FOURTH AMENDMENT TO CREDIT AGREEMENT
Exhibit
10.1
FOURTH AMENDMENT TO CREDIT
AGREEMENT
THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of
March 1, 2010 (the "Effective Date") between
JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, and as a
Lender and ESCALADE, INCORPORATED (the "Borrower").
Recital
The
Borrower and JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank,
and a Lender are parties to that certain Credit Agreement, dated as of
April 30, 2009 (as amended by that certain First Amendment to Credit
Agreement, dated as of July 29, 2009 and as amended by that certain Second
Amendment to Credit Agreement, dated as of September 30, 2009, and as
amended by that certain Third Amendment to Credit Agreement dated as of
October 30, 2009, the "Credit
Agreement"). As of the Effective Date, JPMorgan Chase Bank,
N.A. is the only Lender under the Credit Agreement.
On
November 22, 2005, the Borrower created a Chinese Subsidiary with a legal name
of Xxxxxx Yale International (Beijing) Trading Co. ("MYI Beijing") and capitalized
it with $718,000. The Borrower owns 100% of the Equity Interests of
MYI Beijing. The Borrower desires to transfer 100% of the Equity
Interests of MYI Beijing to Xxxxxx Yale International GmbH ("MYI Germany") (the "Beijing
Transfer").
The
Borrower executed a Security and Pledge Agreement, dated as of April 30, 2009,
in favor of the Administrative Agent, for the ratable benefit of the Lenders
(the "Escalade Security
Agreement"), pursuant to which the Borrower granted a security interest
to the Administrative Agent in substantially all of the Borrower's assets,
including without limitation, the Equity Interests of MYI Beijing (but excluding
35% of the issued and outstanding Equity Interests entitled to
vote).
MYI
Germany desires to transfer all its business operations and assets that are
located in Crawley, West Sussex, United Kingdom to Xxxxxx Yale International
Ltd. (the "UK Transfer";
and collectively with the Beijing Transfer, the "Transfers").
The
Credit Agreement prohibits the Transfers and, accordingly, the Borrower has
requested that the Administrative Agent and the Lenders consent to the
Transfers.
In
addition, the Borrower failed to list all of its Subsidiaries on Schedule 3.15
of the Credit Agreement (the "Existing Default") and the
Borrower requests the Administrative Agent and Lender to waive the Existing
Default and to amend the Credit Agreement to replace Schedule 3.15.
-4-
Agreement
NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements
herein, and each act performed and to be performed hereunder, the Administrative
Agent, the Lender and the Borrower agree as follows:
1.
Amendment to the Credit
Agreement - Amendment to
Schedule 3.15. As of the Effective Date, Schedule 3.15 of
the Credit Agreement is amended and, as so amended, restated to be identical to
Schedule 3.15
attached to this Amendment.
2.
Consent.
(a) The
Administrative Agent and the Lender consent to the Transfers and, effective
simultaneously with the completion of the Beijing Transfer, the Administrative
Agent releases its security interest granted to it pursuant to the Escalade
Security Agreement in the Equity Interests of MYI Beijing.
(b)
The
consent set forth in this Section 2 is a one-time consent and applies only to
the Transactions and shall not be deemed to be a waiver by Lender to any
transfer not specifically described in this Section 2.
3.
Waiver of Existing
Default. Subject to the other terms of this Amendment,
the Administrative Agent and the Lender waive the Existing
Default. The waiver set forth in this Section 3 is a one-time waiver
and applies only to the failure by the Borrower to accurately list its
Subsidiaries on Schedule 3.15 of the Credit Agreement and not to any other
inaccurate representation or warranty, if any, by Borrower or any other Loan
Party.
4.
Binding on Successors and
Assigns. All of the terms and provisions of this Amendment
shall be binding upon and inure to the benefit of the parties hereto, their
respective successors, assigns and legal representatives.
5.
Governing
Law. This Amendment is a contract made under, and shall be
governed by and construed in accordance with the laws of the State of
Indiana.
6.
Amendment of
Other Loan Documents. All references to the Credit
Agreement in the other Loan Documents shall mean the Credit Agreement, as
modified and amended by this Amendment and as it may be further amended,
modified, extended, renewed, supplemented and/or restated from time to time and
at any time. Except as expressly modified and amended by this
Amendment, all of the terms and provisions of the Credit Agreement and the other
Loan Documents remain in full force and effect, and are fully binding on the
parties thereto and their respective successors and assigns.
7.
Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
but one agreement.
8.
Defined
Terms. Except as expressly otherwise stated in this Amendment,
all terms used in this Amendment and the Recitals that are defined in the Credit
Agreement, and that are not otherwise defined in this Amendment, shall have the
same meanings in this Amendment as in the Credit Agreement.
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective authorized signatories.
JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender | |||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | |
Xxxxxxx X. Xxxxxxxx, Senior Vice President | |||
ESCALADE, INCORPORATED | |||
By: | /s/ Xxxxxxx X. Xxxxxxx | ||
Xxxxxxx X. Xxxxxxx, VP Finance and CFO |
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Schedule
3.15
CAPITALIZATION
AND SUBSIDIARIES
Issuer
|
Certificate
Number(s)
|
Number
of Shares
|
Class
of Stock
|
Percentage
of Outstanding Shares/Ownership
|
||||
Xxxxxx
Yale Industries, Inc (Owned by Escalade Incorporated)
|
1
|
1000
|
Common
|
100%
|
||||
Indian
Industries, Inc. (Owned by Escalade, Incorporated)
|
1
|
1000
|
Common
|
100%
|
||||
EIM
Company, Inc. (Owned by Escalade, Incorporated)
|
5,6
|
100
|
Common
|
100%
|
||||
Escalade
Insurance, Inc. (Owned by Escalade, Incorporated)
|
1
|
1000
|
Common
|
100%
|
||||
Xxxxxxxxxx
and Co. of America, Inc. (Owned by Xxxxxx Yale Industries,
Inc.)
|
R-1
|
100
|
Common
|
100%
|
||||
Olympia
Business Systems, Inc. (Owned by Xxxxxxxxxx & Co. of America,
Inc.)
|
R-1
|
100
|
Common
|
100%
|
||||
Bear
Archery, Inc. (Owned by Indian Industries, Inc.)
|
R-1
|
100
|
Common
|
100%
|
||||
Escalade
Sports Playground, Inc. (Owned by Indian Industries, Inc.)
|
R-1
|
100
|
Common
|
100%
|
||||
Harvard
Sports, Inc. (Owned by Indian Industries, Inc.)
|
R-1
|
1000
|
Common
|
100%
|
||||
U.
S. Weight, Inc. (Owned by Indian Industries, Inc.)
|
R-1
|
100
|
Common
|
100%
|
||||
SOP
Services, Inc. (Owned by EIM Company, Inc.)
|
R-1
|
100
|
Common
|
100%
|
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Issuer
|
Certificate
Number(s)
|
Number
of Shares
|
Class
of Stock
|
Percentage
of Outstanding Shares/Ownership
|
||||
Harvard
California, X.XX. R.L. C.V. (Owned by Harvard Sports, Inc 90% and
Escalade, Inc 10%)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Escalade
Sports, X.XX. R.L. C.V. (Owned by Harvard Sports, Inc 90% and Escalade,
Inc 10%)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Escalade
Sports Holding (HK) Limited (Owned by Indian Industries,
Inc.)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Escalade
Sports Shanghai (Owned by Indian Industries, Inc.)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Xxxxxx
Yale International, GmbH (Owned by Xxxxxx Yale Industries,
Inc.)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Xxxxxx
Yale International (Beijing) Trading Co. (Owned by Escalade,
Inc)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Xxxxxx
Yale International Ltd., (Owned by Xxxxxx Yale International,
GmbH)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Xxxxxx
Yale Africa Quality Office and Graphics Products (PTY) Ltd. (Owned by
Xxxxxx Yale International, GmbH)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Xxxxxx
Yale Italia srl (Owned by Xxxxxx Yale International GmbH)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Taros
Trading GmbH, (Owned by Xxxxxx Yale International, GmbH)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Xxxxxx
Yale Iberica. S.L. (Owned by Xxxxxx Yale International,
GmbH)
|
X/X
|
X/X
|
X/X
|
000%
|
||||
Xxxxxx
Xxxx Xxxxxx, XX (Owned by Xxxxxx Yale International, GmbH)
|
N/A
|
N/A
|
N/A
|
100%
|
-8-
Issuer
|
Certificate
Number(s)
|
Number
of Shares
|
Class
of Stock
|
Percentage
of Outstanding Shares/Ownership
|
||||
Productos
Maestros de Oficina, S.A. DE C.V. (Owned by Xxxxxx Yale Industries,
Inc.)
|
N/A
|
N/A
|
N/A
|
100%
|
||||
Neoteric
Industries, Inc (Owned by Xxxxxx Yale Industries, Inc.)
|
87-NX-000001,
88-NX-000001 |
249997
|
Common
|
49.99%
|
||||
Ekvita
spol. S.R.O. (Owned by Xxxxxx Yale International, GmbH)
|
N/A
|
N/A
|
N/A
|
33%
|
||||
Sweden
Table Tennis AB (Owned by Escalade, Inc.)
|
N/A
|
N/A
|
N/A
|
50%
|
||||
Escalade
International, Ltd. (Owned by Escalade, Inc.)
|
N/A
|
N/A
|
N/A
|
50%
|
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Consent of the
Guarantors
Each of
the undersigned Guarantors acknowledges and consents to the execution of the
Fourth Amendment to Credit Agreement and reaffirms and agrees that the Guaranty
dated as of April 30, 2009, executed by it in favor of the Administrative Agent
for the benefit of the Lenders remains in full force and effect with respect to
all obligations of the Guarantor thereunder.
Dated as
of March 1, 2010.
Bear Archery, Inc. | Xxxxxx Yale Industries, Inc. | ||||
By: |
/s/
Xxxxxxx X. Xxxxxxx
|
By: |
/s/
Xxxxxxx X. Xxxxxxx
|
||
Xxxxxxx X. Xxxxxxx, VP Finance and Sec | Xxxxxxx X. Xxxxxxx, VP Finance and Sec | ||||
EIM Company, Inc. | Olympia Business Systems, Inc. | ||||
By: | /s/ Xxxxxxx X. Xxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxx | ||
Xxxxxxx X. Xxxxxxx, VP Finance and Sec | Xxxxxxx X. Xxxxxxx, VP Finance and Sec | ||||
Escalade Insurance, Inc. | Xxxxxxxxxx & Co. of America, Inc. | ||||
By: | /s/ Xxxxxxx X. Xxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxx | ||
Xxxxxxx X. Xxxxxxx, VP Finance and Sec | Xxxxxxx X. Xxxxxxx, VP Finance and Sec | ||||
Escalade Sports Playground, Inc. | SOP Services, Inc. | ||||
By: | /s/ Xxxxxxx X. Xxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxx | ||
Xxxxxxx X. Xxxxxxx, VP Finance and Sec | Xxxxxxx X. Xxxxxxx, VP Finance and Sec | ||||
Harvard Sports, Inc. | U. S. Weight, Inc. | ||||
By: | /s/ Xxxxxxx X. Xxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxx | ||
Xxxxxxx X. Xxxxxxx, VP Finance and Sec | Xxxxxxx X. Xxxxxxx, VP Finance and Sec | ||||
Indian Industries, Inc. | |||||
By: | /s/ Xxxxxxx X. Xxxxxxx | ||||
Xxxxxxx X. Xxxxxxx, VP Finance and Sec |
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