Exhibit 10.4


UNLIMITED CONTINUING GUARANTY


          THIS
UNLIMITED CONTINUING GUARANTY (as it may be amended and/or restated from time
to time and at any time, this “Guaranty”) is made effective as of April
30, 2009 (the “Effective Date”), by [Name of Subsidiary], a ___________________
(“Guarantor”)
in favor of JPMORGAN CHASE BANK, N.A., a national banking association, as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent”), for the ratable benefit of the Lenders.


Preliminary
Statements


          A.
Escalade, Incorporated, an Indiana corporation (“Debtor”), has executed a the
Credit Agreement, dated as of April 30, 2009, among Debtor, the Administrative
Agent and the Lenders party thereto (as it has been and hereafter may be amended
and/or restated from time to time and at anytime, the “Credit Agreement”).


          B.
Pursuant to the Credit Agreement and the other Loan Documents, the Lenders made
loans and other extensions of credit to Debtor. 


          C.
Guarantor is entering into this Security Agreement in order to induce the
Lenders to enter into and extend credit to Debtor under the Credit Agreement.


Guaranty


          FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, and in consideration of credit given, being given and to be
given, and of other financial accommodations afforded or to be afforded by the
Lenders to Debtor, Guarantor hereby unconditionally guarantees to the
Administrative Agent, for the ratable benefit of the Lenders, the full and
prompt payment when due of the Guaranty Obligations.


          Terms
that are defined in the Credit Agreement and not otherwise defined in this
Guaranty shall have the meanings ascribed to such terms in the Credit Agreement
when used in this Guaranty. When used in this Guaranty, the following terms
shall have the following meanings: 


	
 

	
 


	
(a)

	
“Guaranty
  Obligations” means, collectively: (1) all Secured Obligations now
  existing or hereafter arising; and (2) all costs, expenses and reasonable
  attorneys’ fees paid or incurred by the Administrative Agent and/or any
  Lender in the enforcement or collection of any of the foregoing, including
  without limitation, in the enforcement of this Guaranty.


	
 

	
 


	
(b)

	
“Person”
  means an individual, a corporation, a limited or general partnership, a
  limited liability company, a joint venture, a trust or unincorporated
  organization, a joint stock company or other similar organization, or any
  other legal entity, whether acting in an individual, fiduciary or other capacity.
  


	
 

	
 


	
(c)

	
“Secured
  Obligations” has the meaning ascribed to it in clause (i) of the
  definition of “Secured Obligations” set forth in the Credit Agreement.










          This
Guaranty is an absolute and unconditional guarantee of the payment of the Guaranty
Obligations, and shall continue and be in full force and effect until all of
the Guaranty Obligations shall be fully paid and no further Guaranty
Obligations may thereafter arise. Certain other Persons may guarantee payment
of all or part of the Guaranty Obligations (such Persons being referred to
herein collectively as the “Other Guarantors”). Guarantor acknowledges
and agrees that Guarantor’s liability with respect to the Guaranty Obligations
shall not be diminished, discharged, released or otherwise affected in any way
in the event any of the Other Guarantors fails to execute a guaranty of all or
any part of the Guaranty Obligations, fails to be bound thereby, fails to
perform thereunder, is released therefrom or in the event that such guaranty
shall be invalid or unenforceable in whole or in part for any reason.


          Guarantor
expressly waives presentment for payment, demand, notice of demand and of
dishonor and nonpayment of the Guaranty Obligations, protest and notice of
protest, diligence in collecting and in the bringing of suit against any other
Person, and neither the Administrative Agent nor any Lender shall be under any
obligation to notify Guarantor of acceptance of this Guaranty by the
Administrative Agent or of any advances made or credit extended on the faith
hereof or the failure of Debtor to pay any of the Guaranty Obligations as they
mature, or to use diligence in preserving the liability of any Person
(including, without limitation, Debtor) on the Guaranty Obligations or in bringing
suit to enforce collection of the Guaranty Obligations. To the full extent
allowed by applicable law, Guarantor waives all defenses given to sureties or
guarantors at law or in equity other than the actual payment of the Guaranty
Obligations and waives, to the full extent allowed by applicable law, all
defenses based upon questions as to the validity, legality or enforceability of
the Guaranty Obligations.


          The
Administrative Agent and/or any Lender, without authorization from or notice to
Guarantor and without impairing or affecting the liability of Guarantor
hereunder, may from time to time at its discretion and with or without valuable
consideration, alter, compromise, accelerate, extend or change the time or
manner for the payment of any or all of the Guaranty Obligations owed to it,
extend additional loans, credit and financial accommodations and otherwise
create additional Guaranty Obligations, increase or reduce the rate of interest
thereon, take and surrender security, exchange collateral by way of
substitution, or in any way it deems necessary take, accept, withdraw,
subordinate, alter, amend, modify or eliminate collateral, add or release or
discharge endorsers, guarantors or other obligors (including, without
limitation, Debtor), make changes of any sort whatever in the terms of payment
of the Guaranty Obligations owed to it, or any of the other terms or conditions
applicable to the Guaranty Obligations or of doing business with Debtor, settle
or compromise with Debtor or any other Person or Persons liable on the Guaranty
Obligations owed to it (including, without limitation, Debtor) and direct the
order or manner of sale of any security or collateral, all on such terms at it
may see fit, and may apply all moneys received from Debtor or others, or from
any security or collateral held by it (whether held under a security instrument
or not) in such manner upon the Guaranty Obligations owed to it (whether then
due or not) as it may determine to be in its best interest, without in any way
being required to marshal securities or assets or to apply all or any part of
such moneys upon any particular part of the Guaranty Obligations. It is
specifically agreed that neither the Administrative Agent nor any Lender is
required to retain, hold, protect, exercise due care with respect thereto or
perfect security interests in or otherwise assure or safeguard any collateral
or security for the Guaranty Obligations. No exercise or nonexercise by the
Administrative Agent and/or any Lender of any right or remedy of the
Administrative Agent and/or any Lender shall in any way affect any of
Guarantor’s obligations hereunder or any security furnished by Guarantor or
give Guarantor any recourse against the Administrative Agent and/or any Lender.
To the fullest extent permitted by applicable law, Guarantor hereby consents to
any action that is described in this paragraph and taken or not taken by the
Administrative Agent and/or any Lender prior to, on or after the Effective
Date.


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          The
liability of Guarantor hereunder shall continue notwithstanding the incapacity,
death, disability, dissolution or termination of any other Person or Persons
(including, without limitation, Debtor). Neither (i) the failure of the
Administrative Agent and/or any Lender to file or enforce a claim against the
estate (either in administration, bankruptcy, insolvency or other proceeding)
of Debtor or of any other Person, (ii) the disallowance or avoidance under
the Federal Bankruptcy Code (11 U.S.C. § 101 et seq., as
amended) (the “Bankruptcy Code”) of all or any portion of claims of the
Administrative Agent and/or any Lender for repayment of the Guaranty
Obligations or any security for the Guaranty Obligations, (iii) the use of
cash or non-cash collateral under Section 363 of the Bankruptcy Code or
any financing, extension of credit by the Administrative Agent and/or any
Lender or grant of security interest to the Administrative Agent and/or any
Lender under Section 364 of the Bankruptcy Code, nor (iv) any
election of the Administrative Agent and/or any Lender in a proceeding
instituted under the Bankruptcy Code, including without limitation any election
of the application of Section 1111(b)(2) of the Bankruptcy Code, shall
affect the liability of Guarantor hereunder; nor shall Guarantor be released
from liability if recovery from Debtor or any other Person becomes barred by
any statute of limitations or is otherwise restricted or prevented.


          Neither
the Administrative Agent nor any Lender shall be required to pursue any other
remedies before invoking the benefits of the guaranty of payment contained
herein, and specifically they shall not be required to exhaust their respective
remedies against Debtor or any surety or guarantor other than Guarantor or to
proceed against any security now or hereafter existing for the payment of any
of the Guaranty Obligations. The Administrative Agent and/or any Lender may
maintain an action on this Guaranty, whether or not Debtor is joined therein or
separate action is brought against Debtor.


          Guarantor
absolutely and unconditionally covenants and agrees that in the event Debtor
defaults in payment of the Guaranty Obligations, or any part thereof, for any
reason, when such becomes due, either by its terms or as the result of the
exercise of any power to accelerate, Guarantor on demand and without further
notice of dishonor and without any notice with respect to any matter or
occurrence having been given to Guarantor previous to such demand, shall pay
the Guaranty Obligations.


          Guarantor
further agrees that to the extent Debtor, Guarantor or any other Person makes a
payment or transfers an interest in any property to the Administrative Agent
and/or any Lender or the Administrative Agent and/or any Lender enforces any
security interest or lien or exercises any rights of set-off, and such payment
or transfer or proceeds of such enforcement or set-off, or any portion thereof,
are subsequently invalidated, declared to be fraudulent or preferential, or
otherwise is avoided, and/or required to be repaid to Debtor, Debtor’s estate,
a trustee, receiver or any other Person under the Bankruptcy Code or any other
bankruptcy law, state, federal or foreign law, common law or equitable cause,
then to the extent of such avoidance or repayment, the Guaranty Obligations or
part thereof intended to be satisfied shall be revived and this Guaranty shall
continue to be effective or shall be reinstated, as the case may be, and
continued in full force and effect as if said payment or transfer had not been made
or such enforcement or set-off had not occurred.


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          Unless
and until the Guaranty Obligations are indefeasibly paid in full and all
commitments to extend credit to Debtor under or pursuant to the Credit
Agreement or the other Loan Documents are terminated, the payment by Guarantor
of any amount pursuant to this Guaranty shall not in any way entitle Guarantor
to any right, title or interest (whether by way of subrogation or otherwise) in
and to any of the Guaranty Obligations or any proceeds thereof, or any security
therefor. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS GUARANTY, UNLESS AND
UNTIL THE GUARANTY OBLIGATIONS ARE INDEFEASIBLY PAID IN FULL AND ALL
COMMITMENTS TO EXTEND CREDIT TO DEBTOR UNDER OR PURSUANT TO THE CREDIT AGREEMENT
OR THE OTHER LOAN DOCUMENTS ARE TERMINATED, GUARANTOR HEREBY UNCONDITIONALLY
WAIVES: (1) ANY CLAIM OR OTHER RIGHT, NOW EXISTING OR HEREAFTER ARISING,
AGAINST DEBTOR OR ANY OTHER PERSON PRIMARILY OR CONTINGENTLY LIABLE FOR ALL OR
ANY PART OF THE GUARANTY OBLIGATIONS, WHICH ARISES FROM OR BY VIRTUE OF THE
EXISTENCE OR PERFORMANCE OF THIS GUARANTY, INCLUDING, WITHOUT LIMITATION: (A)
ANY RIGHT OF SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION,
INDEMNIFICATION, OR OTHER RIGHT TO PAYMENT, WHETHER OR NOT SUCH RIGHT IS
REDUCED TO JUDGMENT, LIQUIDATED, UNLIQUIDATED, FIXED, CONTINGENT, MATURED,
UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED; OR (B)
ANY RIGHT TO AN EQUITABLE REMEDY FOR BREACH OF PERFORMANCE IF SUCH BREACH GIVES
RISE TO A RIGHT TO PAYMENT, WHETHER OR NOT SUCH RIGHT TO AN EQUITABLE REMEDY IS
REDUCED TO A JUDGMENT, FIXED, CONTINGENT, MATURED, UNMATURED, DISPUTED,
UNDISPUTED, SECURED OR UNSECURED; AND (2) ANY RIGHT TO PARTICIPATE OR SHARE IN
ANY RIGHT, REMEDY OR CLAIM OF THE ADMINISTRATIVE AGENT AND/OR ANY LENDER
AGAINST ANY OF DEBTOR’S INCOME OR ASSETS OR WITH RESPECT TO ANY COLLATERAL OR
OTHER SECURITY FOR ALL OR ANY PART OF THE GUARANTY OBLIGATIONS OR ANY OTHER
RIGHT OR CLAIM OF THE ADMINISTRATIVE AGENT AND/OR ANY LENDER OF RECOURSE TO AND
WITH RESPECT TO ANY ASSETS, INCOME OR PROPERTIES OF DEBTOR.


          Guarantor
represents and warrants to the Administrative Agent that (i) the execution and
delivery of this Guaranty by Guarantor was not undertaken by Guarantor with the
“intent to hinder, delay, or defraud” (within the meaning of Indiana Code
§ 32-18-2-1 and § 548(a)(1) of the Bankruptcy Code) creditors or any
other Persons; (ii) the Guaranty is a legal, valid and binding obligation of
Guarantor, enforceable in accordance with its terms; and (iii) the execution of
this Guaranty by Guarantor and Guarantor’s performance of all of its
obligations hereunder have been duly authorized by all necessary corporate
action. If at any time any portion of the obligations of Guarantor under this
Guaranty shall be determined by a court of competent jurisdiction to be
invalid, unenforceable or avoidable, the remaining portion of the Guaranty
Obligations under this Guaranty shall not in any way be affected, impaired,
prejudiced or disturbed thereby and shall remain valid and enforceable to the
full extent permitted by applicable law. Notwithstanding anything in this
Guaranty to the contrary, the liability of Guarantor hereunder shall be limited
to the maximum amount which would not result in any one of the following
conditions:


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(1)

	
this
  Guaranty would constitute a fraudulent transfer within the meaning of
  Section 548(a) of the Bankruptcy Code;


	
 

	
 

	
 


	
 

	
(2)

	
this
  Guaranty would constitute a fraudulent transfer within the meaning of Ind.
  Code § 32-18-2-14, et seq.; or


	
 

	
 

	
 


	
 

	
(3)

	
this
  Guaranty would constitute a fraudulent conveyance or fraudulent transfer
  within the meaning of any other applicable Federal or state Bankruptcy,
  insolvency or other similar law or judicial decision.





          All
principal of and interest on any and all indebtedness, liabilities and
obligations of Debtor to Guarantor (the “Subordinated Debt”), whether direct,
indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint
and several, now or hereafter existing, due or to become due to Guarantor, or
held or to be held by Guarantor, whether created directly or acquired by
assignment or otherwise, and whether evidenced by a written instrument or not,
shall be expressly subordinated to the Guaranty Obligations. Guarantor agrees
not to receive or accept any payment of the Subordinated Debt at any time until
the Guaranty Obligations have been indefeasibly paid in full; and, in the event
Guarantor receives any payment on the Subordinated Debt in violation of the
foregoing, Guarantor will hold any such payment in trust for the Administrative
Agent for the ratable benefit of the Lenders and forthwith turn it over to the
Administrative Agent, in the form received, to be applied to the Guaranty
Obligations.


          The
rights of the Administrative Agent and the Lenders are cumulative and shall not
be exhausted by their exercise of any of their respective rights under this
Guaranty or otherwise against Guarantor or by any number of successive actions
until and unless each and all of the obligations of Guarantor under this
Guaranty have been fully performed, satisfied and discharged.


          This
Guaranty shall be deemed to have been made under and shall be governed by the
laws of the State of Indiana in all respects and shall not be waived, altered,
modified or amended as to any of its terms or provisions except in writing duly
signed by the Administrative Agent and Guarantor. This Guaranty shall bind
Guarantor and Guarantor’s successors, assigns and legal representatives, and
shall inure to the benefit of all transferees, credit participants, assignees,
successors and endorsees of the Administrative Agent and the Lenders. The
failure of any Person to execute or be bound by this Guaranty shall not release
or affect the liability of Guarantor, and the liability of Guarantor under this
Guaranty is not conditioned or contingent upon or subject in any way to
obtaining or retaining the primary or secondary liability of any other Person
with respect to all or any part of the Guaranty Obligations (including, without
limitation, Debtor and the Other Guarantors).


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          The
Administrative Agent is relying and is entitled to rely upon each and all of
the provisions of this Guaranty; and accordingly if any provision or provisions
of this Guaranty should be held to be invalid or ineffective, then all other
provisions shall continue in full force and effect.


          GUARANTOR
AND THE ADMINISTRATIVE AGENT (BY ITS ACCEPTANCE OF THIS GUARANTY) HEREBY
VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT
OR OTHERWISE) BETWEEN OR AMONG GUARANTOR AND THE ADMINISTRATIVE AGENT ARISING
IN ANY WAY OUT OF OR WHICH IN ANY WAY INVOLVES ANY OF THE RIGHTS, OBLIGATIONS
OR REMEDIES OF ANY PARTY TO THIS GUARANTY OR ANY DOCUMENT EXECUTED OR DELIVERED
PURSUANT TO OR OTHERWISE IN CONNECTION WITH THIS GUARANTY, OR ANY RELATIONSHIP
BETWEEN GUARANTOR AND THE ADMINISTRATIVE AGENT. 


          GUARANTOR
AGREES THAT THE COURTS OF THE STATE OF INDIANA LOCATED IN INDIANAPOLIS,
INDIANA, AND THE FEDERAL COURTS LOCATED IN THE SOUTHERN DISTRICT OF INDIANA,
INDIANAPOLIS DIVISION, HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL ACTIONS AND
PROCEEDINGS INVOLVING THIS GUARANTY AND GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES TO SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR
PURPOSES OF ANY SUCH ACTION OR PROCEEDING. GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY OBJECTION THAT GUARANTOR MAY NOW OR HEREAFTER HAVE
TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING, INCLUDING ANY CLAIM THAT SUCH
COURT IS AN INCONVENIENT FORUM, AND CONSENTS TO SERVICE OF PROCESS PROVIDED THE
SAME IS IN ACCORDANCE WITH THE TERMS HEREOF. FINAL JUDGMENT IN ANY SUCH
PROCEEDING AFTER ALL APPEALS HAVE BEEN EXHAUSTED OR WAIVED SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT. 


[Signature Page Follows]


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[Signature Page to Unlimited Continuing Guaranty]


          This
Guaranty is executed and delivered to the Administrative Agent for the ratable
benefit of the Lenders effective as of the Effective Date.


	
 

	
 


	
[Name of Subsidiary]


	
 


	
By:
  _____________________________________________


	
 

	
 


	
Name:
  ___________________________________________


	
 

	
 


	
Title:
  ____________________________________________





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