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ESCA > SEC Filings for ESCA > Form 8-K on 2-Apr-2013All Recent SEC Filings

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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Shee

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 2, 2013, Escalade, Incorporated ("Escalade") entered into the Ninth Amendment (the "Ninth Amendment") to Escalade's Credit Agreement with its issuing bank, JPMorgan Chase Bank, N.A. ("Chase"). The Ninth Amendment amends the Credit Agreement dated as of April 30, 2009, as amended by Amendments First through Eighth (collectively, the "Credit Agreement"), among the Company, Chase and the other lenders identified therein (collectively, "Lender").

This Form 8-K describes the primary changes to the Credit Agreement as a result of the Ninth Amendment. For the entire text of the Ninth Amendment, which constitutes all of the changes resulting from the Ninth Amendment, please see Exhibit 10.1 attached hereto. Except as set forth in the Ninth Amendment, the terms and conditions of the Credit Agreement remain in full force and effect. All capitalized terms not defined in this Form 8-K have the meanings set forth in the Credit Agreement or, if applicable, as amended pursuant to the Ninth Amendment.

The Ninth Amendment modified the loan covenants regarding Restrictive Agreements as it relates to securing outside indebtedness. Specifically, the Ninth Amendment allows Escalade to purchase two buildings that it currently leases in Rosarito, Mexico through a seller-financed arrangement in the amount of approximately $2.5 million. Escalade entered into a real estate purchase agreement for that property in connection with entering into the Ninth Amendment.

Escalade's indebtedness under the Credit Agreement continues to be collateralized by liens on all of the present and future equity of each of Escalade's domestic subsidiaries and substantially all of the assets of the Company. In addition, each direct and indirect domestic subsidiary of Escalade has unconditionally guaranteed all of the indebtedness of Escalade arising under the Credit Agreement and has secured its guaranty with a first priority security interest and lien on all of its assets. The Pledge and Security Agreement dated April 30, 2009 by and between Escalade and Chase, and each Pledge and Security Agreement dated April 30, 2009 by and between each such Escalade subsidiary and Chase continue in full force and effect, as amended by the Master Amendment to Pledge and Security Agreements dated May 31, 2010 entered into by Chase, Escalade and each such subsidiary. The Unlimited Continuing Guaranty dated April 30, 2009 applicable to each of Escalade's domestic subsidiaries continues in full force and effect without change. In connection with the execution of the Ninth Amendment, each of Escalade's domestic subsidiaries consented to the execution of such Amendment and reaffirmed their Guaranty in favor of Lender.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

 Exhibit    Description
 10.1       Ninth Amendment to Credit Agreement dated as of April 2, 2013 by and
            between Escalade, Incorporated and JPMorgan Chase Bank, N.A.

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