Exhibit
10.1


FIRST AMENDMENT TO CREDIT AGREEMENT


               THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 29, 2009
(the “Effective
Date”) between JPMORGAN CHASE BANK, N.A. (“Agent”), the Lenders
signatory hereto and ESCALADE, INCORPORATED (“Borrower”).


Recitals


               The
Borrower, the Lenders party thereto and the Agent, as Administrative Agent,
Issuing Bank and a Lender, are parties to that certain Credit Agreement, dated
as of April 30, 2009 (the “Credit Agreement”). As of the Effective
Date, JPMorgan Chase Bank, N.A. is the sole Lender under the Credit Agreement.


               The
Credit Agreement requires that the Borrower satisfy certain post-closing
conditions not later than July 31, 2009. The Borrower, the Agent and JPMorgan Chase Bank, N.A., as
the sole Lender, have agreed that the deadline for the
completion of such post-closing conditions be extended to September 30, 2009.


Agreement


               NOW,
THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein, and each act performed and to be performed hereunder, the
Agent, JPMorgan Chase Bank, N.A., as the sole Lender, and the Borrower agree as
follows:


               Amendment
to the Credit Agreement. As of the Effective Date, the first sentence in
Section 4.03 of the Credit Agreement is amended by deleting the date “July 31,
2009” and replacing it with the date “September 30, 2009”.


               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.


               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.


               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. 


               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. 


               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.










               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 sole Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ H. Robert Hill

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 H. Robert Hill, Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (“Agent”)

 
	
  

 	
  

 	
  

 
	
  

 	
 ESCALADE, INCORPORATED

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Deborah J. Meinert, VP
 Finance and CFO

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (“Borrower”)

 


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Consent of
the Guarantors


          Each
of the undersigned Guarantors acknowledges and consents to the execution of the
First Amendment to Credit Agreement and reaffirms and agrees that the Guaranty
dated as of April 30, 2009, executed by it in favor of the 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 July 29, 2009.


	
  

 	
  

 	
  

 	
  

 
	
 Bear Archery, Inc.

 	
  

 	
 Martin Yale Industries, Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
 By: /s/ Deborah J. Meinert

 	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	 

 	
  

 	 

 
	
 Deborah J. Meinert, VP Finance

 	
  

 	
 Deborah J. Meinert, VP Finance

 
	
  

 	
  

 	
  

 	
  

 
	
 EIM Company, Inc.

 	
  

 	
 Olympia Business Systems, Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
 By: /s/ Deborah J. Meinert

 	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	 

 	
  

 	 

 
	
 Deborah J. Meinert, VP Finance

 	
  

 	
 Deborah J. Meinert, VP Finance

 
	
  

 	
  

 	
  

 	
  

 
	
 Escalade Insurance, Inc.

 	
  

 	
 Schleicher & Co. of America, Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
 By: /s/ Deborah J. Meinert

 	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	 

 	
  

 	 

 
	
 Deborah J. Meinert, VP Finance

 	
  

 	
 Deborah J. Meinert, VP Finance

 
	
  

 	
  

 	
  

 	
  

 
	
 Escalade Sports Playground, Inc.

 	
  

 	
 SOP Services, Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
 By: /s/ Deborah J. Meinert

 	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	 

 	
  

 	 

 
	
 Deborah J. Meinert, VP Finance

 	
  

 	
 Deborah J. Meinert, VP Finance

 
	
  

 	
  

 	
  

 	
  

 
	
 Harvard Sports, Inc.

 	
  

 	
 U. S. Weight, Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
 By: /s/ Deborah J. Meinert

 	
  

 	
 By:

 	
 /s/ Deborah J. Meinert

 
	 

 	
  

 	 

 
	
 Deborah J. Meinert, VP Finance

 	
  

 	
 Deborah J. Meinert, VP Finance

 
	
  

 	
  

 	
  

 	
  

 
	
 Indian Industries, Inc.

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By: /s/ Deborah J. Meinert

 	
  

 	
  

 	
  

 
	 

 	
  

 	
  

 	
  

 
	
 Deborah J. Meinert, VP Finance

 	
  

 	
  

 	
  

 


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