EXHIBIT 10.1
THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
ESCALADE, INCORPORATED, an Indiana corporation (the "Company"), and
BANK ONE, N.A., a national banking association which is the successor by merger
to Bank One, Indiana, N.A. (the "Bank"), agree as follows:
1. CONTEXT. This agreement is made in the context of the
following agreed state of facts:
a. The Company and the Bank (then Bank One, Indiana, N.A.) are
parties to an Amended and Restated Credit Agreement effective
October 24, 2001 as modified by a First Amendment to Amended
and Restated Credit Agreement dated August 29, 2002, and as
further modified by a Second Amendment to Amended and Restated
Credit Agreement dated April 17, 2003 (the "Agreement").
b. The Company and the Bank desire to amend the Agreement.
c. The Company and Bank have executed this document (this "Third
Amendment") to give effect to their agreement.
2. AMENDMENT.
(a) The pricing matrix appearing in the definition of Applicable
Spread in Section 1 of the Agreement is hereby amended and
replaced with the following:
APPLICABLE APPLICABLE
UNUSED COMMISSION ISSUANCE
LEVEL LEVERAGE RATIO LIBOR PRIME FEE RATE FEE RATE
V > 2.50:1.00 +200bps +0bps +37.5bps +137.5 bps +62.5 bps
IV 2.00 to 2.49:1.00 +175bps -37.5bps +25bps +125 bps +50 bps
III 1.50 to 1.99:1.00 +150bps -75bps +25bps +112.5 bps +37.5 bps
II 1.00 to 1.49:1.00 +125bps -75bps +25bps +100 bps +25 bps
I <1.00:1.00 +100bps -75bps +25bps +87.5 bps +12.5 bps
(b) Subsection 2(a)(i) of the Agreement is modified in the
following respect:
The maximum amount of the Commitment, which increased on April
17, 2003 to $20,000,000, will be increased, effective as of
May 1, 2003, to the amount of $35,000,000, where it will
remain until March 31, 2004, on which date and on each March
31 thereafter the maximum amount of the Commitment will reduce
by $7,000,000.
(c) Subsection 2(a)(ii) of the Agreement is modified in the
following respect:
The requirement that all borrowings and reborrowings and all
payments be in amounts of not less than Twenty-Five Thousand
and No/100 Dollars ($25,000.00) is hereby deleted.
(d) Subsection 5(g)(ii) is hereby modified as follows:
Net Worth. The Company shall maintain its Net Worth,
determined on a consolidated basis, of not less than Forty-One
Million and No/100 Dollars ($41,000,000.00). At June 30, 2003
and at the last day of each fiscal quarter thereafter, the Net
Worth to be maintained by the Company on that date and at all
times
thereafter until the last day of the next quarter shall be
increased by an amount equal to seventy-five percent (75%) of
the Company's consolidated net profit for the fiscal quarter
then ended.
(e) Schleicher & Co. International AG shall be required to
guaranty Company's obligations to Bank, to be obtained upon
refinancing of debt of Schleicher & Co. International AG.
3. CONDITIONS PRECEDENT. As conditions precedent to the
effectiveness of this Third Amendment, the Bank shall have received, each duly
executed and in form and substance satisfactory to the Bank, this Third
Amendment and the Promissory Note (Revolving Loan), as well as the Commitment
Fee (as defined below).
4. COMMITMENT FEE; REIMBURSEMENT OF EXPENSES. Company shall pay
to Bank a commitment fee in respect of this Third Amendment in the amount of
Fifty Thousand and No/100 Dollars ($50,000.00) ("Commitment Fee"), which
Commitment Fee was deemed earned upon Company's execution of this Third
Amendment. All out-of-pocket expenses of the Bank incurred by the Bank
associated with this Third Amendment, including without limitation, filing fees,
recording fees and legal fees and disbursements, are to be reimbursed by the
Company to the Bank promptly upon demand therefor.
5. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter
into this Third Amendment, the Company represents and warrants, as of the date
of this Third Amendment, that no Event of Default or Unmatured Event of Default
has occurred and is continuing and that the representations and warranties
contained in Section 3 of the Agreement are true and correct, except that the
representations contained in Section 3.d refer to the latest financial
statements furnished to the Bank by the Company pursuant to the requirements of
the Agreement.
6. REAFFIRMATION OF THE AGREEMENT. Except as amended by this
Third Amendment, all terms and conditions of the Agreement shall continue
unchanged and in full force and effect and the Obligations of the Company shall
continue to be secured and guaranteed as therein provided until payment and
performance in full of all Obligations.
7. COUNTERPARTS. This Third Amendment may be signed in
counterparts, each of which shall constitute an original and all of which taken
together will constitute one and the same agreement.
IN WITNESS WHEREOF, the Company, and the Bank, by their duly authorized
officers, have executed this Third Amendment to Credit Agreement effective as of
May 1, 2003.
ESCALADE, INCORPORATED
By:_____________________________
John R. Wilson, Vice President and
Chief Financial Officer
BANK ONE, NA
By:______________________________
Printed: __________________________
Title: ____________________________
PROMISSORY NOTE
(Revolving Loan)
Indianapolis, Indiana
Dated: May ___, 2003
$35,000,000.00 Final Maturity: March 31, 2008
On or before March 31, 2008 ("Final Maturity"), ESCALADE, INCORPORATED,
an Indiana corporation (the "Maker"), promises to pay to the order of BANK ONE,
NA (the "Bank") at the principal office of the Bank at Indianapolis, Indiana,
the principal sum of Thirty Five Million and No/100 Dollars ($35,000,000.00) or
so much of the principal amount of the Loan represented by this Note as may be
disbursed by the Bank under the terms of the Credit Agreement described below,
and to pay interest on the unpaid principal balance outstanding from time to
time as provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be
incurred by the Maker under a revolving line of credit extended to the Maker by
the Bank under an Amended and Restated Credit Agreement (the "Credit Agreement")
dated as of October 24, 2001, as amended from time to time. All references in
this Note to the Credit Agreement shall be construed as references to that
Agreement as it may be amended from time to time. The Loan is referred to in the
Credit Agreement as the "Revolving Loan". Subject to the terms and conditions of
the Credit Agreement, the proceeds of the Loan may be advanced and repaid and
re-advanced until Final Maturity. The principal amount of the Loan outstanding
from time to time shall be determined by reference to the books and records of
the Bank on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.
The terms "Advance" and "Banking Day" are used in this Note as defined
in the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall be
due and payable on the last Banking Day of each month commencing on the last
Banking Day of the month in which this Note is executed. After maturity,
interest shall be due and payable as accrued and without demand. Interest will
be calculated on the basis that an entire year's interest is earned in 360 days.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity.
If any installment of interest due under the terms of this Note is not
paid when due, then the Bank or any subsequent holder of this Note may, subject
to the terms of the Credit Agreement, at its option and without notice, declare
the entire principal amount of the Note and all accrued interest immediately due
and payable. Reference is made to the Credit Agreement which provides for
acceleration of the maturity of this Note upon the happening of other "Events of
Default" as defined therein.
If any installment of interest due under the terms of this Note prior
to maturity is not paid in full when due, then the Bank at its option and
without prior notice to the Maker, may assess a late payment fee in an amount
equal to the greater of $50.00 or five percent (5%) of the amount past due. Each
late payment fee assessed shall be due and payable on the earlier of the next
regularly scheduled interest payment date or the maturity of this Note. Waiver
by the Bank of any late payment fee assessed, or the failure of the Bank in any
instance to assess a late payment fee shall not be construed as a waiver by the
Bank of its right to assess late payment fees thereafter.
All payments on account of this Note shall be applied first to expenses
of collection, next to any late payment fees which are due and payable, next to
interest which is due and payable, and only after satisfaction of all such
expenses, fees and interest, to principal.
The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to any
renewals or extensions of the time of payment of this Note without notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note is given in replacement, renewal and/or extension of, but not
extinguishing the indebtedness evidenced
by, that Promissory Note dated as of October 24, 2001, executed by Maker in the
original principal amount of $25,000,000, and is not a novation thereof. All
interest evidenced by the Note being replaced, renewed, and/or extended by this
instrument shall continue to be due and payable until paid.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that Indiana
conflicts of law rules might otherwise require the substantive rules of law of
another jurisdiction to apply.
ESCALADE, INCORPORATED
By: __________________________________
John R. Wilson, Vice President and
Chief Financial Officer