FIRST AMENDMENT TO
AMENDED AND RESTATED FINANCING AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENT (this
"AMENDMENT"), dated as of October 31, 2003, is entered into by and between BIG 5 CORP. (the
"COMPANY"), the lenders under the Financing Agreement (as defined below) (the "LENDERS"), and THE
CIT GROUP/BUSINESS CREDIT, INC., as Agent for the Lenders (in such capacity, the "AGENT").
A. Company, Agent and Lenders previously entered into that certain Amended and Restated Financing
Agreement dated as of March 20, 2003 (the "FINANCING AGREEMENT"), pursuant to which Lenders
provide loans and other financial accommodations to Company from time to time.
B. Company, Agent and Lenders wish to amend certain terms of the Financing Agreement.
C. Company, Agent and Lenders are willing to agree to such amendments to the Financing Agreement on the
terms and subject to the conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth below
and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined herein, shall have the respective meanings
set forth in the Financing Agreement.
2. Amendment. Section 6.10(H) of the Financing Agreement is hereby amended and restated in its entirety to
read as follows:
"(H) Repurchase, acquire, prepay, or redeem any Senior Notes, except that (i) during the period commencing
December 1, 2003 through December 15, 2003, the Company may repurchase, acquire, prepay or redeem
Senior Notes for an amount not to exceed $36,500,000 in the aggregate for all such repurchases, acquisitions,
prepayments or redemptions so long as
(x) no Default or Event of Default is then in existence or will be in existence after giving effect to such repurchase,
acquisition, prepayment, or redemption, and (y) after giving effec