SECOND AMENDMENT TO FIRST AMENDED 


AND RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT
TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is executed as of June 30, 2014 (the “Execution
Date”) by JPMORGAN CHASE BANK, N.A, as the Administrative Agent, Issuing Bank, Swingline Lender and as a Lender, ESCALADE,
INCORPORATED, as the Borrower, and the other Loan Parties party hereto.


 


Recitals


 


A. This Amendment
is executed in respect of the First Amended and Restated Credit Agreement, dated as of August 27, 2013 (as amended by the First
Amendment to First Amended and Restated Credit Agreement, dated as of November 13, 2013, the “Credit Agreement”),
executed by and among Escalade, Incorporated, an Indiana corporation, as the Borrower, the other Loan Parties party thereto and
JPMorgan Chase Bank, N.A., as the Administrative Agent, Issuing Bank, Swingline Lender and as a Lender (“Chase”).


 


B. The Borrower is
requesting that Chase, which as of the Execution Date is the sole Lender, the Swingline Lender, the Issuing Bank and the Administrative
Agent, agree to amendments to the Credit Agreement, as provided in and subject to 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 Borrower,
the other Loan Parties party hereto and Chase, as Lender, Swingline Lender, the Issuing Bank and the Administrative Agent, agree
as follows:


 


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


 


2. Amendments
to the Credit Agreement. Effective as of the Execution Date, the Credit Agreement is amended as follows:


 


(a) New Defined
Term. Section 1.01 of the Credit Agreement is amended to add the following new defined term in the appropriate
alphabetical position:


 


“Martin Yale Disposition”
means the sale to Martin Yale Buyer of certain assets of Martin Yale Seller, specifically excluding the real property located at
251 Wedcor Avenue, Wabash, Indiana 46992, any securities reflecting an equity ownership interest in any Person or Affiliate of
Martin Yale Seller, including without limitation, in Neoteric Industries, Inc., a Taiwanese corporation, cash, bank accounts, cash
equivalents and other similar types of investments held or owned by Martin Yale Seller, or the equipment listed on Exhibit B to
the Transition Services Agreement dated as of June 30, 2014 made by and between intimus International GmbH, a German corporation,
and Martin Yale Buyer, among other Excluded Assets (as defined in the Asset Purchase Agreement dated as of June 30, 2014 by and
among Martin Yale Seller and Martin Yale Buyer and joined in by the Borrower, as the Shareholder (as defined therein)).


 


“Martin Yale Seller”
means Martin Yale Industries, Inc., an Indiana corporation.


 






    	 



    	 



    

 


“Martin Yale Buyer”
means Martin Yale Industries, LLC, a Michigan limited liability company.


 


(b) Amendment to Section
6.04. Section 6.04 of the Credit Agreement is amended as follows:


 


(i) Subsection 6.04(c)(i) is hereby
amended and, as so amended, restated in its entirety to read as follows:


 


“(i) intimus
International GmbH and its direct and indirect subsidiaries (together with outstanding intercompany loans permitted under
Section 6.04(d)(i) and outstanding Guarantees permitted under the proviso to Section 6.04(e)(i)) shall not exceed
$13,500,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs), and”


 


(ii) Subsection 6.04(d)(i) is hereby
amended and, as so amended, restated in its entirety to read as follows:


 


“(i) intimus
International GmbH and its direct and indirect subsidiaries (together with outstanding investments permitted under Section
6.04(c)(i) and outstanding Guarantees permitted under the proviso to Section 6.04(e)(i)) shall not exceed $13,500,000 at any
time outstanding (in each case determined without regard to any write-downs or write-offs), and”


 


(iii) Subsection 6.04(e)(i) is hereby
amended and, as so amended, restated in its entirety to read as follows:


 


“(i) intimus
International GmbH and its direct and indirect subsidiaries (together with outstanding investments permitted under Section
6.04(c)(i) and outstanding intercompany loans permitted under Section 6.04(d)(i)) shall not exceed $13,500,000 at any
time outstanding (in each case determined without regard to any write-downs or write-offs), and”


 


(c) Amendment to Section
6.05. Section 6.05 of the Credit Agreement is amended as follows:


 


(i) By deleting the “and”
following the semicolon in subsection (g);


 


(ii) By inserting “and”
following the semicolon in subsection (h);


 


(iii) By inserting a new subsection
(i), which shall read in its entirety “the Martin Yale Disposition; provided that the Martin Yale Disposition shall not be
considered a Prepayment Event and any Net Proceeds of the Martin Yale Disposition shall not be required to be applied to the Obligations
as provided in Section 2.11(c) of this Agreement;”; and


 


(iv) By deleting the parenthetical
in the final proviso of Section 6.05 of the Credit Agreement and replacing it with the following: “(other than those permitted
by paragraphs (b), (f), (h) and (i) above)”.


 






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3. Representations
and Warranties of the Borrower. Each Loan Party represents and warrants to Chase, as the Lender, Swingline Lender,
Issuing Bank and the Administrative Agent as follows:


 


(a)
(i) The execution, delivery and performance of this Amendment and all agreements, instruments and documents delivered
pursuant hereto by each Loan Party 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 any
Loan Party, or the articles of incorporation of any Loan Party, or result in a breach of or constitute a default under any
material agreement, lease or instrument to which any Loan Party is a party or by which any Loan Party 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 any Loan Party of this Amendment and all agreements, instruments and documents
delivered pursuant hereto; and (iii) this Amendment is the legal, valid and binding obligation of each Loan Party and is
enforceable against each Loan Party 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 Execution Date with the same force and effect as if made on and as of the Execution Date.


 


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


 


(d)
The Borrower’s constituent documents (articles of incorporation and by-laws) have not been amended or otherwise changed
since August 27, 2013. No Guarantor’s constituent documents (articles of incorporation and by-laws) have been amended
or otherwise changed since August 27, 2013.


 


(e)
Since August 27, 2013, no event, change or condition has occurred that has had, or could reasonably be expected to have, a
Material Adverse Effect.


 


(f) As
of the date hereof, the entity name of Martin Yale Industries, Inc., an Indiana corporation (“Martin Yale”),
will be changed to Wedcor Holdings, Inc. (the “Entity Name Change”). In addition, Martin Yale will adopt
the assumed business name of intimus North America.


 


4. Consent to
Lease. Effective as of the Execution Date, subject to Section 5 hereof, Lender hereby consents, for purposes of each of
Section 6.05 of the Credit Agreement and Section 7 of that certain Mortgage, Security Agreement, Fixture Filing and
Assignment of Leases and Rents executed as of April 30, 2009 by Martin Yale in favor of Lender, to the entry by Wedcor
Holdings, Inc., an Indiana corporation (f/k/a Martin Yale Industries, Inc.), as lessor, into that certain Lease, dated as of
June 30, 2014 with Martin Yale Industries, LLC, a Michigan limited liability company, as lessee.


 


5. Acknowledgment
of Name Change. Effective as of the Execution Date, subject to Section 5 hereof, Lender hereby acknowledges, for purposes
of each of Section 6.03(d) of the Credit Agreement and Section 4.15 of that certain Pledge and Security Agreement, dated as
of April 30, 2009, executed by Martin Yale in favor of Lender, that it received at least thirty days advance written notice
of the Entity Name Change and all actions of Lender requested in connection therewith have been completed or taken.


 






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6. Conditions.
The obligation of Chase, as Lender, Swingline Lender, Issuing Bank 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 Execution
Date:


 


(a)
This Amendment shall have been executed by the Borrower and each Loan Party, and delivered to Chase, and executed by Chase,
as Lender, Swingline Lender, Issuing Bank and Administrative Agent;


 


(b)
The Second Amendment to Pledge and Security Agreement, dated as of the date hereof, executed by the Borrower in favor of
Chase, shall have been executed by the Borrower delivered to Chase;


 


(c)
The First Amendment to Pledge and Security Agreement, dated as of the date hereof, executed by Martin Yale in favor of Chase,
shall have been executed by Martin Yale and delivered to Chase;


 


(d)
The First Amendment to Pledge and Security Agreement, dated as of the date hereof, executed by SOP Services, Inc. in favor of
Chase, shall have been executed by SOP Services, Inc. and delivered to Chase;


 


(e)
The Trademark Security Agreement, dated as of the date hereof, executed by Martin Yale in favor of Chase, shall have been
executed by Martin Yale and delivered to Chase;


 


(f)
The Patent Security Agreement, dated as of the date hereof, executed by Martin Yale in favor of Chase, shall have been
executed by Martin Yale and delivered to Chase;


 


(g)
Chase shall have received a Certificate of Existence for the Borrower and each Guarantor issued by the Secretary of State of
its jurisdiction of organization not more than thirty (30) days prior to the Execution Date;


 


(h)
Chase shall have received copies, certified as of the Execution Date, of such corporate documents or resolutions of the
Borrower and each Guarantor as Chase may request evidencing necessary corporate action by the Borrower and each Guarantor
with respect to this Amendment and all other agreements or documents delivered pursuant hereto as Chase may request;


 


(i)
Chase shall have obtained a UCC search certificate for the Borrower and each Guarantor issued by the Secretary of State of
the jurisdiction where such Person is located (as such term is used in Article 9 of the UCC) not more than thirty (30) days
prior to the Execution Date which certificates shall show the Administrative Agent having a first priority security interest
in substantially all of the assets of each of the Borrower and the Guarantors subject only to Liens permitted by the Credit
Agreement; and


 


(j)
Chase shall have received a fully executed copy of the Asset Purchase Agreement by and between Martin Yale Industries, Inc.,
Martin Yale Industries, LLC and joined in by the Borrower, as the Shareholder (as defined therein), dated as of the date
hereof, including all exhibits and schedules thereto, in form and substance acceptable to Lender.


 


7. Further
Agreements and Acknowledgements. The Borrower and each Guarantor each hereby further agree and acknowledge that the
Borrower shall reimburse Chase for or pay, within ten (10) days of the date of their receipt of billing from Chase, the
reasonable fees and out-of-pocket expenses of Faegre Baker Daniels LLP, special counsel to the Lender, the Issuing Bank and
the Administrative Agent, for the preparation and closing of this Amendment.


 






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8. Consent and
Representations of Guarantors. (a) Each Guarantor, by its execution of this Amendment, expressly consents to the
execution, delivery and performance by the Borrower, Chase (as a Lender and Issuing Bank) and the Administrative Agent of
this Amendment and all agreements, instruments and documents delivered pursuant hereto, and agrees that neither the
provisions of this Amendment nor any action taken or not taken in accordance with the terms of this Amendment shall
constitute a termination, extinguishment, release or discharge of any of its obligations under its respective Unlimited
Continuing Guaranty, dated as of April 30, 2009, in favor of the Administrative Agent for the benefit of each of the Lenders
and the Administrative Agent (each a “Guaranty”) or provide a defense, set-off or counterclaim to it with
respect to any of its obligations under its Guaranty or any other Loan Documents. Each Guarantor affirms to Chase and the
Administrative Agent that its Guaranty is in full force and effect, is a valid and binding obligation, and continues to
guaranty payment of and secure and support the Secured Obligations, now existing or hereafter arising.


 


(b) The request
for and the grant of the confirmations, consents and waivers given herein shall not establish a course of conduct or dealing
between Chase and the Guarantors and shall not impose any obligation on Chase to consult with, notify or obtain the consent
of the Guarantors in the future if the financial accommodations provided by the Lenders to Borrower should be revised,
amended or increased.


 


9. 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.


 


10. Governing
Law/Entire Agreement/Survival. This Amendment is a contract made under, and shall be governed by and construed in
accordance with, the laws of the State of Indiana applicable to contracts made and to be performed entirely within such state
and without giving effect to the choice or conflicts of laws principles of any jurisdiction. This Amendment constitutes and
expresses the entire understanding among 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. 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. Except as expressly provided
otherwise in this Amendment, the Credit Agreement, as amended hereby, remains in full force and effect in accordance with its
terms and provisions.


 


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 shall be effective as delivery of a manually executed
counterpart of this Amendment.


 


[Signature pages follow.]


 






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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., individually, as Administrative Agent, Issuing Bank, Swingline Lender and a Lender
	 	 	 	 	 
	 	 	By:	 	/s/ Thomas W. Harrison
	 	 		 	Name:
    Thomas W. Harrison
	 	 	 	 	Title: Senior
    Vice President / Authorized Officer




 






    	[Signature Page to Second Amendment to First Amended and Restated Credit Agreement]



    	 



    

 


		 	BORROWER:
	 	 	 	 	 
	 	 	ESCALADE,
    INCORPORATED
	 	 	 	 	 
		 	By:	 	/s/
    Deborah Meinert
	 	 		 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	OTHER
    LOAN PARTIES:
	 	 	 	 	 
	 	 	BEAR ARCHERY,
    INC.
	 	 	 	 	 
	 	 	By:	 	/s/
    Deborah Meinert
	 	 	 	 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	EIM COMPANY,
    INC.
	 	 	 	 	 
	 	 	By:	 	/s/
    Deborah Meinert
	 	 	 	 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	ESCALADE
    INSURANCE, INC.
	 	 	 	 	 
	 	 	By:	 	/s/
    Deborah Meinert
	 	 	 	 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	ESCALADE
    SPORTS PLAYGROUND, INC.
	 	 	 	 	 
	 	 	By:	 	/s/
    Deborah Meinert
	 	 	 	 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	HARVARD SPORTS,
    INC.
	 	 	 	 	 
	 	 	By:	 	/s/
    Deborah Meinert
	 	 	 	 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	MARTIN YALE
    INDUSTRIES, INC.
	 	 	 	 	 
	 	 	By:	 	/s/
    Deborah Meinert
	 	 	 	 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer




 






    	[Signature Page to Second Amendment to First Amended and Restated Credit Agreement]



    	 



    

 


		 	OLYMPIA BUSINESS
    SYSTEMS, INC.
	 	 	 	 	 
	 	 	By:	 	/s/
    Deborah Meinert
		 		 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	SOP SERVICES,
    INC.
	 	 	 	 	 
	 	 	By:	 	/s/
    Deborah Meinert
	 	 	 	 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	U.S. WEIGHT, INC.
	 	 	 	 	 
	 	 	By:	 	/s/
    Deborah Meinert
	 	 	 	 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer
	 	 	 	 	 
	 	 	INDIAN INDUSTRIES,
    INC.
	 	 	 	 	 
	 	 	By:	 	/s/
    Deborah Meinert
	 	 	 	 	Name: Deborah Meinert
	 	 	 	 	Title: Treasurer




 






    	[Signature Page to Second Amendment to First Amended and Restated Credit Agreement]