BIG 5 SPORTING GOODS CORP
EXHIBIT 10.28              )
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>3
<FILENAME>v97156exv10w28.txt
<DESCRIPTION>EXHIBIT 10.28              )
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.28

                               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").

                                    RECITALS

         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.

                                    AGREEMENT

         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 effect to such
         repurchase, acquisition, prepayment, or redemption, the Company shall
         have not less than $25,000,000 in Company Liquidity and (ii) at any
         time after December 15, 2003, the Company may repurchase, acquire,
         prepay, or redeem Senior Notes so long as (x) no Default or Event of
         Default is then in existence


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         or will be in existence after giving effect to such repurchase,
         acquisition, prepayment, or redemption, and (y) after giving effect to
         such repurchase, acquisition, prepayment, or redemption, the Company
         shall have not less than $40,000,000 in Company Liquidity.

         3. Conditions to Effectiveness. The foregoing amendment shall become
effective only upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of all such conditions being referred to as
the "AMENDMENT EFFECTIVE DATE");

                  (a) Agent shall have received this Amendment, duly executed
         and delivered by the Company, the Agent and the Required Lenders.

                  (b) Each of the representations and warranties set forth in
         this Amendment shall be true and correct as of the Amendment Effective
         Date.

         4. Representations and Warranties. In order to induce Agent and Lenders
to enter into this Amendment and to amend the Financing Agreement in the manner
provided in this Amendment, Company represents and warrants to Agent and Lenders
as of the Amendment Effective Date as follows:

                  (a) Power and Authority. Company has all requisite corporate
         power and authority to enter into this Amendment and to carry out the
         transactions contemplated by, and perform its obligations under, the
         Financing Agreement as amended by this Amendment.

                  (b) Authorization of Agreements. The execution and delivery of
         this Amendment by Company and the performance by Company of the
         Financing Agreement, as amended hereby, have been duly authorized by
         all necessary action, and this Amendment has been duly executed and
         delivered by Company.

                  (c) Representations and Warranties in the Financing Agreement.
         Company confirms that as of the Amendment Effective Date, the
         representations and warranties contained in Section 6 of the Financing
         Agreement are (before and after giving effect to this Amendment) true
         and correct in all material respects (except to the extent any such
         representation and warranty is expressly stated to have been made as of
         a specific date, in which case it shall be true and correct as of such
         specific date) and that no Default or Event of Default has occurred and
         is continuing.

         5. Miscellaneous.

                  (a) Reference to and Effect on the Existing Financing
         Agreement.

                           (i) Except as specifically amended by this Amendment
                  and the documents executed and delivered in connection
                  herewith, the Financing Agreement shall remain in full force
                  and effect and is hereby ratified and confirmed.


                                       2
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                           (ii) The execution and delivery of this Amendment and
                  performance of the Financing Agreement shall not, except as
                  expressly provided herein, constitute a waiver of any
                  provision of, or operate as a waiver of any right, power or
                  remedy of Agent and any Lender under, the Financing Agreement
                  or any agreement or document executed in connection therewith.

                           (iii) Upon the conditions precedent set forth herein
                  being satisfied, this Amendment shall be construed as one with
                  the existing Financing Agreement, and the existing Financing
                  Agreement shall, where the context requires, be read and
                  construed throughout so as to incorporate this Amendment.

                  (b) Headings. Section and subsection headings in this
         Amendment are included for convenience of reference only and shall not
         constitute a part of this Amendment for any other purpose or be given
         any substantive effect.

                  (c) Counterparts. This Amendment may be executed in one or
         more counterparts, each of which shall be deemed an original but all of
         which together shall constitute one and the same instrument.

                  (d) Governing Law. This Amendment shall be governed by and
         construed according to the laws of the State of California.


                                       3
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                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.

                                            BIG 5 CORP.


                                            By: /s/ CHARLES P. KIRK
                                                --------------------------------
                                            Name: Charles P. Kirk
                                                  ------------------------------
                                            Title: SR. VICE PRESIDENT & CFO
                                                   -----------------------------



                                            THE CIT GROUP/BUSINESS
                                            CREDIT, INC. (as Agent and a Lender)



                                            By: /s/ ADRIAN AVALOS
                                                --------------------------------
                                            Name: Adrian Avalos
                                                  ------------------------------
                                            Title: Vice President
                                                   -----------------------------



                                            FLEET CAPITAL CORPORATION (as
                                            Lender)


                                            By: /s/ MATTHEW R. VAN STEENHUYBE
                                                --------------------------------
                                            Name: MATTHEW R. VAN STEENHUYBE
                                                  ------------------------------
                                            Title: SENIOR VICE PRESIDENT
                                                   -----------------------------



                                            PNC BANK, NATIONAL ASSOCIATION
                                            (as Lender)


                                            By:
                                                --------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------



                                            BANK OF AMERICA, N.A. (as Lender)

                                            By: /s/ STEPHEN KING
                                                --------------------------------
                                            Name: Stephen King
                                                  ------------------------------
                                            Title: Vice President
                                                   -----------------------------



                                       4

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                                            TRANSAMERICA BUSINESS CAPITAL
                                            CORPORATION (as Lender)

                                            By: /s/ ARI KAPLAN
                                                --------------------------------
                                            Name: Ari Kaplan
                                                  ------------------------------
                                            Title: Vice President
                                                   -----------------------------



                                       5



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