0000950124-08-001136 Sample Contracts

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT
Financing Agreement • March 10th, 2008 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT (this “Amendment”) is entered into as of February 8, 2008, by and among BIG 5 CORP., a Delaware corporation (hereinafter referred to as “Big 5”), BIG 5 SERVICES CORP., a Virginia corporation (hereinafter referred to as “Big 5 Services”; and, together with Big 5, collectively, the “Companies”, and each individually a “Company”), the Lenders party hereto and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, as agent for the Lenders (in such capacity, the “Agent”).

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT
Financing Agreement • March 10th, 2008 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT (this “Amendment”) is entered into as of August 24, 2007, by and between THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (hereinafter “CITBC”), the Revolving Lenders, the Term Lenders, and any other lenders from time to time party hereto (CITBC and such other lenders are individually sometimes referred to herein as a “Lender” and collectively as the “Lenders”), CITBC as agent for the Lenders, and BIG 5 CORP., a Delaware corporation (hereinafter referred to as “Big 5”), and BIG 5 SERVICES CORP., a Virginia corporation (hereinafter referred to as “Big 5 Services”; and, together with Big 5, collectively, the “Companies”, and each individually a “Company”), with respect to the following:

BIG 5 SPORTING GOODS CORPORATION RESTRICTED STOCK AGREEMENT
Corporation Restricted Stock Agreement • March 10th, 2008 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • Delaware

THIS RESTRICTED STOCK AGREEMENT (together with the attached grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Big 5 Sporting Goods Corporation, a Delaware corporation (the “Company”), and the individual (the “Grantee”) set forth on the Grant Notice.

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