EXHIBIT 10.1
EIGHTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
ESCALADE, INCORPORATED, an Indiana corporation (the "Company"), and JPMORGAN
CHASE BANK, N.A., a national banking association which is the successor by
merger to Bank One, NA (the "Bank"), agree as follows:
1. CONTEXT. This amendment is made in the context of the following agreed
state of facts:
a. The Company and the Bank (then Bank One, NA) 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, as
further modified by a Second Amendment to Amended and Restated Credit Agreement
dated April 17, 2003, as further modified by a Third Amendment to Amended and
Restated Credit Agreement dated June 1, 2003, as further amended by a Fourth
Amendment to Amended and Restated Credit Agreement dated July 15, 2004, as
further amended by a Fifth Amendment to Amended and Restated Credit Agreement
dated June 27, 2005, as further amended by a Sixth Amendment to Amended and
Restated Credit Agreement dated May 19, 2006, and as further amended by a
Seventh Amendment to Amended and Restated Credit Agreement dated June 30, 2006
(collectively, the "Agreement").
b. The Company and the Bank desire to amend the Agreement.
c. The Company and Bank have executed this document (this "Eighth
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:
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LEVEL Leverage Ratio LIBOR Prime Unused Applicable Commission Applicable Issuance Euribor
Fee Rate Fee Rate
- --------- ------------------ ------------ ------------ ------------- ------------------------- --------------------- -----------
V >2.50:1.00 +175 bps +0 bps +37.5bps +137.5 bps +62.5 bps + 175 bps
- --------- ------------------ ------------ ------------ ------------- ------------------------- --------------------- -----------
IV 2.00 to 2.49:1.00 +150 bps -37.5 bps +25 bps +125 bps +50 bps + 150 bps
- --------- ------------------ ------------ ------------ ------------- ------------------------- --------------------- -----------
III 1.50 to 1.99:1.00 +125 bps -75 bps +25 bps +112.5 bps +37.5 bps + 125 bps
- --------- ------------------ ------------ ------------ ------------- ------------------------- --------------------- -----------
II 1.00 to 1.49:1.00 +100 bps -75 bps +25 bps +100 bps +25 bps + 100 bps
- --------- ------------------ ------------ ------------ ------------- ------------------------- --------------------- -----------
I <1.00:1.00 +75 bps -75 bps +25 bpS +87.5 bps +12.5 bps + 75 bps
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(b) The following definition contained in the Agreement is hereby amended
and restated as follows:
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"Euro Revolving Loan Maturity Date" means initially May 31, 2012, and hereafter
any subsequent date to which the Commitment may be extended by the Bank.
(c) Subsection 2.a(i) of the Agreement is modified in the following
respect:
The maximum amount of the Commitment shall equal $30,000,000.00 until May 31,
2008, on which date and on each May 31 of each year thereafter the maximum
amount of the Commitment will reduce by $5,000,000.00.
(d) Section 2.c(i) of the Agreement is hereby amended and restated as
follows:
c. The Revolving Loan. The London Bank will make a revolving loan to
the Company on the following terms and subject to the following
conditions:
(i) The Commitment - Use of Proceeds. From this date and until
the Euro Revolving Loan Maturity Date, the London Bank agrees
to make Advances (collectively, the "Euro Revolving Loan")
under a revolving line of credit from time to time to the
Company of amounts not exceeding in the aggregate at any time
outstanding Three Million Euros ((euro)3,000,000.00) (the
"Euro Revolving Loan Commitment"), as decreased from time to
time as hereinafter set forth, provided that all of the
conditions of lending stated in Section 7 of this Agreement
have been fulfilled at the time of each Advance. Proceeds of
the Euro Revolving Loan shall be used to accommodate overseas
operations, and hereafter may be used by the Company only to
fund working capital requirements. The initial Commitment
shall be available to the Company until May 31, 2012.
(e) Subsection 5g.(i) is hereby modified as follows:
Leverage Ratio. For each period of four consecutive fiscal quarters of the
Company, the Company shall maintain a Leverage Ratio, at levels not greater than
2.75 to 1.0.
3. CONDITIONS PRECEDENT. As conditions precedent to the effectiveness of
this Eighth Amendment, the Bank shall have received, each duly executed and in
form and substance satisfactory to the Bank, this Eighth Amendment and the
Promissory Note (Euro Revolving Loan).
4. REIMBURSEMENT OF EXPENSES. All out-of-pocket expenses of the Bank
incurred by the Bank associated with this Eighth 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
Eighth Amendment, the Company represents and warrants, as of the date of this
Eighth 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.
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6. REAFFIRMATION OF THE AGREEMENT. Except as amended by this Eighth
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 Eighth 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 Eighth Amendment to Credit Agreement effective as
of May 17, 2007.
ESCALADE, INCORPORATED
By: /s/ TERRY FRANDSEN
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Printed: Terry Frandsen
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Title: VP Finance & CFO
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JPMORGAN CHASE BANK, N.A.
By: /s/ JOHN OTTESON
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Printed: John Otteson
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Title: Vice President Senior Banker_
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