July 31, 1999 VIA FACSIMILE Rawlings Sporting Goods Company, Inc. 1859 Intertech Drive Fenton, Missouri 63026 Re: Amendment No. 4 to Amended and Restated Credit Agreement Gentlemen: We refer to the Amended and Restated Credit Agreement, dated as of September 12, 1997, among Rawlings Sporting Goods Company, Inc., The First National Bank of Chicago, as agent, and the lenders parties thereto (as amended, the "Credit Agreement"). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to your request, the Agent on behalf of itself and the Lenders hereby agrees to: (i) amend Section 6.1(m) of the Credit Agreement by deleting the number "15" appearing therein and substituting in lieu thereof the number "30". (ii) amend Section 6.33 of the Credit Agreement by deleting the date "July 30, 1999" appearing therein and substituting in lieu thereof the date "August 15, 1999."; (iii) accept title commitment reports satisfactory to Agent for the Borrower's U.S. real property and title opinions and certificates of location satisfactory to Agent for Rawlings Canada's real property under Section 6.33 of the Credit Agreement in lieu of title insurance policies in connection with the pledge of such property, provided that, notwithstanding the foregoing, upon not less that 20 Business Days written request by Agent, Borrower shall deliver title insurance policies in form and substance satisfactory to Agent and at Borrower's expense insuring Agent's and Lenders' mortgage lien on Borrower's real property in the U.S. In all other respects, the terms and provisions of the Credit Agreement and other Loan Documents shall continue and remain in effect, and the same are hereby ratified and confirmed. This Amendment No. 4 shall become effective upon receipt by the Agent of a facsimile copy hereof duly executed by the Borrower and the Required Lenders. Very truly yours, THE FIRST NATIONAL BANK OF CHICAGO, as Agent By: /s/ Nathan Bloch First Vice President Accepted and Agreed to: RAWLINGS SPORTING GOODS COMPANY, INC. By: /s/ Rexford K. Peterson Chief Financial Officer THE FIRST NATIONAL BANK OF CHICAGO (Name of Lender) By: /s/ Patricia S. Casper Its: Vice President BANK OF AMERICA, N.A. (f/k/a NationsBank, N.A.) By: /s/ Keith M. Schroeder Its: Senior Vice President COMERICA BANK By: /s/ Jeffrey E. Peck Its: Vice President THE BANK OF NEW YORK By: /s/ David G. Shedd Its: Vice President MERCANTILE BANK, N.A. By: /s/ D. F. Davis Its: Vice President