Exhibit 10.1


 


 






 


First 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 SEPTEMBER 3, 2019


 


 



 









     


     


    

 





First
Amendment To Amended and Restated


Credit
Agreement


 


 


This
First Amendment To Amended and Restated Credit Agreement (this “First Amendment”) is made as of the 3rd
day of September, 2019, 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:


 


W I T N E S S E T H:


 


Whereas,
as of January 21, 2019, the parties hereto entered into a certain Amended and Restated Credit Agreement (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 First 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’ stock option 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 $5,000,000; and (v) the Borrowers may declare and pay dividends
so long as there exists no Event of Default.


 






    	First 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 First Amendment; provided, however,
in the event of any irreconcilable inconsistency, this First Amendment shall control;


 


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


 


(c)       Capitalized
terms used in this First 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 First Amendment, there does not exist any Default or Event of Default; and


 


(dd)After giving
effect to this First 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 First Amendment.


 






    	First Amendment to Amended and Restated Credit Agreement	Page 2 



     


    

 





Part
IV. Conditions Precedent


 


Notwithstanding anything
contained in this First Amendment to the contrary, this First 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 First 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 First 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 First Amendment.


 


 


Part
VI. Counterparts


 


This First 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 First Amendment by telefacsimile or other electronic method
of transmission shall have the same force and delivery of an original executed counterpart of this First Amendment. Any party delivering
an executed counterpart of this First Amendment by telefacsimile or other electronic method of transmission shall also deliver
an original executed counterpart of this First Amendment, but the failure to do so shall not affect the validity, enforceability,
and binding effect of this First Amendment.


 


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


 


 


 


[This Space Intentionally
Left Blank]


 




    	First Amendment to Amended and Restated Credit Agreement	Page 3 



     


    

 


Signature
Page Of


Escalade,
Incorporated


To
First 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
First 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 First Amendment, and further agrees that the execution and delivery of such First
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
First 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