RAWLINGS SPORTING GOODS CO INC
WAIVER TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c70642exv10w1.txt
<DESCRIPTION>WAIVER TO CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                           WAIVER TO CREDIT AGREEMENT

                  WAIVER TO CREDIT AGREEMENT (this "Waiver"), dated as of April
9, 2002 among RAWLINGS SPORTING GOODS COMPANY, INC., a Delaware corporation
("Borrower"), the other Credit Parties signatory to the hereinafter defined
Credit Agreement; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
(in its individual capacity, "GE Capital"), for itself, as Lender, and as Agent
for Lenders ("Agent"), and the other Lenders signatory to the hereinafter
defined Credit Agreement.

                                   WITNESSETH:

                  WHEREAS, the Borrower, the other Credit Parties, the Agent and
the Lenders are party to that certain Credit Agreement, dated as of December 28,
1999 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement");

                  WHEREAS, on and subject to the terms and conditions hereof,
Borrower and the other Credit Parties have requested that Agent and Lenders, and
Agent and Lenders are willing to, waive compliance with the minimum EBITDA and
minimum Fixed Charge Coverage Ratio financial covenants for the twelve-month
period ended February 28, 2002, all as set forth herein;

                  WHEREAS, this Waiver shall constitute a Loan Document and
these Recitals shall be construed as part of this Waiver; capitalized terms used
herein without definition are so used as defined in Annex A to the Credit
Agreement.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto hereby agree as follows:

                  1. Waiver. Subject to the conditions and effectiveness of this
Waiver and otherwise notwithstanding the provisions of any Loan Document, Agent
and Lenders hereby waive any Event of Default arising under Section 8.1(b) of
the Credit Agreement resulting solely from Borrower's failure to comply with
paragraph (b) or (c) of Annex G to the Credit Agreement for the twelve-month
period ended February 28, 2002.

                  2. Representations and Warranties of Credit Parties. In order
to induce Agent and Lenders to enter into this Waiver, each Credit Party hereby
jointly and severally represents and warrants to Agent and Lenders that:

                  (a) Representations and Warranties. After giving effect to
this Waiver, no representation or warranty of any Credit Party contained in the
Credit Agreement or any of the other Loan Documents, including this Waiver,
shall be untrue or incorrect in any material respect as of the date hereof,
except to the extent that such representation or warranty expressly relates to
an earlier date.




<PAGE>

                  (b) Authorization, etc. Each Credit Party has the power and
authority to execute, deliver and perform this Waiver. Each Credit Party has
taken all necessary action (including, without limitation, obtaining approval of
its stockholders, if necessary) to authorize its execution, delivery and
performance of this Waiver. No consent, approval or authorization of, or
declaration or filing with, any Governmental Authority, and no consent of any
other Person, is required in connection with any Credit Party's execution,
delivery and performance of this Waiver, except for those already duly obtained.
This Waiver has been duly executed and delivered by each Credit Party and
constitutes the legal, valid and binding obligation of each Credit Party,
enforceable against it in accordance with its terms. No Credit Party's
execution, delivery or performance of this Waiver conflicts with, or constitutes
a violation or breach of, or constitutes a default under, or results in the
creation or imposition of any Lien upon the property of any Credit Party by
reason of the terms of (i) any contract, mortgage, lease, agreement, indenture
or instrument to which any Credit Party is a party or which is binding upon it,
(ii) any law or regulation or order or decree of any court applicable to any
Credit Party, or (iii) the certificate or articles of incorporation or by-laws
of any Credit Party.

                  (c) No Default. Except for the Events of Defaults waived
pursuant to Section 1 hereof, no Default or Event of Default has occurred or is
continuing, or would result after giving effect hereto.

                  3. Conditions to Effectiveness. The effectiveness of this
Waiver is expressly conditioned upon the satisfaction of each condition set
forth in this Section 3 on or prior to the date hereof:

                  (a) Documentation. Borrower shall have delivered to Agent (on
behalf of itself and Lenders) duly executed originals of this Waiver and any
other agreements, certificates, opinions, and other documents as Agent may
reasonably request to accomplish the purposes of this Waiver.

                  (b) Fees, Costs and Expenses. Agent shall have received (at
Agent's option, by payment or as a charge against the Revolving Loan) a waiver
fee equal to $50,000, for the ratable benefit of the Lenders, reimbursement of
the amounts payable by Agent to its legal counsel for the reasonable legal fees
of such counsel, and the costs and expenses incurred by such counsel, in respect
of the preparation, and negotiation of this Waiver and the other documents
executed in connection herewith, and reimbursement of up to $700 of amounts
payable by LaSalle Bank National Association to their legal counsel for the
reasonable legal fees of such counsel, and the costs and expenses incurred by
such counsel, in respect of the review and negotiation of this Waiver and the
other documents executed in connection herewith.

                  (c) No Default. Except for the Events of Defaults waived
pursuant to Section 1 hereof, no Default or Event of Default shall have occurred
and be continuing, or would result after giving effect hereto.




                                       -2-
<PAGE>

                  4. Reference to and Effect on Loan Documents.

                  (a) Ratification. Except as specifically provided in this
Waiver, the Credit Agreement and the other Loan Documents shall remain in full
force and effect and each Credit Party hereby ratifies and confirms each such
Loan Document.

                  (b) No Waiver. Except as expressly set forth herein, the
execution, delivery and effectiveness of this Waiver shall not operate as a
waiver or forbearance of any right, power or remedy of Agent or any Lender under
the Credit Agreement or any of the other Loan Documents, or constitute a
consent, waiver or modification with respect to any provision of the Credit
Agreement or any of the other Loan Documents.

                  5. Miscellaneous.

                  (a) Successors and Assigns. This Waiver shall be binding on
and shall inure to the benefit of the Credit Parties, Agent and Lenders and
their respective successors and assigns, except as otherwise provided herein. No
Credit Party may assign, transfer, hypothecate or otherwise convey its rights,
benefits, obligations or duties hereunder without the prior express written
consent of Agent and Lenders. The terms and provisions of this Waiver are for
the purpose of defining the relative rights and obligations of the Credit
Parties, Agent and Lenders with respect to the transactions contemplated hereby
and there shall be no third party beneficiaries of any of the terms and
provisions of this Waiver.

                  (b) Entire Agreement. This Waiver, including all schedules and
other documents attached hereto or incorporated by reference herein or delivered
in connection herewith, constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all other understandings,
oral or written, with respect to the subject matter hereof.

                  (c) Fees and Expenses. As provided in Section 11.3 of the
Credit Agreement, Borrower agrees to pay on demand all fees, costs and expenses
incurred by Agent in connection with the preparation, execution and delivery of
this Waiver.

                  (d) Headings. Section headings in this Waiver are included
herein for convenience of reference only and shall not constitute a part of this
Waiver for any other purpose.

                  (e) Severability. Wherever possible, each provision of this
Waiver shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Waiver shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Waiver.

                  (f) Conflict of Terms. Except as otherwise provided in this
Waiver, if any provision contained in this Waiver is in conflict with, or
inconsistent with, any provision in any of the other Loan Documents, the
provision contained in this Waiver shall govern and control.




                                       -3-
<PAGE>

                  (g) Counterparts. This Waiver may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement. Delivery of an executed signature page to this Waiver
by telecopy shall be effective as delivery of a manually executed signature page
to this Waiver.

                  (h) Incorporation of Credit Agreement. The provisions
contained in Sections 11.9 and 11.13 of the Credit Agreement are incorporated
herein by reference to the same extent as if reproduced herein in their
entirety, except with reference to this Waiver rather than the Credit Agreement.

                  (i) Acknowledgment. Each Credit Party hereby acknowledges its
status as a Credit Party and affirms its obligations under the Credit Agreement
and represents and warrants that there are no liabilities, claims, suits, debts,
liens, losses, causes of action, demands, rights, damages or costs, or expenses
of any kind, character or nature whatsoever, known or unknown, fixed or
contingent (collectively, the "Claims"), which any Credit Party may have or
claim to have against Agent or any Lender, or any of their respective
affiliates, agents, employees, officers, directors, representatives, attorneys,
successors and assigns (collectively, the "Lender Released Parties"), which
might arise out of or be connected with any act of commission or omission of the
Lender Released Parties existing or occurring on or prior to the date of this
Waiver, including, without limitation, any Claims arising with respect to the
Obligations or any Loan Documents. In furtherance of the foregoing, each Credit
Party hereby releases, acquits and forever discharges the Lender Released
Parties from any and all Claims that any Credit Party may have or claim to have,
relating to or arising out of or in connection with the Obligations or any Loan
Documents or any other agreement or transaction contemplated thereby or any
action taken in connection therewith from the beginning of time up to and
including the date of the execution and delivery of this Waiver. Each Credit
Party further agrees forever to refrain from commencing, instituting or
prosecuting any lawsuit, action or other proceeding against any Lender Released
Parties with respect to any and all Claims.

                            [signature pages follow]



                                      -4-

<PAGE>




IN WITNESS WHEREOF, this Waiver has been duly executed and delivered as of the
day and year first above written.

                               RAWLINGS SPORTING GOODS COMPANY, INC.


                               By: /s/ William F. Lacey
                                   ---------------------------------------------
                               Title: Vice President and Chief Financial Officer



                               RAWLINGS CANADA, INCORPORATED


                               By: /s/ William F. Lacey
                                   ---------------------------------------------
                               Title: Vice President and Director




                               RAWLINGS DE COSTA RICA, S.A.


                               By: /s/ William F. Lacey
                                   ---------------------------------------------
                               Title: Treasurer and Director



                               GENERAL ELECTRIC CAPITAL CORPORATION,
                               as Agent and Lender


                               By: /s/ Donna H. Evans
                                   ---------------------------------------------
                               Title:  Duly Authorized Signatory



                               LASALLE BANK NATIONAL ASSOCIATION,
                               as Lender


                               By: /s/ Andrew K. Dawson
                                   ---------------------------------------------
                               Title: First Vice President







</TEXT>
</DOCUMENT>
