NINTH AMENDMENT TO CREDIT AGREEMENT
THIS NINTH AMENDMENT TO CREDIT AGREEMENT effective as of February 1, 2000,
by and among AJAY SPORTS, INC., a Delaware corporation, LEISURE LIFE, INC., a
Tennessee corporation, PALM SPRINGS GOLF, INC., a Colorado corporation, AJAY
LEISURE PRODUCTS, INC., a Delaware corporation, and PRESTIGE GOLF CORP., a
Delaware corporation, (each individually referred to as "Borrower" and all
collectively referred to as "Borrowers"), and XXXXX FARGO CREDIT, INC. ("Xxxxx
Fargo").
RECITALS
Borrowers and Xxxxx Fargo are parties to that certain Credit Agreement
dated as of June 30, 1998, as amended by eight prior amendments ("Agreement").
Borrowers and Xxxxx Fargo desire to revise the Agreement in the manner set forth
herein. All capitalized terms used herein and not otherwise defined herein shall
have the meaning attributed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises of
the parties contained herein, Borrowers and Xxxxx Fargo agree as follows:
1. Revised Definition. The definition of "Additional Amount" is hereby
amended in its entirety to read as follows:
"Additional Amount" means, between February 1, 2000 and February 29,
2000, the lesser of $750,000 or 85% of the market value of the 306,719
shares of Xxxxxxxx Controls, Inc. stock pledged to Xxxxx Fargo as
Collateral based on the list price on Nasdaq at the close of business on
the most recent Friday. After January 31, 2000, "Additional Amount" shall
mean $0.
2. Accommodation Fee. As consideration for Xxxxx Fargo entering into this
Ninth Amendment, Borrowers hereby agree to pay Xxxxx Fargo an
accommodation fee of $4,000 on March 1, 2000.
3. Effective Date. This Ninth Amendment shall be effective as of February
1, 2000 upon: (i) the execution of this Ninth Amendment by Borrowers
and Xxxxx Fargo; and (ii) execution and delivery by Acrodyne
Corporation, a Michigan corporation, to Xxxxx Fargo of the Pledge
Agreement between Pledgor and Xxxxx Fargo and delivery of the 150,000
shares of the common stock of Xxxxxxxx Controls, Inc. which are the
subject of the Pledge Agreement.
4. Ratification. Except as otherwise provided in this Ninth Amendment,
all of the provisions of the Agreement are hereby ratified and
confirmed and shall remain in full force and effect.
5. One Agreement. The Agreement, as modified by the provisions of this
Ninth Amendment, shall be construed as one agreement.
6. Counterparts. This Ninth Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be
deemed to be an original, and all of which when taken together shall
constitute one and the same agreement.
7. Oregon Statutory Notice.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY XXXXX
FARGO AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
XXXXX FARGO TO BE ENFORCEABLE.
IN WITNESS WHEREOF, the parties have executed this Ninth Amendment to
Credit Agreement as of the date first above written.
AJAY SPORTS, INC. LEISURE LIFE, INC.
By:________________________________ By:___________________________________
Title:_____________________________ Title:________________________________
PALM SPRINGS GOLF, INC. AJAY LEISURE PRODUCTS, INC.
By:________________________________ By:___________________________________
Title:_____________________________ Title:________________________________
PRESTIGE GOLF CORP. XXXXX FARGO CREDIT, INC.
By:________________________________ By:___________________________________
Title:_____________________________ Title:________________________________
