NINTH AMENDMENT TO CREDIT AGREEMENT
MARTIN YALE INDUSTRIES, INC., an Indiana corporation, (the "Account
Party"), ESCALADE, INCORPORATED, an Indiana corporation (the "Guarantor"),
and BANK ONE, INDIANAPOLIS, NATIONAL ASSOCIATION, a national banking
association (the "Bank"), being parties to that certain Credit Agreement
dated June 4, 1990 (as amended, the "Agreement"), hereby agree to further
amend the Agreement by this Ninth Amendment to Credit Agreement (this
"Ninth Amendment"), on the terms and subject to the conditions set forth as
follows:
1. DEFINITIONS.
a. Terms used in this Ninth Amendment with their initial
letter capitalized which are not defined herein shall have the
meanings ascribed to them in the Agreement.
b. Section 1.gg of the Agreement is amended and restated in
its entirety, so that hereafter it will read as follows:
gg. Applicable Margin. "Applicable Margin" means that number
of percentage points taken into account in determining
the commission payable with respect to the Letter of
Credit, pursuant to Section 2.b of the Agreement.
Initially, from the date of the Ninth Amendment and until
May 1, 1997, the Applicable Margin shall be three-eighths
percent (3/8%), which shall be payable on the date of
execution of this Ninth Amendment. Thereafter, the
Applicable Margin shall be determined by reference to the
"Guarantor's Leverage Ratio" (as that term is defined in
the Guarantor's Credit Agreement), in accordance with the
following table:
Leverage Ratio Applicable Margin
-------------- -----------------
Greater than or equal to 1.50
3.00:1.0
Less than or equal to
2.99:1.0, but greater
than or equal to
2.50:1.0 1.375
Less than or equal to 2.49:1.0,
but greater than or equal
to 2.0:1.0 1.25
Less than or equal to 1.99:1.0
but greater than or equal
to 1.50:1.0 1.125
Less than 1.50:1.0 1.00
On and after May 1, 1997, the Applicable Margin shall be determined
on the basis of the financial statements of the Guarantor for each
fiscal year furnished to the Bank pursuant to the requirements of
Section 5.b(i) with effect on each May 1 immediately preceding or
immediately following the Bank's receipt of such statements. On the
first day of the month which follows the Bank's receipt of such
financial statements, the amount of Commission which was previously
paid by the Account Party (if such financial statements are received
after May 1) on account of the Letter of Credit shall be adjusted
from the last "Commission Due Date" (as that term is defined in
Section 2.b) which occurred prior to the first date of such month and
until the next "Commission Due Date" which follows the first day of
such month based on the Applicable Margin determined from such
financial statements, except that no adjustment will be made for
amounts paid or changes occurring prior to May 1, 1997. Any
overpayment of Commission for the remainder of such period shall be
promptly refunded by the Bank to the Account Party, and any
deficiency shall then be due and payable by the Account Party to the
Bank. If such financial statements are received prior to May 1 of
each year, the adjustment will occur on the Commission Due Date. For
the avoidance of doubt, it is noted that the provisions set forth in
this definition are not intended to and shall not be construed as
authorizing any violation by the Guarantor or the Account Party of
any provision of Section 5.g or of the making of any commitment on
the part of the Bank to waive any violation by the Guarantor or the
Account Party of any provision of Section 5.g, notwithstanding the
fact that this definition includes provisions for an Applicable
Margin which would violate the Guarantor's maximum Leverage Ratio
permitted by Section 5.g.
c. The following new subsection is added to Section 1 of the
Agreement, reading as follows:
pp. Ninth Amendment. "Ninth Amendment" means that agreement
entitled "Ninth Amendment to Credit Agreement" dated as of September
19, 1996, entered into among the Account Party, the Guarantor and the
Bank for the purpose of amending this Agreement.
2. REPRESENTATIONS AND WARRANTIES. In order to induce the Bank to
enter into this Ninth Amendment, the Companies each represent and warrant
to the Bank that:
a. The execution and delivery of this Ninth Amendment, the
execution and delivery of all of the other documents executed
in connection herewith, and the performance by the Companies of
their respective obligations under this Ninth Amendment and all
of the documents executed by the Companies in connection
herewith are within the corporate powers of the Companies, have
been duly authorized by all necessary corporate action, have
received any required governmental or regulatory agency
approvals and do not and will not contravene or conflict with
any provision of law or of the articles of incorporation or
bylaws of either of the Companies or of any agreement binding
upon either Company or any of either Company's properties;
b. This Ninth Amendment and all of the documents executed by the
Companies in connection herewith are the legal, valid and
binding obligations of the Companies, enforceable against the
Companies in accordance with their respective terms, except to
the extent that enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other
laws enacted for the relief of debtors generally and other
similar laws affecting the enforcement of creditors' rights
generally or by equitable principles which may affect the
availability of specific performance and other equitable
remedies;
c. The representations and warranties contained in Section 3 of
the Agreement are true and correct as of the date hereof,
except that (a) the representations and warranties in Section
3.a of the Agreement shall be deemed to refer to the Account
Party as an Indiana corporation, and (b) the representations
contained in Section 3(d) of the Agreement shall be deemed to
refer to the latest financial statements furnished to the Bank
by Martin Yale Industries, Inc., an Indiana corporation; and
d. No Event of Default or Unmatured Event of Default has occurred
and is continuing as of the date of this Ninth Amendment.
3. CONDITIONS PRECEDENT. This Ninth Amendment shall become
effective upon the Bank's receipt of the following, contemporaneously with
the execution and delivery of this Ninth Amendment, each duly executed,
dated and in form and substance satisfactory to the Bank:
a. This Ninth Amendment.
b. The Guarantor's Amendment to Credit Agreement between Escalade,
Inc., and the Bank, and such other documents as are required
thereunder.
c. A certified copy of a Resolution of the Board of Directors of
the Company authorizing the execution, delivery and
performance, respectively, of this Ninth Amendment and the
other Credit Documents provided for in this Ninth Amendment to
which the Company is a party.
d. A certificate of the Secretary of the Company certifying the
names of the officer or officers authorized to sign this Ninth
Amendment and the other Credit Documents provided for in this
Ninth Amendment to which the Company is a party, together with
a sample of the true signature of each such officer.
e. A copy of the file-marked Articles of Incorporation of the
Company, and a copy of the By-Laws of the Company, certified as
complete and correct by the Secretary of the Company, or a
Certificate of No Change to such documents.
f. Such other documents as the Bank may reasonably request.
4. PRIOR AGREEMENTS. The Agreement, as amended by this Ninth
Amendment, supersedes all previous agreements and commitments made or
issued by the Bank, related to all of the subjects of the Agreement, as
amended by this Ninth Amendment, and any oral or written proposals or
commitments made or issued by the Bank.
5. REAFFIRMATION. Except as expressly amended by this Ninth
Amendment, all of the terms and conditions of the Agreement and each of the
Credit Documents remain in full force and effect.
Executed on September 19, 1996.
MARTIN YALE INDUSTRIES, INC.
By:___________________________________
___________________________________
(Printed name and title)
By:__________________________________
__________________________________
(Printed name and title)
ESCALADE, INCORPORATED
By:___________________________________
___________________________________
(Printed name and title)
BANK ONE, INDIANAPOLIS
NATIONAL ASSOCIATION
By:___________________________________
D. Kelly Queisser, Vice President
And Senior Relationship Manager
SS-81320-2