Exhibit 10.1


 


 



 


Second Amendment To Amended
and Restated Credit Agreement


 


 



 


By
And Among


 


Escalade,
Incorporated


 


And


 


Indian
Industries, Inc.


 


And


 


The
Other Loan Parties Hereto


 


And



 


The
Lenders Party Hereto


 


And


 


JPMorgan
Chase Bank, N.A.,

As Administrative Agent


 


 



 


Dated
As Of March 24, 2020


 


 









 






     

     


    

 


Second Amendment To Amended
and Restated


Credit Agreement


 


 


This
Second Amendment To Amended and Restated Credit Agreement (this “Second Amendment”) is made as of the
24th day of March, 2020, by and among Escalade, Incorporated, Indian Industries,
Inc., the Other Loan Parties hereto, the Lenders party hereto and JPMorgan Chase
Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). The parties hereto
agree as follows:


 


WITNESSETH:


 


Whereas,
as of January 21, 2019, the parties hereto entered into a certain Amended and Restated Credit Agreement (as amended, the “Agreement”);
and


 


Whereas,
the parties desire to amend the Agreement to increase the permitted amount of share repurchases, subject to and as provided in
this Second Amendment;


 


Now,
Therefore, in consideration of the premises, and the mutual promises herein contained, the parties agree that the Agreement
shall be, and it hereby is, amended as provided herein and the parties further agree as follows:


  


Article
VI


 


Negative
Covenants


 


SECTION 6.08. Restricted Payments; Certain
Payments of Indebtedness. Section 6.08(a) of the Agreement is hereby amended by substituting the following new Section 6.08(a)
in lieu of the existing Section 6.08(a):


 


(a) No
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any
Restricted Payment, or enter into any transaction that has a substantially similar effect or incur any obligation (contingent or
otherwise) to do so, except (i) the Borrowers may declare and pay dividends with respect to its common stock payable solely in
additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred
stock or in shares of its common stock, (ii) so long as there exists no Event of Default, the Borrowers may, to the extent required
by law, repurchase fractional shares of Borrowers’ Equity Interests up to an aggregate repurchase total for all fractional
shares repurchased of $500,000, (iii) the Borrowers may issue its common stock pursuant to the Borrowers’ equity incentive
plan existing on the Effective Date, (iv) so long as there exists no Event of Default, during the period beginning on the Effective
Date and continuing to and including the Maturity Date, the Borrowers may purchase shares of Borrowers’ Equity Interests
up to an aggregate purchase total for all shares repurchased of $15,000,000; and (v) the Borrowers may declare and pay dividends
so long as there exists no Event of Default.


 


 


	Second Amendment to Amended and Restated Credit Agreement	Page 1


 






     

     


    

 


Part
II. Continuing Effect


 


Except as expressly
modified herein:


 


(a)       All
terms, conditions, representations, warranties and covenants contained in the Agreement shall remain the same and shall continue
in full force and effect, interpreted, wherever possible, in a manner consistent with this Second Amendment; provided, however,
in the event of any irreconcilable inconsistency, this Second Amendment shall control;


 


(b)       The
representations and warranties contained in the Agreement shall survive this Second Amendment in their original form as continuing
representations and warranties of Borrowers; and


 


(c)       Capitalized
terms used in this Second Amendment, and not specifically herein defined, shall have the meanings ascribed to them in the Agreement.


 


In consideration hereof,
each Borrower represents, warrants, covenants and agrees that:


 


(aa)Each representation
and warranty set forth in the Agreement, as hereby amended, remains true and correct as of the date hereof in all material respects,
except to the extent that such representation and warranty is expressly intended to apply solely to an earlier date and except
changes reflecting transactions permitted by the Agreement;


 


(bb)There currently
exist no offsets, counterclaims or defenses to the performance of the Obligations (such offsets, counterclaims or defenses, if
any, being hereby expressly waived);


 


(cc)Except as expressly
waived in this Second Amendment, there does not exist any Default or Event of Default; and


 


(dd)After giving
effect to this Second Amendment and any transactions contemplated hereby, no Default or Event of Default is or will be occasioned
hereby or thereby.


 


Part
III. Independent Credit Decision


 


Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender, based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Second Amendment.


 


 





	Second Amendment to Amended and Restated Credit Agreement	Page 2


 






     

     


    

 


Part IV. Conditions Precedent


 


Notwithstanding anything
contained in this Second Amendment to the contrary, this Second Amendment shall not become effective until each of the following
conditions precedent have been fulfilled to the satisfaction of the Administrative Agent:


 


(a)       The
Administrative Agent shall have received counterparts of this Second Amendment, duly executed by the Administrative Agent, Borrowers,
the Loan Guarantors and the Lenders;


 


(b)       The
Administrative Agent shall have received a duly executed certificate of the Secretary of each Borrower (A) certifying as to the
authorizing resolutions of such Borrower, and (B) certifying as complete and correct as to attached copies of its Articles of
Incorporation and By-Laws or certifying that such Articles of Incorporation or By-Laws have not been amended (except as shown)
since the previous delivery thereof to the Administrative Agent;


 


(c)       The
Administrative Agent shall have received such documentation and other information requested in connection with applicable “know
your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and


 


(d)       All
legal matters incident to this Second Amendment shall be reasonably satisfactory to the Administrative Agent and its counsel.


  


Part
V. Expenses


 


The
Borrowers agree to pay or reimburse the Administrative Agent for all reasonable expenses of the Administrative Agent (including,
without limitation, reasonable attorneys’ fees) incurred in connection with this Second Amendment.


 


Part
VI. Counterparts


 


This
Second Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which taken together
shall constitute one and the same agreement. Delivery of an executed counterpart of this Second Amendment by telefacsimile or
other electronic method of transmission shall have the same force and delivery of an original executed counterpart of this
Second Amendment. Any party delivering an executed counterpart of this Second Amendment by telefacsimile or other electronic method
of transmission shall also deliver an original executed counterpart of this Second Amendment, but the failure to do so shall not
affect the validity, enforceability, and binding effect of this Second Amendment.


 


In
Witness Whereof, the parties hereto have caused this Second Amendment to be executed by their respective officers duly authorized
as of the date first above written.


 


  


[This Space Intentionally
Left Blank]


 


 





	Second Amendment to Amended and Restated Credit Agreement	Page 3


 




     

     


    

 


Signature
Page Of


Escalade,
Incorporated


To
Second Amendment to Amended and Restated Credit Agreement


 





	 	Escalade, Incorporated
	 	 	 
	 	By:  	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer


 




     

     


    

 


Signature
Page Of


Indian
Industries, Inc.


To
Second Amendment to Amended and Restated Credit Agreement


 


	 	Indian Industries, Inc.
	 	 	 
	 	By:  	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer


 




     

     


    

 


CONSENT AND REAFFIRMATION


 


Each of the undersigned
Loan Guarantors hereby consents to the foregoing Second Amendment, and further agrees that the execution and delivery of such Second
Amendment shall in no way affect, impair, discharge, relieve or release the obligations of the undersigned under its Loan Guaranty,
which obligations are hereby ratified, confirmed and reaffirmed in all respects and shall continue in full force and effect, until
all obligations of the Borrowers to the Lenders, the Issuing Bank and the Administrative Agent are fully, finally and irrevocably
paid and performed. Each Loan Guarantor further acknowledges that the failure to consent to any subsequent amendment shall not
affect the liability of such Loan Guarantor under its Loan Guaranty. Capitalized terms used herein and not defined have the meanings
ascribed thereto in the Agreement.


  





	 	BEAR ARCHERY, INC.
	 	 	 
	 	By:  	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer
	 	 	 
	 	EIM COMPANY, INC.
	 	 	 
	 	By:	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer
	 	 	 
	 	ESCALADE INSURANCE, INC.
	 	 	 
	 	By: 	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer
	 	 	 
	 	ESCALADE SPORTS PLAYGROUND, INC.
	 	 	 
	 	By: 	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer
	 	 	 
	 	HARVARD SPORTS, INC.
	 	 	 
	 	By: 	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer



 






     

     


    

 


	 	SOP SERVICES, INC.
	 	 	 
	 	By:   	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer
	 	 	 
	 	U.S. WEIGHT, INC.
	 	 	 
	 	By: 	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer
	 	 	 
	 	WEDCOR HOLDINGS, INC.
	 	 	 
	 	By: 	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer
	 	 	 
	 	GOALSETTER SYSTEMS, INC.
	 	 	 
	 	By: 	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer
	 	 	 
	 	LIFELINE PRODUCTS, LLC
	 	 	 
	 	By: 	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer
	 	 	 
	 	VICTORY MADE, LLC
	 	By: 	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer
	 	 	 
	 	VICTORY TAILGATE, LLC
	 	 	 
	 	By: 	/s/ STEPHEN R. WAWRIN
	 	Name: Stephen R. Wawrin
	 	Title: Chief Financial Officer


  




     

     


    

 


Signature
Page Of


JPMorgan
Chase Bank, N.A.


To
Second Amendment to Amended and Restated Credit Agreement


 





	 	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Swingline Lender and Issuing Bank
	 	 
	 	By	/s/ THOMAS W. HARRISON
	 	 	Name:  Thomas W. Harrison
	 	 	Title:  Executive Director