<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                  Exhibit 10.1
                                  ------------

                         FOURTH AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT

         ESCALADE, INCORPORATED, an Indiana corporation (the "Company"), and
BANK ONE, N.A.., a national banking association (the "Bank"), agree as follows:

1.       CONTEXT.    This agreement is made in the context of the following
agreed state of facts:

               a.    The Company and the Bank (then Bank One, Indiana, N.A.) are
               parties to an Amended and Restated Credit Agreement effective
               October 24, 2001 as modified by a First Amendment to Amended and
               Restated Credit Agreement dated August 29, 2002, as further
               modified by a Second Amendment to Amended and Restated Credit
               Agreement dated April 17, 2003, and as further modified by a
               Third Amendment to Amended and Restated Credit Agreement dated
               June 1, 2003 (the "Agreement").

               b.    The Company and the Bank desire to amend the Agreement.

               c.    The Company and Bank have executed this document (this
               "Fourth Amendment") to give effect to their agreement.

2.       AMENDMENT.

         (a)   The pricing matrix appearing in the definition of Applicable
Spread in Section 1 of the Agreement is hereby amended and replaced with the
following:

<TABLE>
<CAPTION>
                                                                      Unused       Applicable      Applicable
     Level          Leverage Ratio          LIBOR        Prime         Fee         Commission       Issuance         Euribor
                                                                                      Rate          Fee Rate
<S>                <C>                      <C>          <C>           <C>           <C>             <C>              <C>

      V                >2.50:1.00          +200bps        +0bps      +37.5bps       +137.5 bps      +62.5 bps       + 200 bps


      IV           2.00 to 2.49:1.00       +175bps      -37.5bps      +25bps        +125 bps        +50 bps         + 175 bps


      III          1.50 to 1.99:1.00       +150bps       -75bps       +25bps        +112.5 bps      +37.5 bps       + 150 bps


      II           1.00 to 1.49:1.00       +125bps       -75bps       +25bps        +100 bps        +25 bps         + 125 bps


      I                <1.00:1.00          +100bps       -75bps       +25bps        +87.5 bps       +12.5 bps       + 100 bps
</TABLE>

         (b)   The following definitions contained in the Agreement are hereby
amended and restated as follows:

                                       15
<PAGE>

                  o        "Bank" means, collectively, the Bank and the London
                  Bank, with the exception of Sections 2.a and 2.b of the
                  Agreement, in which Sections Bank shall refer only to Bank
                  One, N.A., a national banking association.

                  o        "Loan" means, collectively, the Revolving Loan, the
                  Euro Revolving Loan and the Uncommitted Overdraft Facility.

         (c)   The following definitions are hereby added to the Agreement:

                  o        EMU Legislation" means legislative measures of the
                  Council of the European Union for the introduction of,
                  changeover to, or operation of, a single or unified European
                  currency being part of the implementation of the Third Stage
                  of Economic and Monetary Union as contemplated by the Treaty
                  on European Union.

                  o        "Euribor" means in relation to each Interest Period
                  in the case of Advances denominated in Euros, the rate which
                  is determined by the Banking Federation of the European Union
                  for that Interest Period or, if there is no such applicable
                  rate so determined, the arithmetic mean, rounded upward, if
                  necessary, to the nearest one-sixteenth of one per cent
                  (1/16%), of the rates quoted by the London Bank to leading
                  banks in the European Interbank Market at 11.00 am (Brussels
                  time) on the Quotation Date for (in both cases) the offering
                  of deposits in Euros for a period comparable to the Interest
                  Period of the relevant Loan denominated in Euros.

                  o        "Euro" means the single lawful currency for the
                  time being of the Participating Member States.

                  o        "Euro Revolving Loan" is used as defined in Section
                  2.c(i).

                  o        "Euro Revolving Loan Maturity Date" means initially
                  July 15, 2006, and hereafter any subsequent date to which the
                  Commitment may be extended by the Bank.

                  o        "Euro Revolving Note" is used as defined in Section
                  2.c(ii).

                  o        "European Interbank Market" means the interbank
                  market for Euros operating in the Participating Member States.

                  o        "Uncommitted Overdraft Facility" means the working
                  capital facility granted to the Company by the London Bank as
                  described in the Overdraft Addendum.

                  o        "Interest Period" means each consecutive 30, 90 or
                  180 day period effective as of the first day of each Interest
                  Period and ending on the last day of each Interest Period,
                  provided that if any interest Period is scheduled to end on a
                  date for which there is no numerical equivalent to the date on
                  which the Interest Period commenced, then it shall end instead
                  of the last day of such calendar month.

                  o        "London Bank" means Bank One, N.A., acting through
                  its London branch and shall include its successors,
                  transferees and assigns.

                  o        "Overdraft Addendum" means the Addendum to Fourth
                  Amendment to Amended and Restated Credit and Security
                  Agreement (Uncommitted Overdraft Facility) attached hereto and
                  incorporated herein by reference.

                                       16
<PAGE>

                  o        "Participating Member State" means each state so
                  described in any EMU Legislation.

                  o        "Quotation Date" means, in relation to any Interest
                  Period, or any other period for which an interest rate is to
                  be determined under any provision of this agreement, the day
                  on which quotations would ordinarily be given by leading banks
                  in the European Interbank Market for deposits in Euros, for
                  delivery on the first day of that Interest Period or other
                  period, or if quotations would ordinarily be given on more
                  than one day, the last of such days.

                  o        "Sterling" means the lawful currency, for the time
                  being, of the United Kingdom.

                  o        "Treaty on European Union" means the Treaty of Rome
                  of 25 March 1957, as amended by the Single European Act 1986
                  and the Maastricht Treaty of 7 February 1992.

         (d)   A new Section 2.c is hereby added to the Agreement as follows:

                  c.       The Revolving Loan. The London Bank will make a
               revolving loan to the Company on the following terms and subject
               to the following conditions:

                           (i)      The Commitment -- Use of Proceeds. From
                           this date and until the Euro Revolving Loan Maturity
                           Date, the London Bank agrees to make Advances
                           (collectively, the "Euro Revolving Loan") under a
                           revolving line of credit from time to time to the
                           Company of amounts not exceeding in the aggregate at
                           any time outstanding Two Million Five Hundred
                           Thousand Euros ((euro)2,500,000.00) (the "Euro
                           Revolving Loan Commitment"), as decreased from time
                           to time as hereinafter set forth, provided that all
                           of the conditions of lending stated in Section 7 of
                           this Agreement have been fulfilled at the time of
                           each Advance. Proceeds of the Euro Revolving Loan
                           shall be used to accommodate overseas operations, and
                           hereafter may be used by the Company only to fund
                           working capital requirements. The initial Commitment
                           shall be available to the Company until July 15,
                           2006.

                           (ii)     Method of Borrowing. The obligation of
                           the Company to repay the Euro Revolving Loan shall be
                           evidenced by a promissory note (the "Euro Revolving
                           Note") of the Company in the form of Exhibit "E". So
                           long as no Event of Default or Unmatured Event of
                           Default shall have occurred and be continuing and
                           until the Euro Revolving Loan Maturity Date, the
                           Company may borrow, repay and reborrow (subject to
                           Section 2.a.(i) above) under the Euro Revolving Note
                           on any Banking Day, provided that no borrowing may
                           cause the principal balance of the Euro Revolving
                           Loan to exceed the Euro Revolving Loan Commitment or
                           may result in an Event of Default or an Unmatured
                           Event of Default. Each Advance under the Euro
                           Revolving Loan shall be conditioned upon receipt by
                           the London Bank from the Company of an Application
                           for Euro Revolving Loan Advance and an Officer's
                           Certificate, provided that the London Bank may, at
                           its discretion, make a disbursement upon the oral
                           request of the Company made by an Authorized Officer,
                           or upon a request transmitted to the London Bank by
                           telephone facsimile ("fax") machine, or by any other
                           form of written electronic communication (all such
                           requests for Advances being hereafter referred to as
                           "informal requests"). In so doing, the London Bank
                           may rely on any informal request which shall have

                                       17
<PAGE>

                           been received by it in good faith from a person
                           reasonably believed to be an Authorized Officer. Each
                           informal request shall be promptly confirmed by a
                           duly executed Application and Officer's Certificate
                           if the London Bank so requires and shall in and of
                           itself constitute the representation of the Company
                           that no Event of Default or Unmatured Event of
                           Default has occurred and is continuing or would
                           result from the making of the requested Advance and
                           that the making of the requested Advance shall not
                           cause the principal balance of the Euro Revolving
                           Loan to exceed the current Euro Revolving Loan
                           Commitment. All borrowings and reborrowings and all
                           repayments shall be in amounts of not less than Two
                           Hundred Fifty Thousand Euros ((euro)250,000), except
                           for repayment of the entire principal balance of the
                           Euro Revolving Loan and except for special
                           prepayments of principal required under the terms of
                           Section 2.c.(i). Upon receipt of an Application, or
                           at the London Bank's discretion upon receipt of an
                           informal request for an Advance and upon compliance
                           with any other conditions of lending stated in
                           Section 7 of this Agreement applicable to the Euro
                           Revolving Loan, the London Bank shall disburse the
                           amount of the requested Advance to the Company. All
                           Advances by the London Bank and payments by the
                           Company shall be recorded by the London Bank on its
                           books and records, and the principal amount
                           outstanding from time to time, plus interest payable
                           thereon, shall be determined by reference to the
                           books and records of the London Bank. The London
                           Bank's books and records shall be presumed prima
                           facie to be correct as to such matters.

                           (iii)    Interest on the Euro Revolving Loan.
                           The principal amount of the Euro Revolving Loan
                           outstanding from time to time shall bear interest
                           until the Euro Revolving Loan Maturity Date at a rate
                           per annum equal to the Euribor-based Rate for a
                           period ("Interest Period") of 30, 90 or 180 days;
                           provided that an election of a Euribor-based Rate for
                           an Interest Period extending beyond the Euro
                           Revolving Loan Maturity Date shall be permitted only
                           at the discretion of the Bank. After maturity,
                           whether on the Euro Revolving Loan Maturity Date or
                           on account of acceleration of maturity upon the
                           occurrence of an Event of Default, and until paid in
                           full, the Euro Revolving Loan shall bear interest at
                           a rate equal to the Euribor-based Rate then in effect
                           plus three percent (3%). Accrued interest shall be
                           due and payable monthly on the last Banking Day of
                           each month prior to maturity. After maturity,
                           interest shall be payable as accrued and without
                           demand.

                           (iv)     Unused Fee. In addition to interest on
                           the Euro Revolving Loan, the Company shall pay to the
                           London Bank a fee (the "Unused Fee") for each partial
                           or full calendar quarter during which the Euro
                           Revolving Loan Commitment is outstanding equal to the
                           Applicable Unused Fee Rate per annum of the amount of
                           the average daily excess of the Euro Revolving Loan
                           Commitment over the average daily principal balance
                           outstanding under the Euro Revolving Loan. Unused
                           fees for each calendar quarter shall be due and
                           payable within ten (10) days following the London
                           Bank's submission of a statement of the amount due.
                           Such fees may be debited by the London Bank when due
                           to any demand deposit account of the Company carried
                           with the London Bank without further authority.

                           (v)      Procedures for Electing Euribor-based
                           Rates--Certain Effects of Election. Euribor based
                           Rates may be elected only in accordance with the
                           following procedures, shall be subject to the
                           following conditions and the election of an

                                       18
<PAGE>

                           Euribor-based Rate shall have the following
                           consequences in addition to other consequences stated
                           in this Agreement:

                                    A.       The Euribor-based Rate may be
                           elected only for Euro Revolving Loans or portions of
                           Euro Revolving Loans in a minimum amount of Two
                           Hundred Fifty Thousand Euros ((euro)250,000).

                                    B.       No Euribor-based Rate may be
                           elected at any time that an Event of Default or
                           Unmatured Event of Default has occurred and is
                           continuing.

                                    C.       Voluntary prepayment prior to
                           scheduled maturity of all or any portion of a Euro
                           Revolving Loan on which interest is accruing at a
                           Euribor-based Rate shall be subject to
                           contemporaneous payment of the Prepayment Premium if,
                           at the time of prepayment, the Reinvestment Rate is
                           less than the Euribor-based Rate at which interest
                           accrues on the Euro Revolving Loan. A Prepayment
                           Premium shall also be due and payable on prepayment
                           of all or any portion of the Euro Revolving Loan
                           prior to scheduled maturity because of acceleration
                           of maturity on account of an Event of Default if, at
                           the time of acceleration of maturity, the
                           Reinvestment Rate is less than the Euribor-based Rate
                           at which interest is accruing on the Euro Revolving
                           Loan. If at the time of any voluntary or mandatory
                           prepayment of any portion of the principal of any
                           Euro Revolving Loan, interest accrues on the Euro
                           Revolving Loan at more than one Euribor-based Rate,
                           such prepayment shall be applied first to that
                           portion or those portions on which interest accrues
                           at a Rate or Rates which results in no Prepayment
                           Premium or the lowest Prepayment Premium or Premiums.

                                    D.       On any Quotation Date, the
                           Company may request a quotation of the Euribor-based
                           Rate then in effect from the London Bank for an
                           amount and an Interest Period as the Company may
                           determine. As soon as possible, and in any event
                           before the close of business on the next following
                           Banking Day, the London Bank shall quote such
                           Euribor-based Rate. The Company shall then have until
                           the end of the Quotation Day on which such quotation
                           is given or within such shorter time as the London
                           Bank may specify, to exercise its option to elect a
                           Euribor-based Rate quoted, subject to all other
                           conditions and limitations stated in this Agreement.
                           The period for which any Euribor-based Rate is
                           effective shall begin on the second Banking Day
                           following the day on which the quotation is given.

                                    E.       An election of a Euribor-based
                           Rate may be communicated to the London Bank on behalf
                           of the Company only by an Authorized Officer. Such
                           election may be communicated by telephone, or by
                           telephone facsimile (fax) machine or any other form
                           of written electronic communication, or by a writing
                           delivered to the London Bank. At the request of the
                           London Bank, the Company shall confirm any election
                           in writing and such written confirmation shall be
                           signed by an Authorized Officer. The London Bank
                           shall be entitled to rely on any oral or written
                           electronic communication of an election of a
                           Euribor-based Rate which is received by an
                           appropriate London Bank employee from anyone
                           reasonably believed in good faith by such employee to
                           be an Authorized Officer.

                                    F.       The London Bank may elect not to
                           quote a Euribor-based Rate on any day on which the
                           Bank has determined that it is not practical to quote
                           such rate because of the unavailability of sufficient
                           funds to the London Bank for appropriate terms at

                                       19
<PAGE>

                           rates approximating the relevant Euribor Rate, or
                           because of legal or regulatory changes which make it
                           impractical or burdensome for the London Bank to lend
                           money at a Euribor-based Rate.

                                    G.       If, as a result of any
                           regulatory change, the basis of taxation of payments
                           to the London Bank of the principal of or any
                           interest on any Euro Revolving Loan bearing interest
                           at a Euribor-based Rate or any other amounts payable
                           hereunder in respect thereof, other than taxes
                           imposed on the overall net income of the London Bank,
                           is changed, or any reserve, special deposit, or
                           similar requirement relating to any extensions of
                           credit or other assets of or any deposits with or
                           other liabilities of the London Bank are imposed,
                           modified, or deemed applicable, and the London Bank
                           reasonably determines that, by reason thereof, the
                           cost to it of making, issuing, or maintaining any
                           Euro Revolving Loan at a Euribor-based Rate is
                           increased by an amount deemed by it to be material,
                           then the Company shall pay promptly upon demand to
                           the London Bank such additional amounts as the London
                           Bank reasonably determines will compensate for such
                           increased costs; provided, however, that the Company
                           shall not be the only borrower of the London Bank
                           that is singled out from a group of similarly
                           situated borrowers of the London Bank subject to this
                           type of provision that is requested to remit
                           increased costs. Any determination by the London Bank
                           of increased costs of maintaining deposits made
                           pursuant to the provisions of this section shall be
                           final, absent manifest error.

                           (vi)     Calculation of Interest. Interest on
                           the Euro Revolving Loan shall be computed by applying
                           the ratio of the annual interest rate over a year of
                           360 days, multiplied by the outstanding principal
                           balance, multiplied by the actual number of days the
                           principal balance is outstanding.

                           (vii)    Manner of Payment - Application.
                           Unless otherwise agreed to, in writing, or otherwise
                           required by applicable law, payments will be applied
                           first to accrued, unpaid interest, then to principal,
                           and any remaining amount to any unpaid collection
                           costs, late charges and other charges, provided,
                           however, upon delinquency or other default, the
                           London Bank reserves the right to apply payments
                           among principal, interest, late charges, collection
                           costs and other charges at its discretion. All
                           prepayments shall be applied to the indebtedness
                           owing hereunder in such order and manner as the
                           London Bank may from time to time determine in its
                           sole discretion.

                           (viii)   Late Payment. If any payment required
                           under the Euro Revolving Loan is not paid within ten
                           (10) days after such payment is due, then, at the
                           option of London Bank, Company shall pay a late
                           charge equal to five percent (5.0%) of the amount of
                           such payment or (euro)______, whichever is greater,
                           up to the maximum amount of (euro)_______ per late
                           charge to compensate London Bank for administrative
                           expenses and other costs of delinquent payments. This
                           late charge may be assessed without notice, shall be
                           immediately due and payable and shall be in addition
                           to all other rights and remedies available to London
                           Bank.

                           (ix)     Default Rate of Interest. Upon the
                           occurrence of an Event of Default and during the
                           continuation thereof, and after maturity, including
                           maturity upon acceleration, London Bank, at its
                           option, may, if permitted under applicable law, do
                           one or both of the following: (i) increase the
                           interest rate under the Euro Revolving Loan to the
                           rate that is three percent (3%) above the rate that

                                       20
<PAGE>

                           would otherwise be payable thereunder, and (ii) add
                           any unpaid accrued interest to principal and such sum
                           will bear interest therefrom until paid at the rate
                           provided herein or under the Notes (including any
                           increased rate). The interest rate under the Euro
                           Revolving Loan will not exceed the maximum rate
                           permitted by applicable law under any circumstances.

         (e)   Section 4 of the Agreement is hereby amended by adding the
following sentence:

                     "In the event the proceeds of any advance under the Euro
               Revolving Loan or the Uncommitted Overdraft Facility are directed
               to a Subsidiary, Company shall remain primarily liable to the
               Bank for such Advance and shall execute a Guaranty in favor of
               Bank.

         (f)   A new Section 19 is hereby added to the Agreement as follows:

                     19. Cross-Default/Cross-Collateralization. All loans and
         advances by Bank and London Bank to Company under this Agreement, the
         other loan documents executed in connection herewith, and under all
         other agreements constitute one loan, and all indebtedness and
         obligations of Company to Bank and London Bank under this and under all
         other agreements, present and future, constitute one general obligation
         secured by the collateral and security held and to be held by Bank and
         London Bank hereunder and by virtue of all other assignments and
         security agreements between Bank and Company or London Bank and Company
         now and hereafter existing. It is expressly understood and agreed that
         all of the rights of Bank and London Bank contained in this Agreement
         shall likewise apply insofar as applicable to any modification of or
         supplement to this Agreement and to any other agreements, present and
         future, between Bank and Company and London Bank and Company.

         (g)   A new Section 20 is hereby added to the Agreement as follows:

                     20. Assignment. The Company may not assign or otherwise
         transfer the benefits or burden of the Loans. The Bank may at its
         discretion assign and/or transfer all or part of its rights and/or
         obligations under the Loans. The Bank may disclose to any actual or
         proposed assignee, transferee or other person with whom it may enter
         into contractual relations in connection herewith any such information
         about the Company as the Bank may consider appropriate.

                     Without prejudice to the generality of the foregoing, the
         Bank may transfer by novation all or any of its rights and obligations
         under this agreement to any of its affiliates to which it has
         transferred or is to transfer all or part of its business by delivering
         to the Company a notice signed by the Bank and that affiliate agreeing
         to the transfer. With effect from the date specified in that notice,
         the Bank shall be released from its obligations under this agreement
         and its rights under this agreement shall be cancelled and the
         affiliate shall assume obligations and acquire rights under this
         agreement as if that affiliate had originally been named in this
         agreement as a party in place of the Bank.

                     For these purposes, "affiliate" means, in relation to the
         Bank, any subsidiary or holding company of the Bank or any other
         subsidiary of any such holding company (within the meaning of section
         736 of the Companies Act 1985).

3.       CONDITIONS PRECEDENT. As conditions precedent to the effectiveness of
this Fourth Amendment, the Bank shall have received, each duly executed and in
form and substance satisfactory to the Bank, this Fourth Amendment, the
Promissory Note (Euro Revolving Loan) and the Overdraft Addendum.

4.       REIMBURSEMENT OF EXPENSES. All out-of-pocket expenses incurred by the
Bank associated with this Fourth Amendment, including without limitation, filing
fees, recording fees and legal fees and disbursements, are to be reimbursed by
the Company to the Bank promptly upon demand therefor.

                                       21
<PAGE>

5.       REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into this
Fourth Amendment, the Company represents and warrants, as of the date of this
Fourth Amendment, that no Event of Default or Unmatured Event of Default has
occurred and is continuing and that the representations and warranties contained
in Section 3 of the Agreement are true and correct, except that the
representations contained in Section 3.d refer to the latest financial
statements furnished to the Bank by the Company pursuant to the requirements of
the Agreement.

6.       REAFFIRMATION OF THE AGREEMENT. Except as amended by this Fourth
Amendment, all terms and conditions of the Agreement shall continue unchanged
and in full force and effect and the Obligations of the Company shall continue
to be secured and guaranteed as therein provided until payment and performance
in full of all Obligations.

7.       COUNTERPARTS. This Fourth Amendment may be signed in counterparts, each
of which shall constitute an original and all of which taken together will
constitute one and the same agreement.

                   [REMAINDER OF PAGE INTENTIONALLY LET BLANK]

                                       22
<PAGE>

         IN WITNESS WHEREOF, the Company and the Bank, by their duly authorized
officers, have executed this Fourth Amendment to Credit Agreement as of July 15,
2004.

                                          ESCALADE, INCORPORATED


                                          By: /s/ TERRY FRANDSEN
                                              ----------------------------------
                                              Terry Frandsen, Vice President and
                                                 Chief Financial Officer



                                          BANK ONE, N.A.


                                          By:
                                              -------------------------------

                                          Printed:
                                                   --------------------------

                                          Title:
                                                -----------------------------

                                       23

</TEXT>
</DOCUMENT>
