NINTH AMENDMENT TO CREDIT AGREEMENT


 


THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this
"Amendment") is dated as of April 2, 2013 (the "Effective Date") between JPMORGAN CHASE
BANK, N.A., as Administrative Agent, Issuing Bank, Swingline Lender, and as a Lender, and ESCALADE, INCORPORATED (the
"Borrower").


 


Recitals


 


The Borrower
and JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank, and a Lender, are parties to a Credit Agreement, dated as
of April 30, 2009 (as amended by a First Amendment to Credit Agreement, dated as of July 29, 2009, a Second Amendment to Credit
Agreement, dated as of September 30, 2009, a Third Amendment to Credit Agreement, dated as of October 30, 2009, a Fourth Amendment
to Credit Agreement, dated as of March 1, 2010, a Fifth Amendment to Credit Agreement, dated as of April 15, 2010, a Sixth Amendment
to Credit Agreement, dated as of May 31, 2010, a Seventh Amendment to Credit Agreement, dated as of April 14, 2011, and an Eighth
Amendment to Credit Agreement, dated as of May 4, 2012, the "Credit Agreement"). As of the Effective Date, JPMorgan
Chase Bank, N.A. is the only Lender under the Credit Agreement.


 


The Borrower
is requesting the Lender and the Administrative Agent to agree to amendments of the Credit Agreement as made by and in accordance
with the terms of 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, the Lender, Issuing Bank, Swingline Lender and the Borrower agree as follows:


 


1.           Definitions. All
terms used in this Amendment, including its Recitals, that are defined in the Credit Agreement, and that are not otherwise defined
herein, shall have the same meanings in this Amendment as are ascribed to such terms in the Credit Agreement.


 


2.           Amendment to the Credit
Agreement. As of the Effective Date, the Credit Agreement is amended as follows:


 


(a)         Addition of Defined
Terms.The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical position:


 


"Mexican Real Estate"
means the real property located in Tijuana, Baja California, Mexico and more particularly described in the Mexican Real Estate
Purchase Agreement.


 


"Mexican Real Estate
Indebtedness" means the indebtedness, obligations and liabilities of "Harvard California", Sociedad De Responsabilidad
Limitada De Capital Variable to pay the remaining purchase price for the Mexican Real Estate under the Mexican Real Estate Purchase
Agreement.


 






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"Mexican Real Estate
Lien" means the Lien on the Mexican Real Estate in favor of "Inmobiliaria Pedro Martin", Sociedad Anonima De
Capital Variable which is security for the payment of the Mexican Real Estate Indebtedness.


 


"Mexican Real Estate
Purchase Agreement" means the real estate purchase agreement entered into by "Harvard California", Sociedad
De Responsabilidad Limitada De Capital Variable and "Inmobiliaria Pedro Martin", Sociedad Anonima De Capital Variable,
a fully executed copy of which was delivered to the Administrative Agent in connection with the Ninth Amendment.


 


"Ninth Amendment"
means a Ninth Amendment to Credit Agreement with an effective date as of April 2, 2013 executed by the Administrative Agent, the
sole Lender and the Borrower.


 


(b)         Amendment to Section 6.01.Section
6.01 of the Credit Agreement is amended to delete the word "and" at the end of subsection (g) thereof; to replace the
grammatical period at the end of subsection (h) thereof with "; and"; and to add the following subsection (i) thereto:


 


"(i) Mexican Real Estate
Indebtedness in an amount not to exceed $2,500,000."


 


(c)         Amendment to Section 6.02.Section
6.02 of the Credit Agreement is amended to delete the word "and" at the end of subsection (f) thereof; to replace the
grammatical period at the end of subsection (g) thereof with "; and"; and to add the following subsection (h) thereto:


 


"(h)The
Mexican Real Estate Lien."


 


(d)         Amendment to Section 6.10.
As of the Effective Date, Section 6.10 of the Credit Agreement is amended and, as so amended, restated in its entirety to read
as follows:


 


"SECTION 6.10. Restrictive
Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of
such Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets,
or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any
Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on
Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any
such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to
the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing
shall not apply to customary provisions in leases restricting the assignment thereof, and (vi) clause (a) of the foregoing
shall not apply to restrictions in the Mexican Real Estate Purchase Agreement so long as such restrictions apply only to
"Harvard California", Sociedad De Responsabilidad Limitada De Capital Variable."


 






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3.           Representations and Warranties.
The Borrower represents and warrants to the Lenders and the Administrative Agent that:


 


(a)         (i) The execution,
delivery, and performance of this Amendment and all agreements, instruments and documents delivered pursuant hereto by the Borrower
and each Loan Guarantor have been duly authorized by all necessary corporate action, and do not and will not violate any provision
of any law, rule, regulation, order, judgment, injunction, or writ presently in effect applying to the Borrower or any Loan Guarantor,
or the articles of incorporation or by-laws of the Borrower or any Loan Guarantor, or result in a breach of or constitute a default
under any material agreement, lease, or instrument to which the Borrower or any Loan Guarantor is a party or by which the Borrower
or any Loan Guarantor or any of their respective properties may be bound or affected; (ii) no authorization, consent, approval,
license, exemption, or filing of a registration with any court or governmental department, agency, or instrumentality is or will
be necessary to the valid execution, delivery, or performance by the Borrower or any Loan Guarantor of this Amendment and all agreements,
instruments and documents delivered pursuant hereto; (iii) this Amendment is the legal, valid, and binding obligation of the Borrower
and is enforceable against the Borrower in accordance with its terms; and (iv) this Reaffirmation executed by each Loan Guarantor
in connection with this Amendment is the legal, valid, and binding obligation of each Loan Guarantor and is enforceable against
each Loan Guarantor in accordance with its terms.


 


(b)         The representations
and warranties contained in Article III of the Credit Agreement are true and correct on and as of the Effective Date with the same
force and effect as if made on and as of the Effective Date.


 


(c)         No Default or Event
of Default has occurred and is continuing or will exist under the Credit Agreement as of the Effective Date.


 


4.           Conditions. The
obligation of the Lenders and the Administrative Agent to execute and to perform this Amendment shall be subject to full satisfaction
of the following conditions precedent on or before the Effective Date:


 


(a)         Copies, certified as
of the Effective Date, of the corporate documents or resolutions of the Borrower and the Loan Guarantors as the Administrative
Agent may request evidencing necessary action by the Borrower or such Loan Guarantors with respect to the approval and authorization
of this Amendment and all other agreements or documents delivered pursuant hereto as the Administrative Agent may request.


 


(b)         This Amendment shall
have been executed by the Borrower and delivered to the Administrative Agent, and executed by the Lenders and the Administrative
Agent.


 






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(c)         Each Loan Guarantor
shall have executed and delivered to the Administrative Agent a Consent and Reaffirmation of its Unlimited Continuing Guaranty,
such reaffirmation to be in form and substance acceptable to the Administrative Agent in its sole discretion.


 


(d)         The Administrative
Agent shall have received a fully executed copy of the real estate purchase agreement entered into by "Harvard California",
Sociedad De Responsabilidad Limitada De Capital Variable and "Inmobiliaria Pedro Martin", Sociedad Anonima De Capital
Variable.


 


5.           Further Agreements and
Acknowledgements.The Borrower further agrees and acknowledges as follows:


 


(a)         Neither this Amendment,
nor any action taken by the Lenders or the Administrative Agent pursuant to this Amendment, shall impair, prejudice, or in any
other manner affect the rights of the Lenders or the Administrative Agent in and to any Collateral or other security which now
or hereafter secures payment or performance of the Secured Obligations or any part thereof, or establish or be deemed to establish
any precedent or course of dealing with respect to any matter.


 


(b)         Neither this Amendment,
nor any action taken by the Lenders or the Administrative Agent pursuant to this Amendment, shall constitute or be deemed to be
a waiver by the Lenders of any Default or Event of Default or of any of the provisions of the Loan Documents or any rights or remedies
of the Lenders or the Administrative Agent thereunder, it being understood that the Lenders and the Administrative Agent have reserved
and continues to expressly reserve and shall retain all rights, claims, remedies, actions, and causes of action in connection with
and with respect to the Secured Obligations, all Collateral which secures the Secured Obligations and the Loan Documents, and any
actions or failure to act by the Borrower or any other Loan Party either before or after execution of this Amendment.


 


(c)         Each Loan Document
executed by all or any of the Loan Parties remains and is valid, binding and enforceable in accordance with its terms.


 


(d)         The Borrower shall pay,
within ten (10) days of the date of its receipt of billing from the Administrative Agent, the reasonable fees and out-of-pocket
expenses of Faegre Baker Daniels LLP, special counsel to the Administrative Agent, for the negotiation, preparation and closing
of this Amendment and all other documents required in connection herewith. The Administrative Agent is authorized to debit Borrower's
operating account with JPMorgan Chase Bank, N.A. to pay such fees and expenses.


 


6.           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.


 






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7.           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.


 


8.           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.


 


9.           Entire Agreement.
This Amendment constitutes and expresses the entire understanding between the parties with respect to the subject matter hereof,
and supersedes all prior agreements and understandings, commitments, inducements, or conditions, whether expressed or implied,
oral or written.


 


10.         Survival. All covenants,
agreements, undertakings, representations, and warranties made in this Amendment shall survive the execution and delivery of this
Amendment, and shall not be affected by any investigation made by any person.


 


11.         Counterparts/Facsimile
Signatures. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart
of a signature page of this Amendment by facsimile, e-mail or other electronic means shall be effective as delivery of a executed
physical counterpart of this Amendment.


 


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, Issuing Bank,  Swingline Lender and Lender	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Randall K. Stephens	 
	 	 	Randall K. Stephens, Vice President	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	ESCALADE, INCORPORATED	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/Deborah J. Meinert	 
	 	 	Deborah J. Meinert, VP Finance and CFO	 







  






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Consent and Reaffirmation


 


Each of
the undersigned expressly consents to the execution, delivery and performance by the Borrower, the Issuing Bank, the Swingline
Lender, the Lenders and the Administrative Agent of the Ninth Amendment to Credit Agreement, dated as of March 1, 2013 (the "Amendment")
and all agreements, instruments and documents delivered pursuant to the Amendment, and agrees that neither the provisions of the
Amendment nor any action taken or not taken in accordance with the terms of the Amendment shall constitute a termination, extinguishment,
release, or discharge of any of its obligations under the Unlimited Continuing Guaranty, dated as of April 30, 2009, in favor of
the Lenders and the Administrative Agent guaranteeing payment of the Secured Obligations when due (each a "Guaranty"),
or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan
Documents. Each of the undersigned affirms to the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent
that its Guaranty is in full force and effect, is a valid and binding obligation of the undersigned and continues to secure and
support the Secured Obligations, the payment of which is guaranteed by the undersigned pursuant to the Guaranty. Each of the undersigned
acknowledges and agrees that the fact that the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Lenders have
sought this Reaffirmation does not create any obligation, right, or expectation that the Administrative Agent and the Lenders will
seek the undersigned's consent to or reaffirmation with respect to any other or further amendments or modifications to the Credit
Agreement or the Loan Documents. Each of the undersigned agrees that the representations set forth in Sections 3(a), (b) and (c)
of the Amendment are correct as of the date set forth below.


 


Dated as of April 2, 2013.


 





	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.	 	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	 
	 	 	 	 	 	 
	Escalade Sports Playground, 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	 
	 	 	 	 	 	 
	Harvard Sports, Inc.



	 	Indian 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