THIRD AMENDMENT TO SECOND AMENDED AND
RESTATED FINANCING AGREEMENT
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 ”).
A. The Companies, the Lenders, and Agent have previously entered into that certain Second Amended and
Restated Financing Agreement dated as of December 15, 2004 (as amended, restated or otherwise modified
from time to time, the “ Financing Agreement ”).
B. The Companies, the Required Lenders, and Agent have agreed to amend the Financing Agreement on the
terms and subject to the conditions set forth below.
Accordingly, in consideration of the premises and the mutual covenants contained herein, and for other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Definitions Incorporated . Initially capitalized terms used but not defined in this Amendment have the
respective meanings set forth in the Financing Agreement.
2. Amendments to Financing Agreement . The Financing Agreement is hereby amended as follows:
(a) Amended and Restated Definitions . Each of the following definitions set forth in Section 1 of the
Financing Agreement is hereby amended and restated in their entirety to read as follows:
Availability Reserve shall mean at any time of determination an amount equal to the sum of: (a) the
then undrawn amount of all outstanding Letters of Credit, (b) the amount of all past due sales taxes due