FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made as of June 19, 2009 (the “First Amendment to Credit Agreement,” or this “Amendment” ), among SPORT SUPPLY GROUP , INC. , a Delaware corporation ( “Borrower” ), the lenders party hereto (the “ Lenders ” ) and BANK OF AMERICA, N.A. , as administrative agent for the Lenders ( “Administrative Agent” ).

A.           Borrower, Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of February 9, 2009, as modified pursuant to the terms of that certain letter dated as of April 1, 2009 from Administrative Agent to Borrower (the “Original Credit Agreement” ).

B.           The parties desire to amend the Original Credit Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Same Terms .  All terms used herein which are defined in the Original Credit Agreement shall have the same meanings when used herein, unless the context hereof otherwise requires or provides.  In addition, all references in the Loan Documents to the “Agreement”   shall mean the Original Credit Agreement, as amended by this First Amendment to Credit Agreement, as the same shall hereafter be amended from time to time.  In addition, the following term has the meaning set forth below:

“ Effective Date” means June 19, 2009.

2.            Amendments to Original Credit Agreement .  On the Effective Date, the Original Credit Agreement shall be amended as follows:

(a)           The definition of “ Permitted Acquisition ” shall be amended and restated as follows:

“ Permitted Acquisition ” means, (a) any Acquisition by a Loan Party so long as the Dollar amount of such Acquisition, together with the aggregate Dollar amount of all other Acquisitions (including Acquisitions permitted by Section 7.02(m) ) made by any Loan Party after the Closing Date, does not exceed $2,000,000, and (b) any Acquisition by a Loan Party that does not meet the requirements in part (a) above, so long as it satisfies each of the following requirements:

(i)           if such Acquisition is an Acquisition of Equity Interests of a Person, such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12 ;

(ii)           such Acquisition shall not include or result in any contingent liabilities that could reasonably be expected to have a Material Adverse Effect;

(iii)           the target of such Acquisition shall not have had an operating loss for the period of 12 consecutive months ending on the date of the acquisition

(the calculation of such operation gain or loss in each case shall include such adjustments as may be reasonable to reflect items not reflective of the target or assets to be acquired, and non-recurring items, which calculations shall be in form and substance reasonably acceptable to the Administrative Agent);

(iv)           immediately after giving effect to such Acquisition, the Consolidated Leverage Ratio would not exceed 2.50 to 1.0;

(v)           (A) immediately before and immediately after giving pro forma effect to any such Acquisition, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to such Acquisition, the Companies shall be in pro forma compliance with all of the Financial Covenants, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01 as though such Acquisition had been con