Exhibit 10.21
EIGHTH AMENDMENT TO CREDIT AGREEMENT
ESCALADE, INCORPORATED, an Indiana corporation (the "Company") and
BANK ONE, INDIANAPOLIS, NATIONAL ASSOCIATION, a national banking
association (the "Bank"), being parties to that certain Credit Agreement
dated June 5, 1990, as amended (collectively, the "Agreement"), hereby
agree to further amend the Agreement by this Eights Amendment to Credit
Agreement (this "Eighth Amendment"), on the terms and subject to the
conditions set forth as follows:
1. DEFINITIONS.
a. Terms used in this Eighth Amendment with their initial
letter capitalized and which are not defined herein shall have the meanings
ascribed to them in the Agreement.
b. Subsection vv. Of Section 1 of the Agreement is amended
and restated in its entirety, to read as follows:
vv. Applicable margin. "Applicable Margin" means that number
of percentage points to be taken into account in determining the per annum
rate at which interest will accrue on the Loans, determined in accordance
with the following table:
Applicable Margin
Loan Prime-based Rate LIBOR-based Rate
Revolving Loan 0.50 2.00
Term Loan 0.75 2.50
and means that number of percentage points to be taken in
account in determining the per annum Commission payable with respect to
Standby Letters of Credit and in determining the Negotiation Fee and the
Sight Draft Fee payable with respect to the Commercial Letters of Credit,
determined in accordance with the following table:
Letter Applicable Margin
of Credit Commission Negotiation Fee Sight Draft Fee
Standby 1.75 N/A N/A
Commercial N/A .25 .25
c. The following new subsection is added to Section 1 of the
Agreement, reading as follows:
kkk. Eighth Amendment. "Eighth Amendment" means that
agreement entitled "Eighth Amendment to Credit Agreement" dated as of March
1, 1995, entered into by and between the Company and the Bank for the
purpose of amending this Agreement.
2. AFFIRMATIVE COVENANTS. SUBSECTION (i), (ii) and (iii) of
Section 5.g of the Agreement are hereby amended and restated in each of
their respective entireties, so that hereafter they will read,
respectively, as follows:
(i) Tangible Net Worth. The Company shall maintain its
Tangible Net Worth, determined on a consolidated basis, at levels not less
than those shown in the following table during the periods indicated:
Period Tangible Net Worth
at March 25, 1995 $22,450,000.00
at March 26, 1995, and until
October 7, 1995 $21,500,000.00
at October 7, 1995, and until
fiscal year-end 1995 $22,500,000.00
at fiscal year-end 1995 $25,250,000.00
(ii) Ratio of Debt to Tangible Net Worth. The Company shall
maintain the ratio of its total liabilities to its Tangible Net Worth, all
determined on a consolidated basis, at levels not greater than those shown
in the following table during the periods indicated:
Period Ratio
from the dated of the Eighth
Amendment and until
October 7, 1995 2.00 to 1.00
at October 7, 1995, and until
fiscal year-end 1995 2.25 to 1.0
at fiscal year-end 1995 2.00 to 1.0
For purposes of testing compliance with this covenant, the term
"liabilities: shall include the present value of all capital lease
obligations of the Company, determined as of any date the ratio is to be
tested.
(iii) Debt Service Coverage. For each period of consecutive
fiscal periods indicated in the table below, the Company shall maintain a
debt service coverage ratio, determined on a consolidated basis, of not
less than that indicated opposite such period in the table. For purposes
of this covenant, the phrase "debt service coverage ratio" means the ration
of (A) the sum of net income plus depreciation, amortization and interest
expense, all for which the period for which the ratio is being determined,
over (B) the sum of (I) payments made on long-term debt, including capital
lease payments made, during the period for which the ratio is being
determined, plus (II) interest expense and capital expenditures, all for
the period for which such ratio is being determined.
Period Ratio
for the three fiscal periods
in calendar year 1995
ending on March 25, 1995 .75 to 1.0
for the seven fiscal periods
in calendar year 1995
ending on July 15, 1995 .50 to 1.0
for the ten fiscal periods
in calendar year 1995
ending on October 7, 1995 .90 to 1.0
for the thirteen fiscal periods
in calendar year 1995
ending on the Company's 1995
fiscal year-end 1.15 to 1.0
3. NEGATIVE COVENANTS. Section 6.j of the Agreement is amended
and restated in its entirety, to read as follows:
j. Capital Expenditure Limitation. The Company shall not
make consolidated capital expenditures in excess of $3,000,000.00 in the
aggregate in any fiscal year. For purposes of testing for compliance with
this covenant, any expenditure or obligation which is not required, under
generally accepted accounting principles, to be recorded in full as an
expense in the fiscal period when made or incurred shall be considered a
capital expenditure and capital expenditures shall include, without
limitation, the present value of all capital lease obligations incurred by
the Company, determined as of the date such obligations are incurred.
4. WAIVER. The Bank hereby waives the violations of (a)
Section 5.g(I) of the Agreement (with respect to the failure by the Company
to maintain its Tangible Net Worth at levels above the minimum required
level), (b) Section 5.g(ii) of the Agreement (with respect to the failure
by the Company to maintain the ratio of its debt to Tangible Net Worth
within the permitted level, and (c) 5.g(iii) of the Agreement (with respect
to the failure by the Company to maintain compliance with the debt service
coverage ratio), which violations occurred prior to the date of this Eighth
Amendment, but strict compliance with these covenants shall be required at
all times hereafter. Nothing in this paragraph shall be construed as a
waiver of any other term or condition of the Agreement, nor shall be
construed as a commitment on the part of the Bank to waive any subsequent
violation of the same or any other term or condition set forth in the
Agreement, as amended by this Eighth Amendment.
5. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES/NO EVENT OF
DEFAULT. To induce the Bank to enter into this Eighth Amendment, the
Company reaffirms, as of the date of the Eighth Amendment, each of the
representations and warranties contained in Section 3 of the Agreement, as
fully as if restated herein in each of their respective entireties, except
that the representations and warranties contained in Section 3.d of the
Agreement shall, for the purpose of this Eighth Amendment, be deemed to
refer to the latest fiscal year end and interim financial statements of the
Company delivered to the Bank. To induce the Bank to enter into this
Eighth Amendment, the Company further represents and warrants that, as of
the date of the Eighth Amendment, no Event of Default or Unmatured Event of
Default has occurred and is continuing.
6. CONDITIONS PRECEDENT. This Eighth Amendment shall become
effective upon receipt by the Bank of the following, contemporaneously with
the execution and delivery of this Eighth Amendment, each duly executed,
dated and in form and substance satisfactory to the Bank:
a. This Eighth Amendment
b. Such other documents as the Bank may reasonably request.
7. PRIOR AGREEMENTS. The Agreement, as amended by this Eighth
Amendment, supersedes all previous agreements and commitments made or
issued by the Bank with respect to the Loans, the Letters of Credit and all
other subjects of the Agreement, as amended by this Eighth Amendment,
including, without limitation, the letter dated March 3, 1995, from the
Bank to the Company and the letter dated March 20, 1995, from the Bank to
the Company, and accepted by the Company on March 20, 1995, and any oral or
written proposals or commitments made or issued by the Bank.
8. REAFFIRMATION. Except as expressly amended by this Eighth
Amendment, all of the terms and conditions of the Agreement and each of the
Loan Documents remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Bank, by their duly
authorized officers, have executed and delivered this Eighth Amendment to
Credit Agreement on March, 30, 1995, but with effect as of March 1, 1995.
ESCALADE, INCORPORATED
By: Xxxx X. Xxxxxx
Vice President & CFO
BANK ONE, INDIANAPOLIS
NATIONAL ASSOCIATION
By: D. Xxxxx Xxxxxxxx
Vice President
NINTH AMENDMENT TO CREDIT AGREEMENT
ESCALADE, INCORPORATED, and Indiana corporation (the "Company"), and
BANK ONE, INDIANAPOLIS, NATIONAL ASSOCIATION, a national banking
association (the "Bank"), being parties to that certain Credit Agreement
dated June 5, 1990 (as amended, the "Agreement"), hereby agree to further
amend the Agreement by this Ninth Amendment to Credit Agreement (this
"Ninth Amendment"), on the terms and subject to the conditions set forth as
follows:
1. DEFINITIONS.
a. Terms used in this Ninth Amendment with their initial
letter capitalized and which are not defined herein shall have the meanings
ascribed to them in the Agreement.
b. Subsection vv. Of Section 1 of the Agreement is amended
and restated in its entirety, to read as follows:
vv. Applicable Margin. "Applicable Margin" means that number
of percentage points to be taken into account in determining the per annum
rate at which interest will accrue on the Loans, determined by reference to
the ratio of the Company's total liabilities to its Tangible Net Worth, all
determined on a consolidated basis, in accordance with the following table:
Ratio of Total Liabilities Applicable Margin
To Tangible Net Worth Prime-based Rate LIBOR-based rate
Greater than or equal
to 1.75:1.0
- Revolving Loan .50 2.00
- Term Loan .75 2.50
Less than 1.75:1.0, but
greater than or equal
to 1.50:1.0
- Revolving Loan 0.00 1.50
- Term Loan .25 2.00
Less than 1.50:1.0, but
greater than or equal
to 1.00:1.0
- Revolving Loan 0.00 1.25
- Term Loan .25 1.75
Less than 1.00:1.0
- Revolving Loan 0.00 1.00
- Term Loan 0.00 1.50
and means that number of percentage points to be taken in
account in determining the per annum Commission payable with respect to
Standby Letters of Credit and in determining the Negotiation Fee and the
Sight Draft Fee payable with respect to the Commercial Letters of Credit,
determined by reference to the ratio of the Company's total liabilities to
its Tangible Net Worth, all determined on a consolidated basis, in
accordance with the following table:
Ratio of Total
Liabilities to Applicable Margin
Tangible Net Worth Commission Negotiation Fee Sight Draft Fee
Greater than or
equal to 1.75:1.0
- Standby 1.75 N/A N/A
- Commercial N/A .375 .375
Less than 1.75:1.0,
but greater than
or equal to 1.50:1.0
- Standby 1.25 N/A N/A
- Commercial N/A .25 .25
Less than 1.50:1.0,
but greater than
or equal to 1.00:1.0
- Standby 1.125 N/A N/A
- Commercial N/A .1875 .1875
Less than 1.00:1.0
- Standby 1.00 N/A N/A
- Commercial N/A .1875 .1875
The Applicable Margin shall be determined initially on the
basis of the ratio of the Company's total liabilities to Tangible Net Worth
of greater than or equal to 1.75 to 1.0. Thereafter, the Applicable Margin
shall be determined on the basis of the financial statements of the Company
for each fiscal year furnished to the Bank pursuant to the requirement of
Section 5.b(I), with effect on the first interest payment date on the Loans
which follows receipt by the Bank of such financial statements. Interest
will accrue and be payable on the Loans, including, without limitation,
those portions of the Loans on which interest is accruing at a Prime-based
Rate or at a LIBOR-based Rate, beginning on the first interest payment date
following receipt by the Bank of such financial statements, based on the
Applicable Margin determined from such financial statements. On the first
interest payment date which follows receipt of such financial statements,
the amount of Commission which was previously paid by the Company on
account of each Standby Letter of Credit shall be adjusted for the
remaining term for which such Standby Letter of Credit was issued, based on
the Applicable Margin determined from such financial statements, with any
overpayment of Commission for such remaining period being credited against
the interest payment then due or any deficiency then being due and payable
by the Company to the Bank. With respect to any Commercial Letters of
Credit which are outstanding, on the first interest payment date which
follows the Bank's receipt of such financial statements, no adjustment
shall be made with respect to Negotiation Fees which have been previously
paid by the Company to the Bank, but the amount of the Sight Draft Fees
shall be redetermined on the basis of the Applicable Margin determined from
such financial statements. For the avoidance of doubt, it is noted that
the provisions set forth in this definition are not intended to and shall
not be construed as authorizing any violation by the Company of Section
5.g(ii) or of waiving or of the making of any commitment on the part of the
Bank to waive any violation by the Company of Section 5.g(ii),
notwithstanding the fact that this definition includes provision for an
Applicable Margin which would violate the maximum levels of the total
liabilities to Tangible Net Worth ratio permitted by Section 5.g(ii).
c. The following new subsection is added to Section 1 of the
Agreement, reading as follows:
111. Ninth Amendment. "Ninth Amendment" means that agreement
entitled "Ninth Amendment to Credit Agreement" dated as of May 31, 1995,
entered into by and between the Company and the Bank for the purpose of
amending this Agreement.
2. REVOLVING LOAN.
a. On the terms and subject to the conditions set forth in
this Ninth Amendment, including, without limitations, the execution and
delivery by the Company to the Bank of the Revolving Note in the form of
Exhibit "A" attached to the Ninth Amendment, the Bank is willing to renew
and extend the Revolving Loan Maturity Date of May 31, 1996. This renewal
and extension of the Revolving Loan Maturity Date is made pursuant to
Section 2.a(iv) of the Agreement.
b. Subsection (I) of Section 2.a of the Agreement is amended
and restated in its entirety, so that hereafter it will read as follows:
(I) The Commitment -- Use of Proceeds. From the date of
the Ninth Amendment and until the Revolving Loan Maturity Date, the Bank
agrees to make Advances (Collectively, the "Revolving Loan") under a
revolving line of credit from time to time to the Company in amounts not
exceeding Twenty Eight Million and No/100 Dollars ($28,000,000.00) (the
"Commitment") in the aggregate at any time outstanding, provided that all
conditions of lending stated in Section 7 of this Agreement as being
applicable to the Revolving Loan have been fulfilled at the time of each
Advance. Proceeds of the Revolving Loan may be used by the Company only to
fund its working capital requirements.
c. The first sentence of Section 2.a(ii) of the Agreement is
amended and restated in its entirety, to read as follows:
(ii) The obligation of the Company to repay the
Revolving Loan shall be evidenced by a promissory note (the "Revolving
Note") of the Company in the form of Exhibit "A" attached to the Ninth
Amendment.
3. THE LETTERS OF CREDIT. Section 2.b of the Agreement is amended
and restated in its entirety, so that hereafter it will read as follows:
b. The Letters of Credit. Provided that no Event of Default
or Unmatured Event of Default has occurred and is continuing, the Bank
shall from time to time prior to May 31, 1996, upon application by the
Company or any Subsidiary, issue commercial letters of credit (each a
"Commercial Letter of Credit") and standby letters of credit (each a
"Standby Letter of Credit") (all of such Commercial Letters of Credit and
Standby Letter of Credit being referred to herein as the "Letters of
Credit") for the account of the Company or any Subsidiary. Commercial
Letters of Credit will be issued for the purpose of facilitating foreign
trade transactions entered into by the Company or any Subsidiary in the
ordinary course of its business. Standby Letters of Credit will be issued
for the purpose of supporting any transaction by the Company or any
Subsidiary in the ordinary course of its business. It shall be a condition
precedent to the Bank's obligation to issue any Letter of Credit for the
account of the Company or any Subsidiary that the account party (whether
the Company or any Subsidiary) execute and deliver to the Bank, the Bank's
standard form, then in use, of application for commercial letter of credit
(an "Application for Commercial Letter of Credit") or of application for
standby letter of credit, (an "Application for Standby Letter of Credit"),
as the case may be. All obligations undertaken by any Subsidiary pursuant
to an application for Letter of Credit, including without limitation, the
obligation to immediately reimburse the Bank for all draws made under the
Letter of Credit, together with interest, all as further provided in the
application for Letter of Credit, together with interest, all as further
provided in the application for Letter of Credit, will be supported by the
unconditional guaranty of prompt payment of the Company and each other
Subsidiary. All obligations undertaken by the Company pursuant to an
application for a Letter of Credit, including without limitation, the
obligation to immediately reimburse the Bank for all draws made under the
Letter of Credit, together with interest, will be supported by the
unconditional guaranty of prompt payment of each Subsidiary. Each such
guaranty shall be evidenced by a Guaranty Agreement (each a "Letter of
Credit Guaranty Agreement") in the form of Exhibit "D" attached to the
Second Amendment. The aggregate amount of all Letters of Credit issued
pursuant to the provisions of this Agreement outstanding at any time shall
not exceed $4,000,000.00 and the Bank has no obligation to issue any Letter
of Credit having an expiry date beyond May 31, 1996, but may do so from
time to time in its sole discretion. The issuance of each Commercial
Letter of Credit shall be subject to the payment by the applicant (the
"Account Party") to the Bank of a fee (a "Negotiation Fee") which shall be
equal to the Applicable Margin multiplied times the amount thereof, which
Negotiation Fee shall be due and payable within ten (10) days following the
issue of any Commercial Letter of Credit. Upon presentation of each draft
drawn under a Commercial Letter of Credit to the Bank by the beneficiary
thereof, the Account Party shall also pay the Bank a fee (a "Sight Draft
Fee") , which shall be an amount equal to the Applicable Margin (determined
at the time of such presentation) multiplied times the amount drawn of such
Commercial Letter of Credit. The issuance and each renewal of each Standby
Letter of Credit shall be subject to the payment by the Account Party to
the Bank of a fee (a "Commission"), which shall be equal to the applicable
Margin per annum (calculated on the basis that an entire year's Commission
is earned in 360 days) multiplied times the amount thereof, which
Commission shall be due and payable within ten (10) days following the
issuance or renewal of any Standby Letter of Credit. On the date of the
Ninth Amendment, the Company shall pay to the Bank an amount with respect
to each Letter of Credit which is outstanding as of the date of this Ninth
Amendment, an amount equal to the difference, for each Standby Letter of
Credit, between the amount of Commission which would have been payable if
such Letter of Credit would have been reissued by the Bank for the balance
of the term of such Letter of Credit, and the pro rata amount of the
Commission actually paid by the Company with respect to such Letter of
Credit for the balance of the term of such Letter of Credit, and for each
Commercial Letter of Credit, between the Negotiation Fee which would be
payable on such Letter of Credit if it would have been reissued by the Bank
on the date of The Ninth Amendment, minus the Negotiation Fee actually paid
by the Company with respect to such Letter of Credit, multiplied times a
fraction, the numerator of which is the number of days from the date of the
Ninth Amendment to the expiry date of such Letter of Credit and the
denominator Of which is the number of days from the later of the date of
issuance or the most recent renewal of such Letter of Credit to the expiry
date of such Commercial Letter of Credit.
4. AFFIRMATIVE COVENANTS.
a. Section 5.b of the Agreement is hereby amended by adding
a new subsection to the end thereof, reading as follows:
(viii) Additional Monthly Reports. Contemporaneously
with the furnishing of each set of financial statements provided for in
Section 5.b(ii) and at such other times as the Bank may request, the
Company shall provide the Bank with a monthly operations report of those
business units of Escalade Sports - Evansville Operations, commonly known
as "Game Parlor," "Fitness and Basketball" and "Archery," comparing actual
results of operations of such business unit to the operations report for
the prior year and to the budget for the current year, together with a
monthly closed-out inventory report by product lines with respect to the
Company's slow-moving inventory, and copies of the quarterly management
reports from the business unit managers of the Company to the Board of
Directors of the Company. Such reports shall be in form and substance
satisfactory to the Bank, and shall contain such detail as may be
satisfactory to the Bank.
b. Section 5.g of the Agreement is amended and restated in
its entirety, so that hereafter it will read as follows:
g. Financial Covenants. The Company shall observe the
following financial covenants:
(I) Tangible Net Worth. The Company shall maintain its
Tangible Net Worth, determined on a consolidated basis, at levels not less
than those shown in the following table during the periods indicated:
Period Tangible Net Worth
from the date of the Ninth
Amendment and until
October 7, 1995 $21,500,000.00
at October 7, 1995, and until
fiscal year-end 1995 $22,500,000.00
at fiscal year-end 1995 $25,250,000.00
at January 1, 1996, and through
the last day of the third fiscal
month in fiscal year 1996 $25,000,000.00
at the first day of the fourth
fiscal month in fiscal year
1996, and until the last day of
the sixth fiscal month in fiscal
year 1996 $24,750,000.00
at the last day of the sixth fiscal
period in fiscal year 1996, and
at all times thereafter $28,500,000.00
(ii) Ratio of Debt to Tangible Net Worth. The Company shall
maintain the ratio of its total liabilities to its Tangible Net Worth, all
determined on a consolidated basis, at levels not greater than those shown
in the following table during the periods indicated:
Period Ratio
from the date of the Ninth
Amendment and until
October 7, 1995 2.00 to 1.00
at October 7, 1995, and until
fiscal year-end, 1995 2.25 to 1.0
at fiscal year-end 1995,
and all times thereafter 2.00 to 1.0
For purposes of testing compliance with this covenant, the term
"liabilities: shall include the present value of all capital lease
obligations of the Company, determined as of any date the ratio is to be
tested.
(iii) Debt Service Coverage. For each period of consecutive fiscal
periods indicated in the table below, the Company shall maintain a debt
service coverage ratio, determined on a consolidated basis, of not less
than that indicated opposite such period in the table. For purposes of
this covenant, the phrase "debt service coverage ratio" means the ratio of
(A) the sum of net income after taxes, plus depreciation, amortization and
interest expense, all for which the period for which the ratio is being
determined, over (B) the sum of (I) payments on long-term debt, including
capital lease payments, made during the period for which the ratio is being
determined, plus (II) interest expense and capital expenditures which were
not financed, all for the period for which such ratio is being determined.
Period Ratio
for the seven fiscal periods
in calendar year 1995
ending on July 15, 1995 .50 to 1.0
for the ten fiscal periods
in calendar year 1995
ending on October 7, 1995 .90 to 1.0
for the thirteen fiscal periods
in calendar year 1995
ending on the Company's 1995
fiscal year-end, and for each period
of four consecutive fiscal quarters
ending at any time thereafter 1.15 to 1.0
c. For the avoidance of doubt it is noted that the annual cleanup
requirement with respect to Advances outstanding under the Revolving Loan,
which was contained in Section 5.g(iv) of the Agreement prior to the
execution of the Ninth Amendment has been deleted in its entirety.
5. NEGATIVE COVENANTS. Section 6.a of the Agreement is amended
and restated in its entirety, so that hereafter it will read as follows:
a. Restrictive Payments. The Company shall not purchase or
redeem any shares of the capital stock of the Company or declare or pay any
dividends thereon except for dividends payable entirely in capital stock.
The Company shall not make any other distributions to shareholders as
shareholders, or set aside any funds for any such purpose, or prepay,
purchase or redeem any subordinated indebtedness to the Company.
6. WAIVER. The Bank hereby waives the violations of Section
5.g(iv) of the Agreement as it existed prior to the execution of this Ninth
Amendment (with respect to the failure by the Company to observe the annual
clean-up requirement with respect to the Revolving Loan), which violations
occurred prior to the date of this Ninth Amendment. Strict compliance with
all of the terms and conditions set forth in the Agreement shall be
required at all times hereafter. Nothing in this paragraph shall be
construed as a waiver of any of the terms or conditions of the Agreement or
shall be construed as a commitment on the part of the Bank to waive any
subsequent violations of the same or any other term or condition set forth
in the Agreement, as amended by this Ninth Amendment.
7. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES/NO EVENT OF
DEFAULT. To induce the Bank to enter into this Ninth Amendment, the
Company reaffirms, as of the date of the Ninth Amendment, each of the
representations and warranties contained in Section 3 of the Agreement, as
fully as if restated herein in each of their respective entireties, except
that the representations and warranties contained in Section 3.d of the
Agreement shall, for the purpose of this Ninth Amendment, be deemed to
refer to the latest fiscal year-end and interim financial statements of the
Company delivered to the Bank. To induce the Bank to enter into this Ninth
Amendment, the Company further represents and warrants that, as of the date
of this Ninth Amendment, no Event of Default or Unmatured Event of Default
has occurred and is continuing.
8. CONDITIONS PRECEDENT. This Ninth Amendment shall become
effective upon:
a. Receipt by the Bank of the following, contemporaneously
with the execution and delivery of this Ninth Amendment, each duly
executed, dated and in form and substance satisfactory to the Bank:
(I) This Ninth Amendment.
(ii) The Revolving Note.
(iii) Certified copy of the Resolutions of the Board of
Directors of the Company authorizing the execution, delivery and
performance, respectively, of this Ninth Amendment and the other Loan
Documents provided for in this Ninth Amendment to which the Company is a
party.
(iv) Certificate of the Secretary of the Company,
certifying the names of the officer or officers authorized to sign this
Ninth Amendment and the other Loan Documents provided for in this Ninth
Amendment to which the Company is a party, together with a sample of the
true signature of each such officer.
(v) Sixth Amendment to Credit Agreement, with respect
to the Credit Agreement dated June 4, 1990, between the Bank and Xxxxxx
Yale Industries, Inc.
(vi) Such other documents as the Bank may reasonably
request.
b. Payment to the Bank of accrued interest through the date
of this Ninth Amendment on the Revolving Loan, together with payment of the
facility fee which is due and payable by the Company to the Bank pursuant
to Section 2.a(vi) of the Agreement, and payment with respect to the
outstanding Letters of Credit as provided in Section 2.b.
9. PRIOR AGREEMENTS. The Agreement, as amended by this Ninth
Amendment, supersedes all previous agreements and commitments made or
issued by the Bank with respect to the Loans, the Letters of Credit and all
other subjects of the Agreement, as amended by this Ninth Amendment,
including, without limitation, the letter dated March 3, 1995, from the
Bank to the Company and the letter dated March 20, 1995, from the Bank to
the Company, and accepted by the Company on March 20, 1995, and any oral or
written proposals or commitments made or issued by the Bank.
10. REAFFIRMATION. Except as expressly amended by this Ninth
Amendment, all of the terms and conditions of the Agreement and each of the
Loan Documents remain in full force and effect.
Executed on June 2, 1995, but with effect as of May 31, 1995.
ESCALADE, INCORPORATED
By: Xxxxxx X. Xxxxxxx
Chairman and CEO
BANK ONE, INDIANAPOLIS
NATIONAL ASSOCIATION
By: D. Xxxxx Xxxxxxxx
Vice President
TENTH AMENDMENT TO CREDIT AGREEMENT
ESCALADE, INCORPORATED, an Indiana corporation (the "Company") and
BANK ONE, INDIANAPOLIS, NATIONAL ASSOCIATION, a national banking
association (the "Bank"), being parties to that certain Credit Agreement
dated June 5, 1990 (as amended, the "Agreement"), hereby agree to further
amend the agreement by this Tenth Amendment to Credit Agreement (this
"Tenth Amendment"), on the terms and subject to the conditions set forth as
follows:
1. DEFINITIONS.
a. Terms used in this Tenth Amendment with their initial
letter capitalized and which are not defined herein shall have the meanings
ascribed to them in the Agreement.
b. The following new subsection is added to Section 1 of the
Agreement, reading as follows:
mmm. Tenth Amendment. "Tenth Amendment" means that agreement
entitled "Tenth Amendment to Credit Agreement" dated as of July 15, 1995,
entered into by and between the Company and the Bank for the purpose of
amending this Agreement.
2. AFFIRMATIVE COVENANTS. Sections 5.g(I) and 5.g(iii) of the
Agreement are amended and restated in their entireties, so that hereafter
they will read as follows:
(I) Tangible Net Worth. The Company shall maintain its
Tangible Net Worth, determined on a consolidated basis, at levels not less
than those shown in the following table during the periods indicated:
Period Tangible Net Worth
from the date of the Tenth
Amendment and until
October 7, 1995 $21,100,000.00
at October 7, 1995, and until
fiscal year-end 1995 $21,500,000.00
at fiscal year-end 1995 $24,000,000.00
at January 1, 1996, and through
the last day of the third fiscal
month in fiscal year 1996 $23,500,000.00
at the first day of the fourth
fiscal month in fiscal year
1996, and until the last day of
the seventh fiscal month in fiscal
year 1996 $23,250,000.00
at the last day of the seventh fiscal
period in fiscal year 1996, and
at all times thereafter $28,500,000.00
(iii) Debt Service Coverage. For each period of consecutive
fiscal periods indicated in the table below, the Company shall maintian a
debt service coverage ratio, determined on a consolidated basis, of not
less than that indicated opposite such period in the table. For purposes
of this covenant, the phrase "debt service coverage ratio" means the ratio
of (A) the sum of net income after taxes, plus depreciation, amortization
and interest expense, all computed for the period for which the ratio is
being determined, over (B) the sum of (I) payments on long-term debt,
including capital lease payments, amde during the period for which the
ratio is being determined, plus (II) interest expense and capital
expenditures which were not financed, all for the period for which such
ratio is being determined.
Period Ratio
for the ten fiscal periods
in calendar year 1995
ending on October 7, 1995 .60 to 1.0
for the thirteen fiscal periods
in calendar year 1995
ending on the Company's 1995
fiscal year-end 1.05 to 1.0
for each period of four consecutive
fiscal quarters ending at any
time thereafter 1.15 to 1.0
3. WAIVER. The Bank hereby waives the violations of Section
5.g(i) of the Agreement (with respect to the failure by the Company to
observe the minimum Tangible Net Worht required), which voilations occurred
prior to the date of this Tenth Amendment. Strict compliance with this
covenant and all of the other terms and conditions set forth in the
Agreement shall be required at all times hereafter. Nothing in this
paragraph shall be construed as a waiver of any other term or condition of
the Agreement nor shall be construed as a commitment on the part of the
Bank to waive any subsequent violation of the same or any other term or
condition set forth in the Agreement, as amended by this Tenth Amendment.
4. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES/NO EVENT OF
DEFAULT. To induce the Bank to enter into this Tenth Amendment, the
Company reaffirms, as of the date of the Tenth Amendment, each of the
representations and warranties contained in Section 3 of the Agreement, as
fully as if restated herein in each of their respective entireties, except
that the representations and warrantiees contained in Section 3.d of the
Agreement shall, for the purpose of this Tenth Amendment, be deemed to
refer to the latest fiscal year-end and interim financial statements of the
Company delivered to the Bank. To induce the Bank to enter into this Tenth
Amendment, the Company further represents and warrants that, as of the date
of this Tenth Amendment, no Event of Default or Unmatured Event of Default
has occurred and is continuing.
5. PRIOR AGREEMENTS. The Agreement, as amended by this Tenth
Amendment, supersedes all previous agreements and commitments made or
issued by the Bank with respect to the Loans, the Letter of Credit and all
other subjects of the Agreement, as amended by this Tenth Amendment,
including, without limitation, the letter dated August 3, 1995, sent by the
Bank of the Company, and any oral or written proposals or commitments made
or issued by the Bank.
6. REAFFIRMATION. Except as expressly amended by this Tenth
Amendment, all of the terms and conditions of the Agreement and each of the
Loan Documents remain in full force and effect.
Executed on August 21, 1995, but with effect as of July 15, 1995.
ESCALADE, INCORPORATED
By: Xxxx X. Xxxxxx
Vice President & CFO
BANK ONE, INDIANAPOLIS
NATIONAL ASSOCIATION
By: D. Xxxxx Xxxxxxxx
Vice President
