Unassociated Document


    Exhibit
10.1

     

    


    FOURTH AMENDMENT TO CREDIT
AGREEMENT

     

    THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of
March 1, 2010 (the "Effective Date") between
JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, and as a
Lender and ESCALADE, INCORPORATED (the "Borrower").

     

    Recital

     

    The
Borrower and JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank,
and a Lender 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, and as
amended by that certain Third Amendment to Credit Agreement dated as of
October 30, 2009, the "Credit
Agreement").  As of the Effective Date, JPMorgan Chase Bank,
N.A. is the only Lender under the Credit Agreement.

     

    On
November 22, 2005, the Borrower created a Chinese Subsidiary with a legal name
of Martin Yale International (Beijing) Trading Co. ("MYI Beijing") and capitalized
it with $718,000.  The Borrower owns 100% of the Equity Interests of
MYI Beijing.  The Borrower desires to transfer 100% of the Equity
Interests of MYI Beijing to Martin Yale International GmbH ("MYI Germany") (the "Beijing
Transfer").

     

    The
Borrower executed a Security and Pledge Agreement, dated as of April 30, 2009,
in favor of the Administrative Agent, for the ratable benefit of the Lenders
(the "Escalade Security
Agreement"), pursuant to which the Borrower granted a security interest
to the Administrative Agent in substantially all of the Borrower's assets,
including without limitation, the Equity Interests of MYI Beijing (but excluding
35% of the issued and outstanding Equity Interests entitled to
vote).

     

    MYI
Germany desires to transfer all its business operations and assets that are
located in Crawley, West Sussex, United Kingdom to Martin Yale International
Ltd. (the "UK Transfer";
and collectively with the Beijing Transfer, the "Transfers").

     

    The
Credit Agreement prohibits the Transfers and, accordingly, the Borrower has
requested that the Administrative Agent and the Lenders consent to the
Transfers.

     

    In
addition, the Borrower failed to list all of its Subsidiaries on Schedule 3.15
of the Credit Agreement (the "Existing Default") and the
Borrower requests the Administrative Agent and Lender to waive the Existing
Default and to amend the Credit Agreement to replace Schedule 3.15.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    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 and the Borrower agree as follows:

     

    1.          
Amendment to the Credit
Agreement - Amendment to
Schedule 3.15.  As of the Effective Date, Schedule 3.15 of
the Credit Agreement is amended and, as so amended, restated to be identical to
Schedule 3.15
attached to this Amendment.

     

    2.          
Consent.

     

    (a)         The
Administrative Agent and the Lender consent to the Transfers and, effective
simultaneously with the completion of the Beijing Transfer, the Administrative
Agent releases its security interest granted to it pursuant to the Escalade
Security Agreement in the Equity Interests of MYI Beijing.

     

    (b)      
  The
consent set forth in this Section 2 is a one-time consent and applies only to
the Transactions and shall not be deemed to be a waiver by Lender to any
transfer not specifically described in this Section 2.

     

                3.          
Waiver of Existing
Default.  Subject to the other terms of this Amendment,
the Administrative Agent and the Lender waive the Existing
Default.  The waiver set forth in this Section 3 is a one-time waiver
and applies only to the failure by the Borrower to accurately list its
Subsidiaries on Schedule 3.15 of the Credit Agreement and not to any other
inaccurate representation or warranty, if any, by Borrower or any other Loan
Party.

     

                4.          
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.

     

                5.          
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.

     

                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.

     

                7.          
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.

     

                8.          
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.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

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


      

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

    

    Schedule
3.15

    


    CAPITALIZATION
AND SUBSIDIARIES

     

    
      
        	
                Issuer

              	 
      	
                Certificate
      Number(s)

              	 
      	
                Number
      of Shares

              	 
      	
                Class
      of Stock

              	 
      	
                Percentage
      of Outstanding Shares/Ownership

              
	 	 	 	 	 	 	 	 	 
	
                Martin
      Yale Industries, Inc (Owned by Escalade Incorporated)

              	 
      	
                1

              	 
      	
                1000

              	 
      	
                Common

              	 
      	
                100%

              
	
                Indian
      Industries, Inc. (Owned by Escalade, Incorporated)

              	 
      	
                1

              	 
      	
                1000

              	 
      	
                Common

              	 
      	
                100%

              
	
                EIM
      Company, Inc. (Owned by Escalade, Incorporated)

              	 
      	
                5,6

              	 
      	
                100

              	 
      	
                Common

              	 
      	
                100%

              
	
                Escalade
      Insurance, Inc. (Owned by Escalade, Incorporated)

              	 
      	
                1

              	 
      	
                1000

              	 
      	
                Common

              	 
      	
                100%

              
	
                Schleicher
      and Co. of America, Inc. (Owned by Martin Yale Industries,
      Inc.)

              	 
      	
                R-1

              	 
      	
                100

              	 
      	
                Common

              	 
      	
                100%

              
	
                Olympia
      Business Systems, Inc. (Owned by Schleicher & Co. of America,
      Inc.)

              	 
      	
                R-1

              	 
      	
                100

              	 
      	
                Common

              	 
      	
                100%

              
	
                Bear
      Archery, Inc. (Owned by Indian Industries, Inc.)

              	 
      	
                R-1

              	 
      	
                100

              	 
      	
                Common

              	 
      	
                100%

              
	
                Escalade
      Sports Playground, Inc. (Owned by Indian Industries, Inc.)

              	 
      	
                R-1

              	 
      	
                100

              	 
      	
                Common

              	 
      	
                100%

              
	
                Harvard
      Sports, Inc. (Owned by Indian Industries, Inc.)

              	 
      	
                R-1

              	 
      	
                1000

              	 
      	
                Common

              	 
      	
                100%

              
	
                U.
      S. Weight, Inc. (Owned by Indian Industries, Inc.)

              	 
      	
                R-1

              	 
      	
                100

              	 
      	
                Common

              	 
      	
                100%

              
	
                SOP
      Services, Inc. (Owned by EIM Company, Inc.)

              	 
      	
                R-1

              	 
      	
                100

              	 
      	
                Common

              	 
      	
                100%

              


         

        
          
            
            

          

          
            -7-

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Issuer

                	 
      	
                  Certificate
      Number(s)

                	 
      	
                  Number
      of Shares

                	 
      	
                  Class
      of Stock

                	 
      	
                  Percentage
      of Outstanding Shares/Ownership

                
	 	 	 	 	 	 	 	 	 


        

        	
                Harvard
      California, S.DE. R.L. C.V. (Owned by Harvard Sports, Inc 90% and
      Escalade, Inc 10%)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Escalade
      Sports, S.DE. R.L. C.V. (Owned by Harvard Sports, Inc 90% and Escalade,
      Inc 10%)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Escalade
      Sports Holding (HK) Limited (Owned by Indian Industries,
    Inc.)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Escalade
      Sports Shanghai (Owned by Indian Industries, Inc.)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Martin
      Yale International, GmbH (Owned by Martin Yale Industries,
      Inc.)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Martin
      Yale International (Beijing) Trading Co. (Owned by Escalade,
      Inc)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Martin
      Yale International Ltd., (Owned by Martin Yale International,
      GmbH)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Martin
      Yale Africa Quality Office and Graphics Products (PTY) Ltd. (Owned by
      Martin Yale International, GmbH)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Martin
      Yale Italia srl (Owned by Martin Yale International GmbH)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Taros
      Trading GmbH, (Owned by Martin Yale International, GmbH)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Martin
      Yale Iberica. S.L. (Owned by Martin Yale International,
    GmbH)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Martin
      Yale Nordic, AB (Owned by Martin Yale International, GmbH)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              


         

        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

        

         

        
          	
                  Issuer

                	 
      	
                  Certificate
      Number(s)

                	 
      	
                  Number
      of Shares

                	 
      	
                  Class
      of Stock

                	 
      	
                  Percentage
      of Outstanding Shares/Ownership

                
	 	 	 	 	 	 	 	 	 


        

        	
                Productos
      Maestros de Oficina, S.A. DE C.V. (Owned by Martin Yale Industries,
      Inc.)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                100%

              
	
                Neoteric
      Industries, Inc (Owned by Martin Yale Industries, Inc.)

              	 
      	
                87-NX-000001,
88-NX-000001

              	 
      	
                249997

              	 
      	
                Common

              	 
      	
                49.99%

              
	
                Ekvita
      spol. S.R.O. (Owned by Martin Yale International, GmbH)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                33%

              
	
                Sweden
      Table Tennis AB (Owned by Escalade, Inc.)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                50%

              
	
                Escalade
      International, Ltd. (Owned by Escalade, Inc.)

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                N/A

              	 
      	
                50%

              


      



    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    Consent of the
Guarantors

     

    Each of
the undersigned Guarantors acknowledges and consents to the execution of the
Fourth 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 March 1, 2010.

     

    
      
        	Bear
      Archery, Inc.	 	Martin
      Yale Industries, Inc.	 
	 	 	 	 	 
	By:
      	
                /s/
      Deborah J. Meinert

              	 	By:
      	
                /s/
      Deborah J. Meinert

              	 
	 	 	 	 	 
	Deborah
      J. Meinert, VP Finance and Sec	 	Deborah
      J. Meinert, VP Finance and Sec	 
	 	 	 	 	 
	EIM
      Company, Inc.	 	Olympia
      Business Systems, Inc.	 
	 	 	 	 	 	 
	By:	/s/
      Deborah J. Meinert	 	By:	/s/
      Deborah J. Meinert	 
	 	 	 	 	 
	Deborah
      J. Meinert, VP Finance and Sec	 	Deborah
      J. Meinert, VP Finance and Sec	 
	 	 	 	 	 
	Escalade
      Insurance, Inc.	 	Schleicher
      & Co. of America, Inc.	 
	 	 	 	 	 	 
	By:	/s/
      Deborah J. Meinert	 	By:	/s/
      Deborah J. Meinert	 
	 	 	 	 	 
	Deborah
      J. Meinert, VP Finance and Sec	 	Deborah
      J. Meinert, VP Finance and Sec	 
	 	 	 	 	 
	Escalade
      Sports Playground, Inc.	 	SOP
      Services, Inc.	 
	 	 	 	 	 	 
	By:
      	/s/
      Deborah J. Meinert	 	By:	/s/
      Deborah J. Meinert	 
	 	 	 	 	 
	Deborah
      J. Meinert, VP Finance and Sec	 	Deborah
      J. Meinert, VP Finance and Sec	 
	 	 	 	 	 
	Harvard
      Sports, Inc.	 	U.
      S. Weight, Inc.	 
	 	 	 	 	 	 
	By:	/s/
      Deborah J. Meinert	 	By:	/s/
      Deborah J. Meinert	 
	 	 	 	 	 
	Deborah
      J. Meinert, VP Finance and Sec	 	Deborah
      J. Meinert, VP Finance and Sec	 
	 	 	 	 	 
	Indian
      Industries, Inc.	 	 	 	 
	 	 	 	 	 	 
	By:	/s/
      Deborah J. Meinert	 	 	 	 
	 	 	 	 	 
	Deborah
      J. Meinert, VP Finance and Sec	 	 	 	 


      

    

     

    
      
        
        

      

      
        -10-