THIRD AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.33

THIRD AMENDMENT AND WAIVER TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT

          THIRD AMENDMENT AND WAIVER, dated as of February 28, 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, among other things, to amend and waive 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. Waiver . Required Lenders hereby waive, as of the Third Amendment Effective Date (as hereinafter defined) any Default or Event of Default under Section 6.2(c) of the Credit Agreement solely resulting from Borrower’s failure to grant a first priority perfected Lien to Agent in the Wells Fargo Cash Management – Money Market Account (account number 12704219); provided , that Borrower shall cause such Lien to be so perfected no later than May 13, 2007, and, in connection therewith, deliver to Agent no later than such date a duly executed control agreement covering such account, which agreement shall be in form and substance satisfactory to Agent and its counsel.

          3. Amendment to Section 6.3 of the Credit Agreement . Section 6.3 of the Credit Agreement is hereby amended as of the Third Amendment Effective Date by deleting clause (c) thereof in its entirety and inserting a new clause (c) to read as follows:

“(c) Capital Lease Obligations and Indebtedness secured by purchase money Liens permitted under clause (c) of Section 6. 7 (including any such Capital Lease Obligations and Indebtedness set forth in Schedule 6. 3 or any extensions, renewals, replacements or modifications thereof) in a maximum outstanding aggregate amount not to exceed $15,000,000 plus the outstanding amount of the Progress Payment Promissory Note;”

          4. Amendment to Section 6.7 of the Credit Agreement . Section 6.7 of the Credit Agreement is hereby amended as of the Third Amendment Effective Date by deleting clause (c) thereof in its entirety and inserting in lieu thereof a new clause (c) to read as follows:

“(c) purchase money Liens or purchase money security interests upon or in Equipment acquired by any Loan Party in the ordinary course of business to secure the purchase price of such Equipment or to secure Capital Lease Obligations, in each case, permitted under clause (c) of Section 6.3 incurred solely for the purpose of financing the acquisition of such Equipment, and Liens granted pursuant to the Bank of America Lease and the Collateral Assignment of Purchase Agreement, in each case as in effect on February 28, 2007, to secure, among other things, the obligations evidenced by the Progress Payment Promissory Note;”

          5. Amendments to Annex A of the Credit Agreement . Annex A of the Credit Agreement is hereby amended as of the Third Amendment Effective Date by:

(a) adding the following new definitions in appropriate alphabetical order therein:

“‘ Bank of America Lease ’ shall mean that certain Lease Agreement dated as of February 28, 2007 between Bank of America, N.A. as Lessor and Borrower as Lessee.

‘ Collateral Assignment of Purchase Agreement ’ shall mean that certain Collateral Assignment of Purchase Agreement, dated as of February 28, 2007, by and among the parties thereto entered into in connection with the Bank of America Lease.

‘ Progress Payment Promissory Note ’ shall mean that certain Progress Payment Promissory Note dated February 28, 2007 in the original principal amount of $14,385,500.00 made by Borrower in favor of Bank of America, N.A. in connection with the transactions contemplated by the Bank of America Lease.”

          6. 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: