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Exhibit 10.21
FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
ESCALADE, INCORPORATED, an Indiana corporation (the "Company"), and
BANK ONE, INDIANA, National Association, a national banking association (the
"Bank") being parties to that certain Amended and Restated Credit Agreement
dated as of May 31, 1996 as amended from time to time (collectively the
"Agreement"), hereby agree to amend the Agreement by this Fifth Amendment to
Amended and Restated Credit Agreement (the "Fifth Amendment"), on the terms and
subject to the conditions set forth as follows:
1. DEFINITIONS. Terms used in this Fifth Amendment with their initial letter
capitalized which are not defined herein shall have the meanings ascribed to
them in the Agreement.
2. REVOLVING LOAN. Section 2.a(i) is hereby amended to change the amount of
Advances which can be made under the Revolving Loan to amounts not exceeding
Twelve Million and no/100 Dollars ($12,000,000.00) in the aggregate at any time
outstanding. The obligation to repay the Revolving Loan shall be evidenced by a
promissory note in the form of Exhibit A.
3. REPRESENTATIONS AND WARRANTIES. In order to induce the Bank to enter into
this Fifth Amendment, the Company represents and warrants to the Bank that:
a. The execution and delivery of this Fifth Amendment, the execution
and delivery of all of the other documents executed in connection
herewith, and the performance by the Company and the Guarantors of
their obligations under this Fifth Amendment and all of the documents
executed in connection herewith are within the corporate power of the
Company and each Guarantor, 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 the Company or any Guarantor or of any agreement binding
upon the Company or any Guarantor or any of its property.
b. This Fifth Amendment and all of the documents executed by the
Company and the Guarantors in connection herewith are the legal, valid
and binding obligations of the Company and the Guarantors, enforceable
against the Company and the Guarantors 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 an correct as of the date hereof except that the
representations contained in Section 3.d. of the Agreement shall be
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deemed to refer to the latest financial statements furnished by the
company to the bank.
d. No Event of Default or Unmatured Event of Default has occurred and
is continuing as of the date of this Fifth Amendment.
4. CONDITIONS PRECEDENT. This Fifth Amendment shall become effective upon the
Bank's receipt of the following, contemporaneously with the execution of this
Fifth Amendment, each duly executed, dated and in form and substance
satisfactory to the Bank:
a. This Fifth Amendment;
b. The replacement Revolving Loan Note;
c. Receipt of payment of the reasonable legal fees and expenses of
Bank's counsel at closing or immediately upon receipt by Borrower of
an invoice therefor, and
d. Such other documents as the Bank may reasonably request.
5. PRIOR AGREEMENTS. The Agreement, as amended by this Fifth 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 Fifth
Amendment, and any oral or written proposals or commitments made or issued by
the Bank.
6. AFFIRMATION. Except as expressly amended by this Fifth Amendment, all of the
terms and conditions of the Agreement and each of the Loan Documents remains in
full force and effect.
Executed and delivered on this 30th day of September, 1998.
ESCALADE, INCORPORATED
By: Xxxx X. Xxxxxx
Chief Financial Officer
BANK ONE, INDIANA, NATIONAL ASSOCIATION
By: D. Xxxxx Xxxxxxxx
Vice President and Senior Relationship
Manager
