EXHIBIT 10.3
PROMISSORY NOTE
(Euro Revolving Loan)
Indianapolis, Indiana
Dated: May 17, 2007
(euro)3,000,000.00 Final Maturity: May 31, 2012
On or before May 31, 2012 ("Final Maturity"), ESCALADE, INCORPORATED,
an Indiana corporation (the "Maker"), promises to pay to the order of JPMORGAN
CHASE BANK. N.A., a national banking association which is the successor by
merger to Bank One, NA (the "Bank") at the principal office of the Bank at
London, England, the principal sum of Three Million Euros ((euro)3,000,000.00)
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 the Credit Agreement.
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 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 modified by a Fourth Amendment to Amended and Restated Credit Agreement
dated July 15, 2004, as further modified by a Fifth Amendment to Amended and
Restated Credit Agreement dated June 27, 2005, as further modified by a Sixth
Amendment to Amended and Restated Credit Agreement dated May 19, 2006, as
further modified by a Seventh Amendment to Amended and Restated Credit Agreement
dated June 30, 2006, and as further modified by a Eighth Amendment to Amended
and Restated Credit Agreement dated the date of this Note (collectively, the
"Agreement"). 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 "Euro 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.
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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 as provided in
the Credit Agreement. 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.
Unless otherwise agreed to, in writing, or otherwise required by
applicable law, payments will be applied first to accrued, unpaid interest, then
to principal, and any remaining amount to any unpaid collection costs, late
charges and other charges, provided, however, upon delinquency or other default,
Bank reserves the right to apply payment among principal, interest, late
charges, collection costs and other charges at its discretion. All prepayments
shall be applied to the indebtedness owing hereunder in such order and manner as
Bank may from time to time determine in its sole discretion.
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 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.
MAKER AND BANK (BY ITS ACCEPTANCE OF THIS NOTE) HEREBY VOLUNTARILY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON A CONTRACT, TORT OR
OTHERWISE) BETWEEN MAKER AND BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY RELATIONSHIP BETWEEN BANK AND MAKER.
THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO PROVIDE THE FINANCING
DESCRIBED HEREIN OR IN OTHER LOAN DOCUMENTS.
This Note is given in replacement, renewal and/or extension of, but not
extinguishing the indebtedness evidenced by, that Promissory Note (Euro
Revolving Loan) dated June 30, 2006, executed by Maker in the original principal
amount of (euro)3,000,000.00, and is not a novation thereof. All interest
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evidenced by the Note being replaced, renewed, and/or extended by this
instrument shall continue to be due and payable until paid.
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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