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EXHIBIT 10.3.15
FIFTH AMENDMENT TO FINANCING AGREEMENT
THIS FIFTH AMENDMENT TO FINANCING AGREEMENT (this "Amendment")
is made and entered as of January ___, 1998, by and between STAR BANK, NATIONAL
ASSOCIATION, a national banking association ("Bank"), and FM PRECISION GOLF
MANUFACTURING CORP., a Delaware corporation, and FM PRECISION GOLF SALES CORP.,
a Delaware corporation (collectively, "Borrowers").
PRELIMINARY STATEMENTS
A. Borrowers and Bank have entered into a Financing Agreement
dated as of May 31, 1996, as amended by (i) a First Amendment to Financing
Agreement dated as of January 29, 1997, (ii) a Second Amendment to Financing
Agreement dated as of August 20, 1997, (iii) a Third Amendment to Financing
Agreement dated as of November 10, 1997, and (iv) a Fourth Amendment to
Financing Agreement dated as of January 6, 1998 (as amended, the "Financing
Agreement"). Capitalized terms used, but not defined, in this Amendment which
are defined in the Financing Agreement will have the meanings given to them in
the Financing Agreement.
B. Bank and Borrowers desire to amend the Financing Agreement
on and subject to the terms and conditions set forth in this Amendment.
STATEMENT OF AMENDMENT
In consideration of the mutual covenants and agreements set
forth in this Amendment, and for other good and valuable consideration, Bank and
Borrowers hereby agree as follows:
1. AMENDMENT OF EXHIBIT 10.29. Subject to the satisfaction of
the conditions of this Amendment, Exhibit 10.29 to the Financing Agreement is
amended in its entirety by substituting therefor the Exhibit 10.29 which is
attached hereto as Exhibit A. Borrowers anticipate revising their financial
projections between the date of this Amendment and February 13, 1998. If
Borrowers reasonably revise their financial projections prior to February 13,
1998, and if such projections justify a revision of the Financial Covenants,
Bank and Borrowers will negotiate in good faith to agree upon a revision of the
Financial Covenants and a further amendment of Exhibit 10.29 to the Financing
Agreement. However, if, by February 13, 1998, Bank and Borrowers do not agree
upon a revision of the Financial Covenants and enter into a further amendment of
Exhibit 10.29 to the Financing Agreement, then the Financial Covenants as set
forth in Exhibit 10.29 hereto shall remain in full force and effect.
2. REAFFIRMATION OF CORPORATE GUARANTY. As a condition of this
Amendment, Borrowers will cause Corporate Guarantor to execute and deliver to
Bank the Reaffirmation of Corporate Guaranty set forth at the end of this
Amendment.
3. OTHER DOCUMENTS. As a condition of this Amendment,
Borrowers will execute and deliver, or cause to be executed and delivered, to
Bank such other documents, instruments and agreements deemed necessary or
desirable by Bank to effect the amendments to Borrowers' credit facilities with
Bank contemplated by this Amendment.
4. REPRESENTATIONS. To induce Bank to accept this Amendment,
Borrowers hereby represent and warrant to Bank as follows:
4.1 Each of Borrowers has full power and authority to enter
into, and to perform its obligations under, this Amendment, and the execution
and delivery of, and the performance of its obligations under and arising out
of, this Amendment have been duly authorized by all necessary corporate action.
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4.2 This Amendment constitutes the legal, valid and binding
obligations of Borrowers enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally.
4.3 Borrowers' representations and warranties contained in the
Financing Agreement are complete and correct as of the date of this Amendment
with the same effect as though these representations and warranties had been
made again on and as of the date of this Amendment, subject to those changes as
are not prohibited by, or do not constitute Events of Default under, the
Financing Agreement.
5. COSTS AND EXPENSES. As a condition of this Amendment, Borrowers will
promptly on demand pay or reimburse Bank for the costs and expenses incurred by
Bank in connection with this Amendment, including, without limitation,
attorneys' fees.
6. RELEASE. Borrowers hereby release Bank from any and all liabilities,
damages and claims therefor arising from or in any way related to the Loans,
other than such liabilities, damages and claims which arise after the execution
of this Amendment. The foregoing release does not release or discharge, or
operate to waive performance by, Bank of its express agreements and obligations
stated in the Loan Documents on and after the date of this Amendment.
7. DEFAULT. Any default by Borrowers in the performance of Borrowers'
obligations under this Amendment shall constitute an Event of Default under the
Financing Agreement.
8. CONTINUING EFFECT OF FINANCING AGREEMENT. Except as expressly
amended hereby, all of the provisions of the Financing Agreement are ratified
and confirmed and remain in full force and effect.
9. ONE AGREEMENT; REFERENCES. The Financing Agreement, as amended by
this Amendment, will be construed as one agreement. All references in any of the
Loan Documents to the Financing Agreement will be deemed to be references to the
Financing Agreement as amended by this Amendment.
10. COUNTERPARTS. This Amendment and the Reaffirmation of Corporate
Guaranty provided below may be executed in multiple counterparts, each of which
shall be an original but all of which together shall constitute one and the same
instrument.
11. ENTIRE AGREEMENT. This Amendment sets forth the entire agreement of
the parties with respect to the subject matter of this Amendment and supersedes
all previous understandings, written or oral, in respect of this Amendment.
IN WITNESS WHEREOF, Bank and Borrowers have executed this
Amendment to be effective as of the date in the opening paragraph of this
Amendment.
FM PRECISION GOLF
MANUFACTURING CORP.
By:________________________________
Name:______________________________
Title:_____________________________
FM PRECISION GOLF SALES CORP.
By:________________________________
Name:______________________________
Title:_____________________________
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Accepted at Cincinnati, Ohio, as of January ___, 1998.
STAR BANK, NATIONAL ASSOCIATION
By:__________________________
Name:________________________
Title:_______________________
REAFFIRMATION OF CORPORATE GUARANTY
In satisfaction of the condition set forth in Section 2 of the
above Fifth Amendment to Financing Agreement (the "Amendment"), Corporate
Guarantor hereby consents to the Amendment and to the transactions contemplated
thereby, reaffirms the Corporate Guaranty, and acknowledges and agrees that it
is not released from its obligations under the Corporate Guaranty by reason of
the Amendment and that the obligations of Corporate Guarantor under the
Corporate Guaranty extend to the Financing Agreement and the other Loan
Documents as amended by the Amendment. This Reaffirmation of Corporate Guaranty
shall not be construed, by implication or otherwise, as imposing any requirement
that Bank notify or seek the consent of Corporate Guarantor to any past or
future extension of credit, or modification, extension or other action with
respect thereto, in order for any such extension of credit or modification,
extension or other action with respect thereto to be subject to the Corporate
Guaranty, it being expressly acknowledged and reaffirmed that Corporate
Guarantor has under the Corporate Guaranty consented to modifications,
extensions and other actions with respect thereto without any notice thereof.
All capitalized terms used in this Reaffirmation of Corporate Guaranty and not
otherwise defined herein shall have the meanings ascribed thereto in the
Amendment.
IN WITNESS WHEREOF, Corporate Guarantor has executed this
Reaffirmation of Corporate Guaranty to be effective as of the date of the
Amendment.
ROYAL PRECISION, INC., formerly known as
FM Precision Golf Corp.
By:________________________________
Name:______________________________
Title:_____________________________
