Escalade, Incorporated Enters into Second Amended and Restated Credit Agreement
January 27, 2016 at 02:35 am IST
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On January 21, 2016, Escalade, Incorporated and each of its domestic subsidiaries entered into a Second Amended and Restated Credit Agreement with its issuing bank, JPMorgan Chase Bank, N.A., and the other lenders identified in the Restated Credit Agreement. The Restated Credit Agreement amends and restates the existing Amended and Restated Credit Agreement dated as of August 27, 2013, as amended by the Amendments First through Third, between Escalade and the Lender. The Amended and Restated Credit Agreement amended and restated the April 30, 2009 credit agreement between Escalade and Chase.
Under the terms of the Restated Credit Agreement, the Lender has made available to Escalade a senior revolving credit facility in an increased maximum amount of up to $35,000,000.00 and a term loan in an increased principal amount of $7,500,000.00. The maturity date of the revolving credit facility was extended to January 21, 2019 and the maturity date of the term loan facility was extended to January 21, 2021. Escalade may prepay the Revolving USD Facility, in whole or in part, and reborrow prior to the revolving loan maturity date.
Principal amounts repaid in respect of the Term Loan may not be re-borrowed. In addition to the increased borrowing amounts and extended maturity dates, other significant changes reflected in the Restated Credit Agreement include: making Escalade's wholly owned subsidiary, Indian Industries Inc. a co-borrower; elimination of the minimum tangible net worth covenant; easing restrictions on Escalade's ability to pay cash dividends to allow such dividends as long as no event of default exists; increasing the amount of allowed share repurchases to $3.0 million; eliminating references to the U.K. overdraft facility and intercompany loans relating to Escalade's information security business which was sold in October 2014; and adding Goalsetter System Inc. as a loan party to the Restated Credit Agreement. Goalsetter became a wholly owned subsidiary of Escalade upon Indian's acquisition of all outstanding stock of Goalsetter as of September 30, 2015.
Escalade's indebtedness under the Restated 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 Restated 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.
Escalade, Incorporated designs, manufactures, and sells sporting goods, fitness, and indoor/outdoor recreation equipment. It operates in one business segment: Sporting Goods (Escalade Sports). Escalade Sports manufactures, imports, and distributes sporting goods brands in basketball goals, archery, indoor and outdoor game recreation and fitness products through sporting goods retailers, specialty dealers, key on-line retailers, direct-to-consumer e-commerce, traditional department stores and mass merchants. Its archery brands include Bear Archery, Trophy Ridge, Whisker Biscuit, Cajun Bowfishing, Karnage, SIK and BearX. Its table tennis brands include STIGA and Ping-Pong. Its basketball brands include Goalrilla, Goalsetter, Goaliath, Silverback and Hoopstar. Its billiard tables and accessories brands include American Heritage Billiards, Brunswick Billiards, Gold Crown, Centennial and others. Its outdoor games brands include Victory Tailgate, Triumph Sports, Zume Games and ACL.