EXHIBIT 10.1
SIXTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
ESCALADE, INCORPORATED, an Indiana corporation ("Borrower"), 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, 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, 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 that certain Fourth Amendment to Amended
and Restated Credit Agreement dated July 15, 2004 and as
further amended by that certain Fourth Amendment to Amended
and Restated Credit Agreement dated July 15, 2004, and as
further amended by that certain Fifth Amendment to Amended and
Restated Credit Agreement dated June 27, 2005 (the
"Agreement").
b. The Company and the Bank desire to amend the Agreement.
c. The Company and Bank have executed this document (this "Sixth
Amendment") to give effect to their agreement.
2. AMENDMENT. Subsection 2(a)(i) of the Agreement is modified in
the following respect:
The maximum amount of the Commitment shall equal
$31,000,000.00 until May 19, 2007, on which date and on each May 19 of
each year thereafter the maximum amount of the Commitment will reduce
by $7,000,000.00.
3. CONDITIONS PRECEDENT. As conditions precedent to the
effectiveness of this Sixth Amendment, the Bank shall have received, each duly
executed and in form and substance satisfactory to the Bank, this Sixth
Amendment.
4. REIMBURSEMENT OF EXPENSES. All out-of-pocket expenses of the
Bank incurred by the Bank associated with this Sixth 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 Sixth Amendment, the Company represents and warrants, as of the date
of this Sixth 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
Sixth 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.
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7. COUNTERPARTS. This Sixth 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 Sixth Amendment to Credit Agreement effective as of
May 19, 2006.
ESCALADE, INCORPORATED
By: /s/ XXXXX XXXXXXXX
-------------------------------------
Xxxxx Xxxxxxxx, Vice President and
Chief Financial Officer
JPMORGAN CHASE BANK, N.A.
By: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, Vice President
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