EXHIBIT 10.1


NINTH
AMENDMENT TO AMENDED AND

RESTATED CREDIT AGREEMENT


          ESCALADE,
INCORPORATED, an Indiana corporation (the “Company”), and JPMORGAN
CHASE BANK, N.A., a national banking association which is the
successor by merger to Bank One, NA (the “Bank”), agree as follows:


          1.        CONTEXT.
This amendment is made in the context of the following agreed state of facts:


	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  The Company
  and the Bank (then Bank One, NA) are parties to an Amended and Restated
  Credit Agreement effective October 24, 2001, as modified by a First Amendment
  to Amended and Restated Credit Agreement dated August 29, 2002, as further
  modified by a Second Amendment to Amended and Restated Credit Agreement dated
  April 17, 2003, as further modified by a Third Amendment to Amended and
  Restated Credit Agreement dated June 1, 2003, as further amended by a Fourth
  Amendment to Amended and Restated Credit Agreement dated July 15, 2004, as
  further amended by a Fifth Amendment to Amended and Restated Credit Agreement
  dated June 27, 2005, as further amended by a Sixth Amendment to Amended and
  Restated Credit Agreement dated May 19, 2006, as further amended by a Seventh
  Amendment to Amended and Restated Credit Agreement dated June 30, 2006, and
  as further amended by an Eighth Amendment to Amended and Restated Credit
  Agreement dated May 17, 2007 (collectively, the “Agreement”).

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  The Company
  and the Bank desire to amend the Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  The Company
  and Bank have executed this document (this “Ninth Amendment”) to give effect
  to their agreement.

  



          2.        AMENDMENT.


	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Subsection
  2.a(i) of the Agreement is modified in the following respect:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The maximum
  amount of the Commitment shall equal $30,000,000.00 until May 31, 2009, on
  which date and on each May 31 of each year thereafter the maximum amount of
  the Commitment will reduce by $5,000,000.00.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Subsection
  5g.(iii) is hereby modified as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Debt Service
  Coverage. For each period of four consecutive fiscal
  quarters ending during the periods indicated in the table below, the Company
  shall maintain a debt service coverage ratio (hereinafter defined),
  determined on a consolidated basis, of not less than that indicated in the
  table below.

  






	
   

  	
   

  	
   

  
	
  Period

  	
   

  	
  Ratio

  
	
  


  	
   

  	
  


  
	
   

  
	
  at December
  31, 2001 and at all times thereafter

  	
   

  	
  1.20 to 1.0

  






	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For purposes
  of this covenant, the phrase “debt service coverage ratio” means the ratio of
  (A) the sum of consolidated net income before taxes plus interest
  expense plus depreciation and amortization expense plus
  non-recurring and extraordinary charges, all for the period for which the
  ratio is being determined, over (B) the
  sum of scheduled debt payments plus interest expense plus cash
  income taxes plus capital expenditures which were not financed (but
  excluding cash capital expenditures in an amount of up to $5,200,000 for the
  period of January 1, 2008 through December 31, 2008) plus stock
  repurchased and cash dividends made, all for the period for which such ratio
  is being determined.

  



 






          3.        CONDITIONS
PRECEDENT. As conditions precedent to the effectiveness of this Ninth
Amendment, the Bank shall have received this Ninth Amendment, duly executed and
in form and substance satisfactory to the Bank.


          4.
        REIMBURSEMENT OF EXPENSES. All
out-of-pocket expenses of the Bank incurred by the Bank associated with this
Ninth Amendment, including without limitation, filing fees, recording fees and
legal fees and disbursements, are to be reimbursed by the Company to the Bank
promptly upon demand therefor. 


          5.
        REPRESENTATIONS AND WARRANTIES.
To induce the Bank to enter into this Ninth Amendment, the Company represents
and warrants, as of the date of this Ninth Amendment, that no Event of Default
or Unmatured Event of Default has occurred and is continuing and that the
representations and warranties contained in Section 3 of the Agreement are true
and correct, except that the representations contained in Section 3.d refer to
the latest financial statements furnished to the Bank by the Company pursuant
to the requirements of the Agreement.


          6.
        REAFFIRMATION OF THE AGREEMENT.
Except as amended by this Ninth Amendment, all terms and conditions of the
Agreement shall continue unchanged and in full force and effect and the
Obligations of the Company shall continue to be secured and guaranteed as
therein provided until payment and performance in full of all Obligations.


          7.
        COUNTERPARTS. This Ninth
Amendment may be signed in counterparts, each of which shall constitute an
original and all of which taken together will constitute one and the same
agreement.


          IN
WITNESS WHEREOF, the Company, and the Bank, by their duly authorized officers,
have executed this Ninth Amendment to Credit Agreement effective as of May 31,
2008.


	
   

  	
   

  	
   

  
	
   

  	
  ESCALADE, INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ TERRY FRANDSEN

  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
  Printed: Terry Frandsen

  
	
   

  	
   

  	
  Title:  VP Finance, CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ JOHN C. OTTESON

  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
  Printed:
  John C. Otteson

  
	
   

  	
   

  	
  Title: Vice
  President

  



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