Exhibit 10.2


THIRD
AMENDMENT TO CREDIT AGREEMENT


               THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 30, 2009
(the “Effective
Date”) between JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”), the
Lenders signatory hereto and ESCALADE, INCORPORATED (the “Borrower”).


Recitals


               1.     The
Borrower, the Lender party thereto and the Administrative Agent are parties to
that certain Credit Agreement, dated as of April 30, 2009 (as amended by that
certain First Amendment to Credit Agreement, dated as of July 29, 2009 and as
amended by that certain Second Amendment to Credit Agreement, dated as of
September 30, 2009, the “Credit Agreement”). As of the Effective
Date, JPMorgan Chase Bank, N.A. is the only Lender under the Credit Agreement.


               2.     The Credit Agreement requires that the Borrower
deliver each Deposit Account Control Agreement required to be delivered in
Section 4.14 of each Security Agreement not later than October 30, 2009. The
Borrower, the Administrative Agent and Lender, have agreed that the deadline
for the delivery of such agreements be extended as set forth in this Amendment.


Agreement


               NOW,
THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein, and each act performed and to be performed hereunder, the
Administrative Agent, Lender and the Borrower agree as follows:


               1.     Amendment
to the Credit Agreement - Amendment to Post-Closing Conditions. As of the Effective Date, Section 4.03(c) of the Credit Agreement is
amended, and as so amended, restated to read as follows:


	
  

 	
  

 
	
  

 	
 “(c)     Control
 Agreements. The Administrative Agent shall have received each Deposit
 Account Control Agreement required to be provided pursuant to Section 4.14 of
 each of the Security Agreements by that date that is not later than 30 days
 after the Administrative Agent (or its counsel) delivers to the Borrower’s
 counsel, Gerald F. O’Connell with the law firm of Graydon Head, a written
 request (which may be sent by e-mail to Mr. O’Connell at
 GO’Connell@Graydon.com) that the Borrower deliver such Deposit Account
 Control Agreements, which notice shall (i) identify itself as a request
 pursuant to this Section 4.03(c) and (ii) be accompanied by the form (or
 forms) of Deposit Account Control Agreement required by the Administrative
 Agent.”

 


               2.     Binding
on Successors and Assigns. All of the terms and provisions of this
Amendment shall be binding upon and inure to the benefit of the parties hereto,
their respective successors, assigns and legal representatives.






               3.     Governing
Law. This Amendment is a contract made under, and shall be governed by and
construed in accordance with the laws of the State of Indiana.


               4.     Amendment
of Other Loan Documents. All references to the Credit Agreement in the
other Loan Documents shall mean the Credit Agreement, as modified and amended
by this Amendment and as it may be further amended, modified, extended,
renewed, supplemented and/or restated from time to time and at any time. Except
as expressly modified and amended by this Amendment, all of the terms and
provisions of the Credit Agreement and the other Loan Documents remain in full
force and effect, and are fully binding on the parties thereto and their
respective successors and assigns.


               5.     Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
but one agreement.


               6.     Defined
Terms. Except as expressly otherwise stated in this Amendment, all terms
used in this Amendment and the Recitals that are defined in the Credit
Agreement, and that are not otherwise defined in this Amendment, shall have the
same meanings in this Amendment as in the Credit Agreement.


               IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective authorized signatories.


	
  

 	
  

 	
  

 
	
  

 	
 JPMORGAN CHASE BANK, N.A., as

 Administrative Agent and Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ H. Robert Hill

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 H. Robert Hill, Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 ESCALADE, INCORPORATED

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Deborah J. Meinert, VP Finance and CFO

 


2






Consent of
the Guarantors


          Each
of the undersigned Guarantors acknowledges and consents to the execution of the
Third Amendment to Credit Agreement and reaffirms and agrees that the Guaranty
dated as of April 30, 2009, executed by it in favor of the Administrative Agent
for the benefit of the Lenders remains in full force and effect with respect to
all obligations of the Guarantor thereunder.


          Dated
as of October 30, 2009.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Bear Archery, Inc.

 	
  

 	
 Martin Yale Industries,
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Deborah J. Meinert

 	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 Deborah J. Meinert, VP
 Finance and Secretary

 	
  

 	
 Deborah J. Meinert, VP
 Finance and Secretary

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EIM Company, Inc.

 	
  

 	
 Olympia Business Systems,
 Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Deborah J. Meinert

 	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 Deborah J. Meinert, VP
 Finance and Secretary

 	
  

 	
 Deborah J. Meinert, VP
 Finance and Secretary

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Escalade Insurance, Inc.

 	
  

 	
 Schleicher & Co. of
 America, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Deborah J. Meinert

 	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 Deborah J. Meinert, VP
 Finance and Secretary

 	
  

 	
 Deborah J. Meinert, VP
 Finance and Secretary

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Escalade Sports
 Playground, Inc.

 	
  

 	
 SOP Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Deborah J. Meinert

 	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 Deborah J. Meinert, VP
 Finance and Secretary

 	
  

 	
 Deborah J. Meinert, VP
 Finance and Secretary

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Harvard Sports, Inc.

 	
  

 	
 U. S. Weight, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Deborah J. Meinert

 	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 Deborah J. Meinert, VP
 Finance and Secretary

 	
  

 	
 Deborah J. Meinert, VP
 Finance and Secretary

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Indian Industries, Inc.

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Deborah J. Meinert

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 	
  

 
	
 Deborah J. Meinert, VP
 Finance and Secretary