<PAGE> 1
EXHIBIT 10.9
PROMISSORY NOTE
(the "Escalade Note")
$13,153,045.33 May 15, 2000
Indianapolis, Indiana
1. FOR VALUE RECEIVED, the undersigned, ESCALADE, INCORPORATED, a
corporation incorporated under the laws of the State of Indiana ("Maker"),
promises to pay to the order of INDIAN-MARTIN AG, a corporation incorporated
under the laws of Switzerland ("Holder"), upon demand the principal sum of
Thirteen Million One Hundred Fifty-three Thousand Forty-five and 33/100 Dollars
($13,153,045.33), for payment of a loan extended pursuant to the terms of that
certain Credit Agreement dated as of May 15, 2000 by and between Holder and BANK
ONE, INDIANA, NATIONAL ASSOCIATION ("Bank"), as same may be amended from time to
time (the "Credit Agreement"), together with interest accrued on the unpaid
principal balance from the date hereof at the Note Rate as defined below,
subject to adjustment. Any capitalized terms used, but not defined, herein shall
have the meanings ascribed thereto in the Credit Agreement.
Accrued interest shall be payable annually on the first day of each
calendar year commencing January 1, 2001, and continuing on the first day of
each year thereafter, together with a final payment of all unpaid principal and
interest, together with any other sums due under this Note, upon demand of
Holder, or Bank, as Holder's pledgee.
2. The Note Rate shall be at the Applicable Federal Rate in effect as
of the date hereof. The Applicable Federal Rate means the rate of interest per
annum determined periodically by the United States federal government pursuant
to Internal Revenue Code Section 1274.
3. Interest shall be calculated on the basis of a 360 day year and
charged for twelve (12) thirty (30) day months.
4. This Note may be prepaid in part or in full at any time without
premium or penalty. To do so, Maker must give written notice to Holder and Bank
of its intention to prepay this Note in full or in part pursuant to this
paragraph and shall specify therein the principal amount to be prepaid and the
date on which such prepayment shall occur. The amount which shall be paid to
Holder in the event of such prepayment shall be the principal so prepaid plus
accrued interest thereon to the date of prepayment. Prepayments will be applied
first to accrued interest and then to principal.
5. Maker shall pay all principal, interest, costs and expenses herein,
including but not limited to attorneys' fees and costs, all without relief from
valuation and appraisement laws.
<PAGE> 2
6. All payments on account of the indebtedness evidenced by this Note
shall be first applied to the interest on the unpaid principal balance and the
remainder to principal.
Payments are to be made at the office of Holder, Aegeristrasse 66,
6300, Zug, Switzerland, or to such other address as Holder may in writing
designate to Maker from time to time. All payments are to be made in immediately
available funds.
7. In addition to the breach ("Event of Default") of any of the terms
and conditions herein, the failure to pay any installment of principal or
interest hereunder when due or demanded and the continuance of such failure for
five (5) days thereafter, time being of the essence, shall also be considered an
Event of Default. Upon the occurrence of an Event of Default (i) the outstanding
principal balance hereunder at the sole option of Holder or Bank, as Holder's
pledgee, and without further demand or notice of any kind (which are hereby
expressly waived), may be immediately declared due and payable, and such
amounts, together with all accrued and unpaid interest, shall then bear interest
at a rate per annum equal to the then applicable Default Rate, (ii) Maker will
pay to Holder all attorneys' fees, court costs and expenses incurred by the
Holder in connection with the Holder's efforts to collect such indebtedness, and
(iii) the Holder may exercise from time to time any of the rights and remedies
available to the Holder under applicable law and/or the Credit Agreement.
8. In no event shall the interest rate hereunder exceed the highest
rate permissible under any law which a court of competent jurisdiction shall, in
a final determination, deem applicable hereto. In the event that a court
determines that Holder has received interest hereunder in excess of the highest
rate applicable hereto, such excess interest shall be applied as a principal
payment and/or refunded to Maker.
9. No delay or omission of Holder to exercise any right or power
arising from any Event of Default herein shall impair any such right or power or
be considered to be a waiver of any other right or power or of any such default
or any acquiescence therein nor shall the action or nonaction of Holder in case
of default on the part of Maker impair any right or power resulting therefrom. A
waiver of a right or remedy or of an Event of Default on one occasion shall not
be construed as a bar or waiver on any other occasion. No waiver shall be
effective unless made in a signed writing. If any provision of this Note is held
invalid, that provision will be ineffective to the extent of such invalidity,
without invalidating the remainder of that provision or the other provisions of
this Note.
10. Maker and all endorsers, sureties, guarantors and all other Persons
who are or may become liable for all or any part of this obligation hereby waive
presentment, demand for payment, notice of default or dishonor, notice of
protest, and protest, and all other notices or demands in connection with the
delivery, acceptance, performance, default, endorsement or guaranty of this
Note. All such Persons hereby consent to any number of renewals or extensions of
the time of payment hereof and to any changes in the interest rate and to any
releases of collateral which Holder at any time may grant or agree to, without
notice to such Persons. Any
-2-
<PAGE> 3
such renewals or extensions may be made without notice to any of such Persons
and without affecting their liability.
11. This Note will be governed and construed in accordance with the
laws of the State of Indiana. MAKER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY
WITH RESPECT TO ALL MATTERS RELATING TO OR ARISING OUT OF THIS NOTE AND/OR ANY
OF THE LOAN DOCUMENTS.
12. This instrument is subject to: (i) a Pledge Agreement dated as of
May 15, 2000 in favor of BANK ONE, INDIANA, NATIONAL ASSOCIATION (the "Bank"),
to which reference is hereby made for the terms and provisions of such pledge,
and (ii) an Offset Waiver Agreement dated as of May 15, 2000 in favor of the
Bank whereby offset and certain related rights are waived.
MAKER:
ESCALADE, INCORPORATED, AN
INDIANA CORPORATION
By: /s/ John R. Wilson
--------------------------
John R. Wilson, Secretary
-----------------------------
(Printed Name and Title)
-3-
<PAGE> 4
STATE OF INDIANA )
) ss:
COUNTY OF MARION )
The foregoing was acknowledged before me this 16th day of May, 2000, by
John R. Wilson, the Secretary of Escalade, Incorporated, an Indiana corporation,
for and on its behalf, and who, being duly sworn, stated that the
representations contained therein are true and correct.
/s/ David R. Hamer
---------------------------
Notary Public (Signature)
David R. Hamer
---------------------------
(Printed Name)
My Commission Expires:
11/25/00
----------------------
My County of Residence:
Hamilton
----------------------
-4-
