Exhibit 10.1


 


THIRD AMENDMENT TO FIRST AMENDED 


AND RESTATED CREDIT AGREEMENT


 


THIS THIRD AMENDMENT
TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is executed as of October 1, 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 and by the Second Amendment to
First Amended and Restated Credit Agreement, dated as of June 30, 2014, 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 Terms. Section 1.01 of the Credit Agreement is amended to add the following new defined terms in the appropriate alphabetical
position:


 


"Agreement"
means this First Amended and Restated Credit Agreement, dated as of August 27, 2013, by and among the Borrower, the other Loan
Parties party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Issuing Bank, Swingline Lender and as a Lender,
as amended, restated and/or modified from time to time.


 


"intimus"
means intimus International GmbH, a German corporation.


 


"Olympia"
means Olympia Business Systems, Inc., a Delaware corporation.


 


"Wedcor"
means Wedcor Holdings, Inc., an Indiana corporation formerly known as Martin Yale Industries, Inc.


 




    	 



    	 



    

 


"Wedcor
Asset Disposition" means the sale from Wedcor to Olympia of all of the assets of Wedcor necessary or useful to its information
security business, but specifically excluding the real property located at 251 Wedcor Avenue, Wabash, Indiana 46992, the lease
between Wedcor and Martin Yale Buyer, this Agreement and all related agreements to which Wedcor is a party, any securities owned
by Wedcor reflecting an equity ownership interest in any Person or Affiliate of Wedcor, including without limitation, in intimus
and in Neoteric Industries, Inc., a Taiwanese corporation, cash, bank accounts, cash equivalents and other similar types of investments
held or owned by Wedcor, any federal, state, local or foreign tax refund and all books and records relating to the information
security business, among other Excluded Assets (as defined in the Asset Sale and Purchase Agreement dated as of October __, 2014
by and among Wedcor and Olympia).


 


"Wedcor
Contribution" means the contribution from Wedcor to intimus of all repayment claims of Wedcor against intimus under a
shareholder loan and a loan provided by Borrower to intimus.


 


"Wedcor
Guaranty" shall mean the guaranty by Borrower in favor of the Wedcor Stock Buyer of the Wedcor Indemnification Obligations.


 


"Wedcor
Indemnification Obligations" shall mean (i) the indemnification obligations of Wedcor to the Wedcor Stock Buyer pursuant
to the Agreement for the sale and purchase of all of the shares in intimus International GmbH and Olympia Business Systems, Inc.
executed in connection with the Wedcor Stock Disposition and (ii) the indemnification obligations of Wedcor to Olympia pursuant
to the Asset Sale and Purchase Agreement executed in connection with the Wedcor Asset Disposition, up to an aggregate maximum amount
of 750,000 Euros with respect to both the Wedcor Stock Disposition and the Wedcor Asset Disposition plus the amount of any indemnification
obligations of Wedcor relating to taxes triggered by the Wedcor Contribution, certain tax liabilities relating to Olympia, the
liquidation of certain intimus subsidiaries, and certain payments by intimus to Wedcor or its U.S. affiliates subsequent to December
31, 2013.


 


"Wedcor
Stock Buyer" means Pitney Bowes España, S.A.U., a company incorporated under the laws of Spain.


 


"Wedcor
Stock Disposition" means the sale by Wedcor to Wedcor Stock Buyer of all of the issued shares in intimus and Olympia.


 


(b)           Amended
Definitions. The following definitions set forth in Section 1.01 of the Credit Agreement are amended and restated as follows:


 




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"LIBO
Rate" means, with respect to any Eurodollar Borrowing for any applicable Interest Period, the London interbank offered rate
administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars)
for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the
event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such
rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative
Agent from time to time in its reasonable discretion (the "LIBO Screen Rate") at approximately 11:00 a.m., London
time, two (2) Business Days prior to the commencement of such Interest Period; provided that, (x) if any LIBO Screen Rate shall
be less than zero, such rate shall be deemed to be zero for purposes of this Agreement and (y) if the LIBO Screen Rate shall not
be available at such time for a period equal in length to such Interest Period (an "Impacted Interest Period"),
then the LIBO Rate shall be the Interpolated Rate at such time, subject to Section 2.14 in the event that the Administrative Agent
shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding
absent manifest error); provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero
for purposes of this Agreement. Notwithstanding the above, to the extent that "LIBO Rate" or "Adjusted LIBO Rate"
is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.


 


"Designated
Persons" means any Person listed on a Sanctions List or any Person in which a Person listed on a Sanctions List has 50% or
greater ownership interest or that is otherwise controlled by a Person listed on a Sanctions List.


 


(c)           Amendment
to Section 6.01. Section 6.01 of the Credit Agreement is amended as follows:


 


(i)          By
deleting "and" following the semicolon in subsection (j);


 


(ii)         By
deleting the period at the end of subsection (k) and replacing it with "; and"; and


 


(iii)        By
inserting a new subsection (l), which shall read in its entirety "the Wedcor Indemnification Obligations."


 


(d)           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)          Intentionally
Deleted; and"


 


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


 


"(i)          Intentionally
Deleted; and"


 


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


 


"(i)          Intentionally
Deleted; and"


 


(iv)        By
deleting the "and" following the semicolon in subsection (q);


 




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(v)         By
deleting the period at the end of subsection (r) and replacing it with "; and"; and


 


(vi)        By
inserting a new subsection (s), which shall read in its entirety "the Wedcor Guaranty."


 


(e)          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 (h);


 


(ii) By inserting
new subsections (j) and (k), which shall read in their entirety as follows:


 


"(j) the
Wedcor Contribution; and


 


(k) the Wedcor
Asset Disposition and the Wedcor Stock Disposition; provided that neither the Wedcor Asset Disposition nor the Wedcor Stock Disposition
shall be considered a Prepayment Event and any Net Proceeds of the Wedcor Asset Disposition and the Wedcor Stock Disposition shall
not be required to be applied to the Obligations as provided in Section 2.11(c) of this Agreement;"; and


 


(iii) 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), (i), (j) and (k) above)".


 


(f)          Amendment
of Section 6.09. Section 6.09 of the Credit Agreement is amended and restated as follows:


 


"SECTION
6.09. Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are
at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length
basis from unrelated third parties, (b) transactions between or among the Borrower and any Subsidiary that is a Loan Party not
involving any other Affiliate, (c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under
Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section
6.04, (g) the payment of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or
any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors,
officers or employees of the Borrower or its Subsidiaries in the ordinary course of business, (h) any issuances of securities or
other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock
options and stock ownership plans approved by the Borrower's board of directors and (i) the Wedcor Contribution. Notwithstanding
the foregoing, no Loan Party shall, nor shall it permit any Subsidiary to make any payment, dividend or transfer any money to Escalade
Insurance except that the Loan Parties and their Subsidiaries may pay insurance premiums which are due and payable to Escalade
Insurance for insurance provided in the ordinary course of business by or through Escalade Insurance to the Loan Parties or their
Subsidiaries."


 




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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 April
22, 2014. No Guarantor's constituent documents (articles of incorporation and by-laws) have been amended or otherwise changed since
August 27, 2013.


 


(e)           Since
December 31, 2013, no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material
Adverse Effect.


 


4.            Release
of Olympia as a Loan Party. As of the Execution Date, and subject to the satisfaction of the conditions precedent contained
in Section 5 of this Amendment, Lenders hereby release Olympia Business Systems, Inc., a Delaware corporation, from its Guarantee,
its Security Agreement, the Credit Agreement and any and all other Loan Documents to which it may be a party.


 


5.            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;


 




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


 


(c)          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;


 


(d)          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;


 


(e)          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;


 


(f)          Chase
shall have received a fully executed copy of the Asset Sale and Purchase Agreement by and between Wedcor Holdings, Inc. ("Wedcor")
and Olympia Business Systems, Inc. ("Olympia"), dated as of the date hereof, including all exhibits and schedules
thereto, in form and substance acceptable to Lenders and evidence that all conditions precedent to the sale of certain assets of
Wedcor to Olympia are satisfied and all legal matters incident to the sale of certain assets of Wedcor to Olympia are reasonably
satisfactory to the Lender and its counsel; and


 


(g)          Chase
shall have received a fully executed copy of the Agreement for the Sale and Purchase of all of the Shares in intimus International
GmbH ("intimus") and Olympia, dated as of the date hereof, including all exhibits and schedules thereto, in form
and substance acceptable to Lenders and evidence that all conditions precedent to the sale by Wedcor of all of the issued shares
in intimus and Olympia are satisfied, and all legal matters incident to the sale by Wedcor of all of the issued shares in intimus
and Olympia are reasonably satisfactory to the Lender and its counsel.


 


6.           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.


 


7.           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.


 




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(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.


 


8.            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.


 


9.            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.


 


10.          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


 


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




    	 



    	 



    

 


	 	BORROWER:
	 	 	 
	 	ESCALADE, INCORPORATED
	 	 	 
	 	By:	/s/ Deborah Meinert 
	 	 	Name: Deborah Meinert 
	 	 	Title: VP and Secretary
	 	 	 
	 	OTHER LOAN PARTIES:
	 	 	 
	 	BEAR ARCHERY, INC.
	 	 	 
	 	By:	/s/ Deborah Meinert
	 	 	Name: Deborah Meinert
	 	 	Title: VP and Secretary
	 	 	 
	 	EIM COMPANY, INC.
	 	 	 
	 	By:	/s/ Deborah Meinert
	 	 	Name: Deborah Meinert
	 	 	Title: VP and Secretary
	 	 	 
	 	ESCALADE INSURANCE, INC.
	 	 	 
	 	By:	/s/ Deborah Meinert
	 	 	Name: Deborah Meinert
	 	 	Title: VP and Secretary
	 	 	 
	 	ESCALADE SPORTS PLAYGROUND, INC.
	 	 	 
	 	By:	/s/ Deborah Meinert
	 	 	Name: Deborah Meinert
	 	 	Title: VP and Secretary
	 	 	 
	 	HARVARD SPORTS, INC.
	 	 	 
	 	By:	/s/ Deborah Meinert
	 	 	Name: Deborah Meinert
	 	 	Title: VP and Secretary
	 	 	 
	 	WEDCOR HOLDINGS, INC. f/k/a Martin Yale Industries, Inc.
	 	 	 
	 	By:	/s/ Deborah Meinert
	 	 	Name: Deborah Meinert
	 	 	Title: VP and Secretary



 


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








    	 



    	 



    

 


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


 


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