ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 27, 2020, Dick's Sporting Goods, Inc. (the "Company"), Dick's Merchandising & Supply Chain, Inc., and certain other subsidiaries of the Company entered into an amendment to the Company's senior secured revolving credit facility with Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, and the other lenders party thereto.



The senior secured credit facility allows the Company, upon satisfaction of
certain conditions, to request an increase to the aggregate commitments under
the facility from $1.6 billion to $2.1 billion, subject to existing or new
lenders agreeing to provide additional revolving commitments. The amendment
increased the aggregate commitments under the senior secured credit facility by
approximately $255 million, to approximately $1.855 billion. The availability of
the commitments is subject to conditions and borrowing base limitations, which
may fluctuate. The amendment also increased the applicable margins on base rate
loans and LIBOR rate loans to the highest level under the existing pricing grid,
0.375% and 1.375%, respectively, until the Company elects to lower the aggregate
commitments under the senior secured credit facility so that they no longer
exceed $1.6 billion, and made other modifications, including introducing a LIBOR
"floor" of 0.75% for purposes of calculating the interest rate on LIBOR based
loans and modifying the borrowing base definition so that certain junior liens
do not automatically disqualify eligible receivables and inventory from
inclusion in the borrowing base. After giving effect to the amendment, the
senior secured credit facility allows the Company, upon the satisfaction of
certain conditions, to request an increase of up to approximately $245 million
in additional borrowing availability, subject to existing or new lenders
agreeing to provide additional revolving commitments.

The foregoing description of the amendment and the senior secured credit
facility is qualified in its entirety by reference to the full and complete
terms of the amendment which is included as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference and to the full and complete
terms of the senior secured credit facility and its prior amendments, all of
which were included as exhibits to the Company's Annual Report on Form 10-K
filed on March 20, 2020.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The following exhibit is being furnished pursuant to Item 601 of Regulation S-K and General Instruction B.2 to this Form 8-K:



Exhibit No.                 Description

10.1                        Fifth Amendment to the Amended and Restated

Credit Agreement, dated as of

March 27, 2020, among Dick's Sporting Goods,

Inc. and Dick's Merchandising


                            & Supply Chain, Inc., as borrowers, the

guarantors party thereto, Wells


                            Fargo Bank, National Association, as

administrative agent, collateral


                            agent, letter of credit issuer and swing line

lender, and the lenders party


                            thereto.

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