Exhibit 10.1.1

AMENDMENT NUMBER ONE  TO  FIRST AMENDED AND RESTATED FINANCING AGREEMENT

This AMENDMENT NUMBER ONE TO FIRST AMENDED AND RESTATED FINANCING AGREEMENT (this "Amendment"), dated as of April 11, 2005, amends that certain First
Amended and Restated Financing Agreement, dated as of September 15, 2004 (as may be amended from time to time, the "Financing Agreement"), executed by The Sports Authority, Inc., a
Delaware corporation ("Parent"), and each of the subsidiaries of Parent identified on the signature pages thereto ("Subsidiaries," together with the Parent shall be referred to herein as the
"Borrowers"), and The CIT Group/Business Credit, Inc., a New York corporation ("Agent"), for its benefit and the benefit of the lenders (such lenders are collectively referred to herein as the
"Lender Group") that are parties from time to time to the Financing Agreement.

RECITALS

WHEREAS, Agent, for its benefit and the benefit of the Lender Group, and Borrowers wish to amend the Financing Agreement pursuant to the terms and provisions set
forth in this Amendment as herein provided; and

NOW,
THEREFORE, the parties hereto agree as follows:

AGREEMENT

1.Definitions.Capitalized terms used herein and not otherwise defined herein, shall have the respective meanings set forth
in the Financing Agreement.

2.Applicable Margin Definition Amendment.The definition of "Applicable Margin" in the Financing Agreement is deleted and
the following substituted in place thereof:



|Pricing Level |  | Funded Debt Ratio                                |  | Revolving Line of
Credit Applicable
Margin for LIBOR Loans |   | Revolving Line of
Credit Applicable
Margin for Chase Bank
Rate Loans |   | Term Loan Applicable
Margin for LIBOR Loans |   | Term Loan Applicable
Margin for Chase Bank
Rate Loans |  
|------------- |  | ------------------------------------------------ |  | ---------------------------------------------------------- | - | -------------------------------------------------------------------- | - | ------------------------------------------- | - | ----------------------------------------------------- | -
|1             |  | Greater than 3.25                                |  | 2.00                                                       | % | 0.00                                                                 | % | 4.00                                        | % | 2.25                                                  | %
|2             |  | Greater than 2.50 but less than or equal to 3.25 |  | 1.75                                                       | % | 0.00                                                                 | % | 3.50                                        | % | 1.75                                                  | %
|3             |  | Greater than 1.75 but less than or equal to 2.50 |  | 1.50                                                       | % | 0.00                                                                 | % | 3.00                                        | % | 1.75                                                  | %
|4             |  | Less than or equal to 1.75                       |  | 1.25                                                       | % | 0.00                                                                 | % | 3.00                                        | % | 1.50                                                  | %

Any
adjustment to the prevailing Applicable Margin shall be effective on the first (1st) Business Day of the month immediately following the date on which the Agent has received and reviewed Fiscal
Quarter end financial statements in accordance with any requirements established by the Agent for the preparation and delivery thereof. Notwithstanding anything in this Agreement to the contrary, in
the event that, the audited financial statements of the Borrowers required hereunder for such Fiscal Year shall indicate that the actual Funded Debt Ratio was higher for any Fiscal Quarter in such
Fiscal Year than previously reported in the quarterly financial statements for such quarter, then the Applicable Margin shall be adjusted retroactively (to the effective date of the Applicable Margin
which was based

---



upon
the delivery of such incorrect financial statements) to reflect the correct margin, and the Borrowers shall make payments to the Agent, for the ratable benefit of the Lenders, to reflect such
adjustment."

3.Early Termination Fee Definition Amendment.The definition of "Early Termination Fee" in the Financing Agreement is
deleted and the following is substituted in place thereof:



4.Fixed Charge Coverage Ratio Definition Amendment.The definition of "Fixed Charge Coverage Ratio" in the Financing
Agreement is deleted and the following substituted in place thereof:



5.Amendment.The following definitions are added to the Financing Agreement:



6.Maturity Date Definition Amendment.The date of August 4, 2008 in subsection (i) of the definition of
"Maturity Date" in the Financing Agreement is hereby deleted and the date of August 4, 2009 is substituted in its place.

7.Section 11 Amendment.The date of August 4, 2008 in Section 11 of the Financing Agreement is hereby
deleted and the date August 4, 2009 substituted in its place.

8.Section 14.12 Amendment.The date of August 4, 2008 in the fourth line of Section 14.12 of the
Financing Agreement is hereby deleted and the date of August 4, 2009 is substituted in its place.

9.     Condition Precedent.The effectiveness of this Amendment is expressly conditioned upon the receipt by Agent of an executed
copy of this Amendment executed by Borrowers and each of the members of the Lender Group.

10.Entire Agreement.The Financing Agreement, as amended hereby, embodies the entire agreement and understanding between the
parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

2

---



11.Conflicting Terms.In the event of a conflict between the terms and provisions of this Amendment and the terms and
provisions of the Financing Agreement, the terms of this Amendment shall govern. In all other respects, the Financing Agreement, as amended and supplemented hereby, shall remain in full force and
effect.

12.Headings.Section and subsection headings in this Amendment are included for convenience of reference only
and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

13.Counterparts.This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telefacsimile shall be equally effective as delivery of an original
executed counterpart of this Amendment.

14.Governing Law.This Amendment shall be governed by and construed according to the laws of the State of California.

[SIGNATURE
PAGES APPEAR ON FOLLOWING PAGE]

3

---



IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment Number One To First Amended and Restated Financing Agreement as of the date first above written.

| |  | BORROWERS:                                         
| |  | ---------------------------------------------------
| |  | THE SPORTS AUTHORITY, INC.,a Delaware corporation  
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             
| |  | TSA CORPORATE SERVICES, INC.,a Colorado corporation
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             
| |  | TSA GIFT CARD, INC.,a Virginia corporation         
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             
| |  | By:                                                
| |  | Name:                                              
| |  | Title:                                             
| |  |                                                    

S-1

---



| |  | THE SPORTS AUTHORITY MICHIGAN, INC.,a Michigan corporation
| |  | ----------------------------------------------------------
| |  | By:                                                       
| |  | Name:                                                     
| |  | Title:                                                    
| |  | By:                                                       
| |  | Name:                                                     
| |  | Title:                                                    
| |  | TSA STORES, INC.,a Delaware corporation                   
| |  | By:                                                       
| |  | Name:                                                     
| |  | Title:                                                    
| |  | By:                                                       
| |  | Name:                                                     
| |  | Title:                                                    
| |  | LENDERS:                                                  
| |  | THE CIT GROUP/BUSINESS CREDIT, INC.,a New York corporation
| |  | By:                                                       
| |  | Name:                                                     
| |  | Title:                                                    
| |  | Revolving Loans Commitment:                               
| |  |                                                           
| |  | Term Loan Commitment:                                     
| |  |                                                           
| |  |                                                           

S-2

---



| |  | FLEET RETAIL GROUP, INC.,a Delaware corporation                 
| |  | ----------------------------------------------------------------
| |  | By:                                                             
| |  | Name:                                                           
| |  | Title:                                                          
| |  | Revolving Loans Commitment:                                     
| |  |                                                                 
| |  | Term Loan Commitment:                                           
| |  |                                                                 
| |  | WELLS FARGO FOOTHILL, LLC,a California limited liability company
| |  | By:                                                             
| |  | Name:                                                           
| |  | Title:                                                          
| |  | Revolving Loans Commitment:                                     
| |  |                                                                 
| |  | GENERAL ELECTRIC CAPITAL CORPORATION,a Delaware corporation     
| |  | By:                                                             
| |  | Name:                                                           
| |  | Title:                                                          
| |  | Revolving Loans Commitment:                                     
| |  |                                                                 
| |  |                                                                 

S-3

---



| |  | NATIONAL CITY BUSINESS CREDIT, INC.,an Ohio corporation (formerly know as National City Commercial Finance, Inc.)            
| |  | -----------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                          
| |  | Name:                                                                                                                        
| |  | Title:                                                                                                                       
| |  | Revolving Loans Commitment:                                                                                                  
| |  |                                                                                                                              
| |  | WACHOVIA BANK, NATIONAL ASSOCIATION,as successor by merger to Congress Financial Corporation (Southwest), a Texas corporation
| |  | By:                                                                                                                          
| |  | Name:                                                                                                                        
| |  | Title:                                                                                                                       
| |  | Revolving Loans Commitment:                                                                                                  
| |  |                                                                                                                              
| |  | LASALLE BANK NATIONAL ASSOCIATION,                                                                                           
| |  | By:                                                                                                                          
| |  | Name:                                                                                                                        
| |  | Title:                                                                                                                       
| |  | Revolving Loans Commitment:                                                                                                  
| |  |                                                                                                                              
| |  | JPMORGAN CHASE BANK, N.A.                                                                                                    
| |  | By:                                                                                                                          
| |  | Name:                                                                                                                        
| |  | Title:                                                                                                                       
| |  | Revolving Loans Commitment:                                                                                                  
| |  |                                                                                                                              
| |  |                                                                                                                              

S-4

---



| |  | PNC BANK, NATIONAL ASSOCIATION,    
| |  | -----------------------------------
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  | Revolving Loans Commitment:        
| |  |                                    
| |  | AmSOUTH BANK,an Alabama corporation
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  | Revolving Loans Commitment:        
| |  |                                    

S-5

---



QuickLinks