    
    97Section 12.13 Publication; Advertisement
    
    
    97Section 12.14 Senior Debt
    
    
    97Section 12.15 Counterparts; Integration
    
    
    98Section 12.16 No Strict Construction
    
    
    98
  -iv-




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##### 



ANNEXES, EXHIBITS AND SCHEDULES
 ANNEXES
 Annex A
    
    -
    
    Commitment AnnexAnnex B
    
    -
    
    Closing ChecklistEXHIBITSExhibit A
    
    -
    
    Assignment AgreementExhibit B
    
    -
    
    Compliance CertificateExhibit C
    
    -
    
    Intentionally OmittedExhibit D
    
    -
    
    Notice of BorrowingExhibit E
    
    -
    
    Payment NotificationSCHEDULESSchedule 3.1
    
    -
    
    Existence, Organizational
Identification Numbers, Foreign Qualification, Prior NamesSchedule 3.4
    
    -
    
    CapitalizationSchedule 3.6
    
    -
    
    LitigationSchedule 3.15
    
    -
    
    BrokersSchedule 3.16
    
    -
    
    Material ContractsSchedule 3.17
    
    -
    
    Environmental ComplianceSchedule 3.18
    
    -
    
    Intellectual PropertySchedule 3.19
    
    -
    
    Owned Real EstateSchedule 5.1
    
    -
    
    DebtSchedule 5.2
    
    -
    
    LiensSchedule 5.3
    
    -
    
    Contingent ObligationsSchedule 5.8
    
    -
    
    InvestmentsSchedule 5.9
    
    -
    
    Affiliate TransactionsSchedule 5.13
    
    -
    
    Business Description




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##### 



AMENDED AND RESTATED CREDIT AGREEMENT
   Original Credit Agreement
 WCMA Agreement MLPF&S WCMA Service WCMA
Program
  First Amended Agreement Old SSG
  Credit Facility
Reduction October 2007 Amendments




---



##### 



ARTICLE 1
DEFINITIONS
 Certain Defined Terms.
  Acceleration Event
 Account Debtor
 Accounts
 Acquisition Documents
 Acquisition Pro Forma
 Acquisition Projections
 Activation Date
 Additional Titled Agent
 Adjustment Date
  -2-




---



##### 



Administrative Agent
 Administrative Agent Fee Letter
 Affected Lender
 Affiliate control
 Agreement
 Anti-Terrorism Laws
 Approved Fund
 Asset Disposition
 Assignment Agreement
 Back-to Back Letter of Credit
  -3-




---



##### 



Backup Books and Records
 Bankruptcy Code
 Base Rate plus
 Base Rate Loans
 Base Rate Margin provided
 Blocked Account
 Blocked Person
 Borrower
 Borrower Security Agreement
 Borrowers Account
  -4-




---



##### 



Business Day
 Capital Expenditures
 Capital Lease
 Cash Equivalents
 CERCLA
 Change of Control of the Borrower
  -5-




---



##### 



Closing Checklist
 Closing Date
 Code
 Collateral
 Commitment Annex
 Commitment Expiry Date
 Compliance Certificate
 Consolidated Subsidiary
 Contingent Obligation
  -6-




---



##### 



Controlled Group
 Convertible Senior Notes
 Convertible Senior Note Documents
 Credit Exposure provided
 Credit Facility Reduction
 Credit Party Credit Parties
 Debt
 Default
  -7-




---



##### 



Defaulted Lender
 Deposit Account Control Agreement
 Domestic Subsidiary
 EBITDA
 Eligible Assignee provided
 Eligible Swap Counterparty
  -8-




---



##### 



Environmental Laws
 Equipment
 ERISA
 ERISA Plan
 Event of Default
 Extraordinary Receipts provided
 Federal Funds Rate provided
  -9-




---



##### 



Financing Documents
 First Amended Agreement
 Fiscal Year
 Fixed Charge Coverage Ratio
 Foreign Lender
 GAAP
 Governmental Authority
 Governmental Authority Account
 Governmental Authority Account Debtors
 Guarantee provided
  -10-




---



##### 



Hazardous Materials
 Hazardous Materials Contamination
 Holding Company
 Indemnitees
 Information Certificate
 Instrument
 Intellectual Property
 Interest Period provided
 Inventory
 Investment plus
  -11-




---



##### 



Laws
 LC Issuer
 Lender
 Lender Letter of Credit
 Letter of Credit th
 Letter of Credit Liabilities plus
  -12-




---



##### 



LIBOR
 LIBOR Loans
 LIBOR Margin provided
 Lien
 Litigation
 Loan Account
 Loans
 Major Casualty Proceeds
  -13-




---



##### 



Margin Stock
 Material Adverse Effect
 Material Contracts
 Maximum Lawful Rate
 Merger
 Merger Agreement
 Merrill Lynch
 MLPF&S
 Money Accounts
 Multiemployer Plan
 Net Borrowing Availability
  -14-




---



##### 



Net Cash Proceeds provided
 Non-Funding Revolving Lender provided
 Notes
 Notice of Borrowing
 Notice of LC Credit Event
 Obligations
 October 2007 Amendments
 OFAC
  -15-




---



##### 



OFAC Lists
 Old SSG
 One-Month LIBOR The Wall Street Journal The Wall Street Journal
 One-Month LIBOR Margin provided
 Operative Documents
 Optional Revolving Loan Commitment Increase
 Ordinary Course of Business
 Organizational Documents
 Original Credit Agreement
 Overadvance Revolving Loans
 Participant
 Payment Account
  -16-




---



##### 



Payment Notification
 PBGC
 Pension Plan
 Permits
 Permitted Contest provided
 Permitted Liens
 Person
 Pricing Table
 Revolving Loans, WCMA Loansand all other ObligationsLIBOR/One-Tier
    
    Senior Leverage Ratio
    
    Base Rate1
    
    Month LIBORV
    
    Greater than or equal
to 2.00 to 1.00
    
    
    0.25
    %
    
    
    1.75
    %IV
    
    Greater than or equal
to 1.50 to 1.00, but
less than 2.00 to 1.00
    
    
    0.00
    %
    
    
    1.50
    %III
    
    Greater than or equal
to 1.00 to 1.00, but
less than 1.50 to 1.00
    
    
    -0.25
    %
    
    
    1.25
    %II
    
    Greater than or equal
to 0.50 to 1.00, but
less than 1.00 to 1.00
    
    
    -0.50
    %
    
    
    1.00
    %I
    
    Less than .0.50 to 1.00
    
    
    -0.75
    %
    
    
    0.75
    %
  
 1
    
    Not applicable to WCMA Loans.  -17-




---



##### 



Property Insurance Policy
 Pro Rata Share
 Reimbursement Obligations
 Reinvestment Reserve
 Replacement Lender
 Required Lenders
 Required Revolving Lenders
  -18-




---



##### 



Reserves
 Responsible Officer
 Restricted Distribution
 Revolving Lender
 Revolving Loan Borrowing
 Revolving Loan Commitment
  -19-




---



##### 



Revolving Loan Commitment Amount
 Revolving Loan Commitment Percentage divided
 Revolving Loan Limit minus
 Revolving Loan Note
 Revolving Loan Outstandings
 Revolving Loans
 Section 5. 8(b) Permitted Acquisition
 Section 5. 8(c) Permitted Acquisition
 Security Documents
 Senior Leverage Ratio
 Settlement Date
 Settlement Service
  -20-




---



##### 



Solvent
 Stated Rate
 Subordinated Debt
 Subordinated Debt Documents
 Subordination Agreements
 Subsidiary
 Support Agreement
  -21-




---



##### 



Supported Letter of Credit
 Swap Contract
 Swingline Lender
 Swingline Loan
 Swingline Loan Borrowing
 Swingline Loan Limit minus
 Swingline Loan Note
 Swingline Loan Outstandings
 Target
 Taxes
 Termination Date
 Total Debt
 UCC
 United States
 WCMA Account
 WCMA Agreement
 WCMA Commitment Percentage divided
  -22-




---



##### 



WCMA Lender
 WCMA Line of Credit
 WCMA Loan Commitment
 WCMA Loan Maturity Date
 WCMA Loan Note
 WCMA Loan Outstandings
 WCMA Loans
 WCMA Program
 WCMA Obligations
 WCMA Termination Date
 Wholly-Owned Subsidiary
 Accounting Terms and Determinations.
 provided that
  -23-




---



##### 



Other Definitional Provisions and References.
  ARTICLE 2
LOANS AND LETTERS OF CREDIT
 Intentionally omitted.
 Revolving Loans, WCMA Loans and Swingline Loans.
 Revolving Loans and Borrowings
 Revolving Loan Revolving Loans provided
 ®
  -24-




---



##### 



Overadvance
Revolving Loans provided, however
 Advancing Revolving Loans and WCMA Loans
    -25-




---



##### 



provided
  Mandatory Revolving Loan and WCMA Loan Repayments and Prepayments
 Termination Date
  -26-




---



##### 



WCMA
Termination Date
   provided
  -27-




---



##### 



provided provided provided further
   -28-




---



##### 



provided provided
  Reinvestment Reserve
 Optional Prepayments; Permanent Reduction of Revolving Loan Commitment; Reduction of
All Commitments; Early Termination
 provided
    -29-




---



##### 



Swingline Loans
 Swingline Loan provided
 provided
  -30-




---



##### 



provided
   -31-




---



##### 



Optional Revolving Loan Commitment Increase Request Optional Revolving Loan Commitment Increase
 All Prepayments
   Interest, Interest Calculations and Certain Fees.
 Interest
  plus
  -32-




---



##### 



plus
 plus
 Unused Line Fee.
 Administrative Agent Fee Letter.
 Computation of Interest and Related Fees; WCMA Late Charges
 Base Rate Loans and LIBOR Loans
 WCMA Loans. The Wall
Street Journal
  -33-




---



##### 



LIBOR Provisions
 LIBOR Election
 Inability to Determine LIBOR
 Illegality
  -34-




---



##### 



LIBOR Breakage Fee provided however
 Increased Costs
 Notes.
 Revolving Loan Notes and Swingline Loan Notes . Revolving Loan Note Swingline Loan Note
  -35-




---



##### 



WCMA Loan Note
 Letters of Credit and Letter of Credit Fees.
 Letter of Credit Support Agreement
    Letter of Credit Fee
 Reimbursement Obligations of Borrower
  -36-




---



##### 



Reimbursement and Other Payments by Borrower
  provided
     -37-




---



##### 



Deposit Obligations of Borrower Back-to-Back Letter of Credit)
 Participations in Support Agreements and Lender Letters of Credit
   -38-




---



##### 



General Provisions Regarding Payment; Loan Account.
 provided
  -39-




---



##### 



-40-




---



##### 



Maximum Interest.
  Stated Rate Maximum
Lawful Rate provided
  -41-




---



##### 



Taxes.
 Taxes
   -42-




---



##### 



Foreign Lender
 Capital Adequacy.
  Mitigation Obligations.
   -43-




---



##### 



ARTICLE 3
REPRESENTATIONS AND WARRANTIES
  Existence and Power.
 Permits
 Organization and Governmental Authorization; No Contravention.
  Binding Effect.
   -44-




---



##### 



Capitalization.
  Financial Information
    provided,
 Litigation.
  Ownership of Property.
   -45-




---



##### 



No Default.
  Labor Matters.
  Regulated Entities.
  Margin Regulations.
  Compliance With Laws; Anti-Terrorism Laws.
    -46-




---



##### 



Taxes.
  Compliance with ERISA.
    -47-




---



##### 



Brokers.
  Material Contracts.
 Material Contracts
 Compliance with Environmental Requirements; No Hazardous Materials.
    -48-




---



##### 



-49-




---



##### 



Intellectual Property.
  Real Property Interests.
  Solvency.
  Senior Debt.
  Certain
Representations regarding the Acquisition Documents.
   -50-




---



##### 



Full Disclosure.
  Representations and Warranties Incorporated from Other Operative Documents.
  ARTICLE 4
AFFIRMATIVE COVENANTS
  Financial Statements and Other Reports.
    -51-




---



##### 



-52-




---



##### 



-53-




---



##### 



Payment and Performance of Obligations.
   -54-




---



##### 



Maintenance of Existence.
  Maintenance of Property; Insurance.
     -55-




---



##### 



Compliance with Laws.
  Inspection of Property, Books and Records.
  Backup
Books and Records
  -56-




---



##### 



Use of Proceeds.
 Convertible Senior Notes Borrower agrees that under no circumstances will the
proceeds of any WCMA Loan be used: (i) for personal, family or household purposes of any person
whatsoever, or (ii) to purchase, carry or trade in securities, or repay debt incurred to purchase,
carry or trade in securities, whether in or in connection with the WCMA Account, another account of
Borrower with MLPF&S or an account of Borrower at any other broker or dealer in securities, or
(iii) unless otherwise consented to in writing by WCMA Lender, to pay any amount to Merrill Lynch
and Co., Inc. or any of its Subsidiaries, other than Merrill Lynch Bank USA, Merrill Lynch Bank &
Trust Co. or any Subsidiary of either of them (including WCMA Lender and Merrill Lynch Credit
Corporation).
    provided,
 provided
  -57-




---



##### 



Lenders Meetings.
  Intentionally omitted
 Hazardous Materials; Remediation.
   Syndication.
   -58-




---



##### 



Further Assurances.
    -59-




---



##### 



ARTICLE 5
NEGATIVE COVENANTS
  Debt.
      -60-




---



##### 



Liens.
        -61-




---



##### 



Contingent Obligations.
       $
  -62-




---



##### 



Restricted Distributions.
 provided
 Restricted Agreements.
  Payments and Modifications of Subordinated Debt.
   -63-




---



##### 



Consolidations, Mergers and Sales of Assets.
 $ $
 Purchase of Assets, Investments.
    -64-




---



##### 



Section 5. 8(b) Permitted Acquisition
 Target Section 5. 8(c) Permitted
Acquisition
   -65-




---



##### 



Acquisition Pro Forma
 Acquisition
Projections
  -66-




---



##### 



-67-




---



##### 



Transactions with Affiliates.
  Modification of Organizational Documents.
  Intentionally Omitted.
 Fiscal Year.
   -68-




---



##### 



Conduct of Business.
  Intentionally Omitted
 Lease Payments.
  Limitation on Sale and Leaseback Transactions.
  Bank Accounts.
  Compliance with Anti-Terrorism Laws.
 nolo contendere
  -69-




---



##### 



ARTICLE 6
ACCOUNTS AND INVENTORY REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS
  Accounts and Account Collections.
   -70-




---



##### 



Blocked Accounts
   -71-




---



##### 



Inventory.
   -72-




---



##### 



ARTICLE 7
FINANCIAL COVENANTS
  Fixed Charge Coverage Ratio.
  Senior Leverage Ratio.
  Capital Expenditures
 provided however
 ARTICLE 8
CONDITIONS
 Conditions to Closing.
      -73-




---



##### 



Intentionally omitted.
 Conditions to Each Loan, Support Agreement and Lender Letter of Credit.
   -74-




---



##### 



ARTICLE 9
EVENTS OF DEFAULT
 Events of Default.
 Event of Default
     -75-




---



##### 



$
     -76-




---



##### 



Acceleration and Suspension or Termination of Revolving Loan Commitment.
   -77-




---



##### 



Cash Collateral.
  Default Rate of Interest and Suspension of LIBOR Rate Options.
  Setoff Rights.
   -78-




---



##### 



provided,
 Application of Proceeds.
 first second third fourth fifth sixth
  first
  -79-




---



##### 



second third fourth fifth sixth seventh eighth ninth
  ARTICLE 10
EXPENSES AND INDEMNITY
 Expenses.
   -80-




---



##### 



Indemnity.
 Indemnitees
  -81-




---



##### 



ARTICLE 11
ADMINISTRATIVE AGENT
 Appointment and Authorization.
  Administrative Agent and Affiliates.
  Action by Administrative Agent.
  Consultation with Experts.
  Liability of Administrative Agent.
   -82-




---



##### 



Indemnification.
  Right to Request and Act on Instructions.
   -83-




---



##### 



Credit Decision.
  Collateral Matters.
  Agency for Perfection.
   -84-




---



##### 



Notice of Default.
  Successor Administrative Agent.
   -85-




---



##### 



Disbursements of Revolving Loans; Payment and Sharing of Payment.
 Revolving Loan Advances, Payments and Settlements; Interest and Fee Payments
 provided
  -86-




---



##### 



Settlement Date
   Intentionally Omitted
 Return of Payments
    -87-




---



##### 



Defaulted Lenders
 Sharing of Payments
 General Provisions. provided, however
 WCMA Account.
  -88-




---



##### 



Right to Perform, Preserve and Protect.
  Additional Titled Agents.
 Additional Titled Agents
 ARTICLE 12
MISCELLANEOUS
 Survival.
  No Waivers.
   -89-




---



##### 



Notices.
 provided
 provided
 provided
 Severability.
   -90-




---



##### 



Amendments and Waivers.
 provided
    -91-




---



##### 



Assignments; Participations; Replacement of Lenders.
 Assignments
     -92-




---



##### 



Settlement Service
  Participations
 Participant
  -93-




---



##### 



provided
 Replacement of Lenders
 Affected Lender Replacement Lender provided
  -94-




---



##### 



Credit Party Assignments
  Headings.
  Confidentiality.
 provided provided .
  -95-




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Waiver of Consequential and Other Damages.
  Marshaling; Payments Set Aside.
  GOVERNING LAW; SUBMISSION TO JURISDICTION.
 THIS AGREEMENT, EACH NOTE AND EACH OTHER FINANCING DOCUMENT, AND ALL MATTERS RELATING HERETO
OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), 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. BORROWER HEREBY CONSENTS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND
IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENTS ELECTION, ALL ACTIONS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN
SUCH COURTS. BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS
AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND
ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH IN THIS
AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
  -96-




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WAIVER OF JURY TRIAL.
 EACH OF BORROWER, ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH OF BORROWER,
ADMINISTRATIVE AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO
ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS
AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN
THEIR RELATED FUTURE DEALINGS. EACH OF BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WARRANTS AND
REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND
THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
 Publication; Advertisement.
 Publication
 Advertisement
 Senior Debt.
   -97-




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Counterparts; Integration.
  No Strict Construction.
   -98-




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##### 



SPORT SUPPLY GROUP, INC.By:
    
    /s/ John PittsName:
    John PittsTitle:
    Senior Vice President of FinanceAddress:
    1901 Diplomat DriveDallas, TX 75234Facsimile number: (214) 484-1377E-Mail Address: JPitts@SportSupplyGroup.comTaxpayer Identification Number: 2980248Payment Account Designation:Bank of AmericaReference:
    
    Sport Supply Group, Inc. (WCMA, Revolver)ABA No.: 026009593Account No.: 8188101946Account Name: MLBFS  Middle MarketWith a copy to:VINSON & ELKINS LLPAddress:
    
    2001 Ross Avenue, Suite 3700Dallas, Texas  75201Attention: Alan Bogdanow, Esq.Facsimile number: (214) 999-7857E-Mail Address: abogdanow@velaw.com
  -99-




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MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,as Administrative Agent and a Lender
(including as WCMA Lender)By:
    
    /s/ Brian TaltyName:
    Brian TaltyTitle:
    Vice PresidentAddress:
    15 Exchange Place, 4th FloorJersey City, New Jersey 07302-3914Attn:
    Account Manager for Sport Supply Group, Inc. TransactionFacsimile number: (201) 593-7870E-Mail Address: brian_talty@ml.comWith a copy to:Merrill Lynch Business Financial Services Inc.15 Exchange PlaceJersey City, New Jersey 07032Attn: Kimberly Y. Gross, Esq.Facsimile number: (201) 593-7868And with an additional copy to:TROUTMAN SANDERS LLPAddress:
    
    The Chrysler Building405 Lexington AvenueNew York, New York 10174Attention: William D. Freedman, Esq.Facsimile number: (212) 704-5935E-Mail Address: william.freedman@troutmansanders.com
  -100-




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BANK OF AMERICA, N.A.,as a LenderBy:
    
    /s/ Charles DaleName:
    
    Charles DaleTitle:
    
    Vice PresidentAddress:
    
    1201 Main StreetDallas, TX (TX1-609-06-02)Attention:
    
    Stacia MorganFacsimile number: (214) 508-8419E-Mail Address: charles.dale@bankofamerica.com
  -101-




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##### 



CONSENT AND AGREEMENT OF GUARANTORS
  DIXIE SPORTING GOODS CO., INC.By:
    
    /s/ John PittsIts:
    
    Chief Financial OfficerKESSLERS TEAM SPORTS, INC.By:
    
    /s/ John PittsIts:
    
    Chief Financial Officer
  -102-




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Annex A
 Commitment Annex
 Revolving Loan
    
    Revolving Loan
    
    WCMA Loan
    
    WCMA LoanCommitment
    
    Commitment
    
    Commitment
    
    CommitmentLender
    
    Amount
    
    Percentage
    
    Amount
    
    PercentageMerrill Lynch
    
    $
    15,000,000
    
    
    
    60
    %
    
    $
    5,000,000
    
    
    
    100
    %Bank of America, N.A.
    
    $
    10,000,000
    
    
    
    40
    %
    
    
    
    
    
    
    TOTALS
    
    $
    25,000,000
    
    
    
    100
    %
    
    $
    5,000,000
    
    
    
    100
    %
  -103-




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Annex B
 Closing Checklist
  -104-




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(MERRILL LYNCH LOGO)
    
    Exhibit A to Amended and Restated Credit Agreement 
(Assignment Agreement)
 Assignment Agreement  Assignor Assignee Credit Agreement Borrower
  Schedule Effective Date
    Exhibit A  Page 1




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Exhibit A  Page 2




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Exhibit A  Page 3




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ASSIGNOR:By:Title:ASSIGNEE:By:Title:Consented to:Merrill Lynch Business Financial Services Inc.,
as Administrative Agent and Swingline LenderBy:Title:Sport Supply Group, Inc.By:Title:
  Exhibit A  Page 4




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Schedule to Assignment Agreement
 Assignor:Assignee:Effective Date:
   Commitment/Loan
    
    Revolving Loan CommitmentAssignor Amounts
    
    $Amounts Assigned
    
    $Assignor Amounts (post-assignment)
    
    $
 Closing Fee:
    
    $
  Address for Notices:
    
    
    
    Address for Payments:Bank:Attention:
    
    
    
    
    
    ABA #:Telephone:
    
    
    
    
    
    Account #Facsimile:
    
    
    
    
    
    Reference:
  Exhibit A  Page 5




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(MERRILL LYNCH LOGO)
    
    Exhibit B to Amended and Restated Credit Agreement
(Compliance Certificate)
 COMPLIANCE CERTIFICATE
 Date:
 Borrower Credit Agreement
      
  Exhibit B  Page 1




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Revolving Loans, WCMA Loansand all other ObligationsLIBOR/One-Tier
    
    Senior Leverage Ratio
    
    Base Rate2
    
    Month LIBORV
    
    Greater than or equal
to 2.00 to 1.00
    
    
    0.25
    %
    
    
    1.75
    %IV
    
    Greater than or equal
to 1.50 to 1.00, but
less than 2.00 to 1.00
    
    
    0.00
    %
    
    
    1.50
    %III
    
    Greater than or equal
to 1.00 to 1.00, but
less than 1.50 to 1.00
    
    
    -0.25
    %
    
    
    1.25
    %II
    
    Greater than or equal
to 0.50 to 1.00, but
less than 1.00 to 1.00
    
    
    -0.50
    %
    
    
    1.00
    %I
    
    Less than .0.50 to 1.00
    
    
    -0.75
    %
    
    
    0.75
    %
 
 ByNameTitle
    
    
    
    of Borrower
 
 2
    
    Not applicable to WCMA Loans.  Exhibit B  Page 2




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FIXED CHARGE COVERAGE RATIO
(Section 7.1)
 Fixed Charge Coverage Ratio for the applicable measurement
period (the Defined Period) is defined as follows:Fixed Charges:Interest expense ($), net of interest income
($),
interest paid in kind ($) and amortization of
capitalized fees and expenses, if any, incurred to consummate
the transactions contemplated by the Operative Documents and
included in interest expense ($), included in the
determination of net income of Borrower and its Consolidated
Subsidiaries for the Defined Period (Total Interest Expense)
    
    $Plus:
    
    Any provision for (benefit from) income or franchise
taxes included in the determination of net income for the
Defined PeriodScheduled payments of principal for the Defined
Period with respect to all Debt (including the
portion of scheduled payments under Capital Leases
allocable to principal but excluding mandatory
prepayments required by Section 2.2(c) and
excluding scheduled repayments of Revolving Loans
and other Debt subject to reborrowing to the
extent not accompanied by a concurrent and
permanent reduction of the Revolving Loan
Commitment (or equivalent loan commitment))Increases (decreases) during the Defined Period in
deferred tax assetsDecreases (increases) during the Defined Period in
deferred tax liabilitiesRestricted Distributions made in
cash during the Defined PeriodFixed Charges
    

$
  Exhibit B  Page 3




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Operating Cash Flow:EBITDA for the Defined Period (calculated in the manner
required by Annex 1 to the Compliance Certificate)
    
    $Less:
    
    To the extent not already reflected
in the calculation of EBITDA, other capitalized costs, defined as the
gross amount paid in cash and capitalized during the Defined
Period, as long term assets, other than amounts capitalized
during the Defined Period as capital expenditures for
property, plant and equipment or similar fixed asset accountsOperating Cash Flow
    
    $Fixed Charge Coverage Ratio (Ratio of Operating Cash Flow to
Fixed Charges) for the Defined Period
    
    to 1.00Minimum Fixed Charge Coverage for the Defined Period
    
    to 1.00In Compliance
    
    Yes/No
  Exhibit B  Page 4




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SENIOR LEVERAGE RATIO
(Section 7.2)
 Total Debt:Average daily principal balance of the Revolving Loans for
the one month period ending on the last day of the applicable
measurement period (the Defined Period)
    
    $Plus: Letter of Credit Liabilities as of the last
day of the Defined PeriodOutstanding principal balance of all other Debt
of Borrower and its Consolidated Subsidiaries as
of the last day of the Defined PeriodLess: Subordinated DebtConvertible Senior NotesTotal Debt less Subordinated Debt and Convertible Senior Notes
    
    $EBITDA for the Defined Period (calculated in the manner
required by Annex 1 to the Compliance Certificate)
    
    $Plus:
    
    Pro Forma Acquisition EBITDA (as defined below) for
each Section 5.8(b) Permitted Acquisition and Section
5.8(c)
Permitted Acquisition (and each such proposed acquisition
for
determining compliance with Section 5.8)Permitted Acquisition No. 1:Permitted Acquisition No. 2:[add additional line items, as applicable]Adjusted EBITDA
    
    $Senior Leverage Ratio (ratio of Total Debt less Subordinated
Debt and Convertible Senior Notes to Adjusted EBITDA) for the
Defined Period
    
    to 1.00Maximum Senior Leverage Ratio for the Defined Period
    
    2.50 to 1.00In Compliance
    
       Yes/No
  Exhibit B  Page 5




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Pro Forma Acquisition EBITDA minus
  Exhibit B  Page 6




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##### 



CAPITAL EXPENDITURES
(Section 7.3)
 Capital Expenditures for the applicable measurement period
(the Defined Period) are defined as follows:
    $Amount capitalized during the Defined Period by Borrower and
its Consolidated Subsidiaries as capital expenditures for
property, plant, and equipment or similar fixed asset
accounts, including any such expenditures by way of
acquisition of a Person or by way of assumption of Debt or
other obligations, to the extent reflected as plant, property
and equipment, but in each case excluding the effect of any
Section 5.8(b) Permitted Acquisition or Section 5.8(c)
Permitted AcquisitionPlus:
    
    deposits made in the Defined Period in connection with
property, plant, and equipment; less deposits of a prior
period included aboveLess:
    
    Net Cash Proceeds of Asset Dispositions received during
the Defined Period which (i) Borrower or a Subsidiary is
permitted to reinvest pursuant to the terms of the Credit
Agreement and (ii) are included in capital
expenditures aboveProceeds of Property Insurance Policies received
during the Defined Period which (i) Borrower or a
Subsidiary is permitted to reinvest pursuant to
the terms of the Credit Agreement and (ii) are
included in capital expenditures aboveAdditional Capital Expenditures for the period of January 1,
2008 to December 31, 2008 pursuant to Section 7.3 of the
Credit Agreement
    $Capital Expenditures
    $Permitted Capital Expenditures
    $In Compliance
    
    Yes/No
  Exhibit B  Page 7




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ANNEX 1 TO COMPLIANCE CERTIFICATE
EBITDA
 EBITDA for the
applicable measurement period (the Defined Period) is defined as follows:Net income (or loss) for the Defined Period of Borrower and
its Consolidated Subsidiaries, but excluding: (a) the income
(or loss) of any Person (other than Subsidiaries of Borrower)
in which Borrower or any of its Subsidiaries has an ownership
interest unless received by Borrower or its Subsidiary in a
cash distribution; and (b) the income (or loss) of any Person
accrued prior to the date it became a Subsidiary of Borrower
or is merged into or consolidated with Borrower
    
    $Plus:
    
    Any provision for (or less any benefit from) income and
franchise taxes (or, as the successor to franchise taxes in
the State of Texas, margin tax) included in the
determination of net income for the Defined PeriodInterest expense, net of interest income, deducted
in the determination of net income for the Defined
PeriodCompensation expense recognized pursuant to
Statement of Financial Accounting Standards No.
123R (SFAS 123R) and deducted in the
determination of net
income3Amortization and depreciation deducted in the
determination of net income for the Defined PeriodEBITDA for the Defined Period
    

$
 
 3
    
    Amounts added back are limited to compensation
expense solely in respect of the grant or vesting of stock-based compensation
required to be recognized pursuant to SFAS 123R and solely to the extent such
expense is a non-cash item.  Exhibit B  Page 8




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Schedule 1 to
Compliance Certificate
 [Borrower to list any existing Defaults or Events of Default, specifying the nature and period of
existence of each, and the actions Borrower has taken, is undertaking and proposes to take in
respect thereof. If no Defaults and no Events of Default are then in existence, such schedule
should read None.]
  Exhibit B  Page 9




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This Exhibit has been intentionally omitted.
  Exhibit C  Page 1




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( MERRILL LYNCH LOGO)
    
    Exhibit D to Amended and Restated Credit Agreement(Notice of Borrowing)
 SPORT SUPPLY GROUP, INC.
 
Date:
 Borrower 2. 2(b) /2.3(e) Credit Agreement
 [complete as appropriate]
 date
 date
 date
   Exhibit D  Page 1




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ByNameTitle
    
    
    
    of Borrower
  Exhibit D  Page 2




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(MERRILL LYNCH LOGO)
    
    Exhibit E to Amended and Restated Credit Agreement(Payment Notification)
 SPORT SUPPLY GROUP, INC.

Date:   ,
  
 uch mandatory prepayment is being made pursuant to Section 2.2(c)  of the Credit Agreement.
 Fax to MLC Operations 312-499-3336 no later than noon Chicago time
 Note: Funds must be received no later than noon Chicago time for same day application
 Wire Instructions:Bank Name:
    
    Bank of AmericaABA#
    
    026009593Account Name:
    
    Merrill Lynch Business Financial Services Inc.Account #:
    
    8188101946Reference:
    
    Sport Supply Group, Inc. (WCMA, Revolver)Address:
    
    Merrill Lynch Business Financial Services Inc.

222 N. LaSalle Street, 15th Floor

Chicago, IL 60601
  Exhibit E  Page 1




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ByNameTitle
    
    
    
    of Borrower
  Exhibit E  Page 2