FOURTH AMENDMENT TO CREDITAGREEMENT

 

 

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").

 

 

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 Martin 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 Martin 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).

 

 

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.

 

 

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:

 

 

 

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.