Exhibit 10.8 Security Agreement between Ajay and its subsidiaries, as debtors,
and the Registrant and its subsidiaries, as secured parties.
SECURITY AGREEMENT
DATE: Effective July 14, 1997
BETWEEN: AJAY SPORTS, INC., a Delaware corporation and
AJAY LEISURE PRODUCTS, INC., a Delaware corporation
AJAY LEISURE DE MEXICO C.V. DE S.A., a Mexicali, Mexico corporation
PALM SPRINGS GOLF, INC., a Colorado corporation
0000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
LEISURE LIFE, INC., a Tennessee corporation
000 0xx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
(collectively, the "Debtors")
AND: XXXXXXXX CONTROLS, INC., a Delaware corporation
on its own behalf and on behalf of its subsidiaries, XXXXXXXX CONTROLS
INDUSTRIES, INC., AGROTEC XXXXXXXX, INC., APTEK XXXXXXXX, INC.,
GEOFOCUS, INC., XXXXXX XXXXXXXX, INC., KENCO XXXXXXXX, INC., NESC
XXXXXXXX, INC., PREMIER PLASTIC TECHNOLOGIES, INC., WACCAMAW WHEEL
XXXXXXXX, INC., XXXXXXXX TECHNOLOGIES, INC., XXXXXXXX WORLD TRADE,
INC., XXXXXXXX AUTOMOTIVE, INC. AND TECHWOOD XXXXXXXX, INC.
00000 X.X. 00xx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, CFO
(collectively, the "Secured Party")
1. GRANT OF SECURITY INTEREST. For valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and to secure
payment and performance of the obligations described in Section 2, Debtors
hereby grant to Secured Party, a security interest in and to the following
(collectively, the "Collateral"):
(a) all of Debtors' inventory (including finished inventory,
work-in-process, and raw materials), equipment, machinery, furniture and
fixtures, vehicles, supplies, all accounts
(including all rights under contracts to sell or lease goods or equipment or
to render services, whether or not earned by performance, which are not
evidenced by an instrument or chattel paper), contract rights, drafts,
acceptances, notes, securities and other instruments, all chattel paper,
documents, records, computer software and data general intangibles and other
forms of receivables, and all guaranties and securities therefor, including
without limitation the property described below, now owned or hereafter
acquired by Debtors, as well as the products and proceeds thereof:
(i) any and all patents, copyrights, registered and common
law trademarks, trade names, service marks, service names, slogans, assumed
names and other similar rights owned by Debtors or which they have the right
to use in the conduct of their respective businesses, including, without
limitation, any rights to Debtors' trade names;
(ii) all claims, causes of action, and other rights of
Debtors that relate in any way to the ownership, operation, use, or lease of
any of the Collateral;
(iii) all rents, income, receipts, revenues, issues, profits
and other income, liens, and security interests of any nature to which
Debtors may now be or shall hereafter become entitled arising from the
Collateral; and
(b) all equipment, fixtures, and goods described on Exhibit A as
it may from time to time be amended to include additional equipment,
fixtures, and goods, together with all accessions, parts, additions,
substitutions, and replacements affixed thereto, as well as the products and
proceeds thereof.
2. OBLIGATIONS SECURED. This Agreement is given to secure (a)
performance of the covenants and agreements hereinafter made, (b) payment of
all indebtedness now or hereafter owing to Secured Party by Debtors,
including, without limitation, performance of the covenants and agreements
under (a) that certain Consent, Reaffirmation and Release Agreement dated
July 14, 1997 by and among United States National Bank of Oregon ("US Bank"),
Secured Party and Debtors and the related promissory note dated July 14, 1997
in the initial principal amount of $2,340,000 made by Ajay Sports, Inc. in
favor of US Bank (collectively, the "US Bank Term Loan"); (b) any and
renewals and extensions of the foregoing instruments, whether or not
evidenced by new or additional instruments; (c) performance of the covenants
and provisions in all other agreements, certificates, guaranties, or other
documents executed by Debtors in connection with the US Bank Term Loan; (d)
full performance of Debtors' joint and several obligations with Secured Party
under the joint credit facility dated July 11, 1997 by and among Xxxxx Fargo
Bank, National Association, as lender, and Debtors and Secured Party as
borrowers; (e) full performance or repayment of any and all obligations of
Debtors to Secured Party resulting from advances, either direct or indirect,
to Debtor by Secured Party and any other obligations incurred, either direct
or indirect, for the benefit of Debtors by Secured Party, and (e) payment of
all costs, expenses and reasonable attorney fees at trial, on appeal, or in
any bankruptcy proceeding incurred by Secured Party in enforcing the debts,
obligations and
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liabilities of Debtors and in preserving, handling, protecting, collecting,
foreclosing, disposing and otherwise realizing on any and all security
therefor.
Notwithstanding any provision contained herein as to the rights of
Secured Party hereunder, Secured Party shall take no action, including,
without limitation, enforcement of any of its rights with respect to the
Collateral that would be in conflict with or contrary to the rights of either
of US Bank or Xxxxx Fargo Bank as to the Collateral under the US Bank Term
Loan or the Xxxxx Fargo Credit Facility, it being understood and agreed by
the Secured Party that its rights hereunder are and shall remain subordinate
to the rights of US Bank and/or Xxxxx Fargo until Debtors' obligations to
them are paid in full in accordance with the terms of the US Bank Term Loan
and the Xxxxx Fargo Credit Facility.
3. WARRANTIES, REPRESENTATIONS AND COVENANTS OF DEBTORS. Each Debtor
represents, warrants and covenants as follows:
(a) Except for Permitted Liens (as defined below): (i) It will
keep its portion of the Collateral free and clear of any lien, encumbrance or
security interest; (ii) It will not mortgage, pledge, grant, or permit to
exist a security interest or lien upon any of the Collateral, now owned or
hereafter acquired by it; (iii) It is, and as to portions of the Collateral
it acquires after the date hereof, it will be, the sole owner of the
Collateral, free from any adverse lien, security interest, or adverse claim
of any kind whatsoever, except for claims of persons claiming solely by,
through or under Secured Party. "Permitted Liens" means (i) liens arising by
operation of law for taxes, assessments or governmental charges not yet due;
(ii) statutory liens of mechanics, materialmen, shippers, warehousemen,
carriers and other similar persons for services or materials arising in the
ordinary course of business for which payment is not yet due; (iii)
non-consensual liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security; (iv) liens for taxes or statutory liens of
mechanics, materialmen, shippers, warehousemen, carriers and other similar
persons for services or materials which are due but are being contested in
good faith and by appropriate and lawful proceedings promptly initiated and
diligently conducted and for which reserves satisfactory to Secured Party
have been established; (v) liens listed on SCHEDULE I, (vi) liens in favor of
Secured Party; (vii) liens in favor of United States National Bank of Oregon;
and (viii) liens in favor of Xxxxx Fargo Bank, National Association created
in connection with the Xxxxx Fargo Credit Facility. No financing statement or
other instrument affecting the Collateral, or rights therein, bearing the
signature of, or otherwise authorized by, Debtor is on file in any public
filing office, other than those giving rise to Permitted Liens. Debtor will
notify Secured Party of any claim or demand against the Collateral and will
defend the Collateral against all claims and demands of all persons at any
time claiming the same or any interest therein, other than those persons
whose claims or demands are based on Permitted Liens, and other than those
persons claiming solely by, through or under Secured Party.
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(b) Debtors' equipment and inventory are located in the States of
Wisconsin and Tennessee and/or in Mexicali, Mexico. Each Debtor will notify
Secured Party in the event it opens places of business in other states or
comes to have Collateral located in other states. The Collateral is not used
or bought for personal, family or household purposes.
(c) Debtors' principal place of business is in Delavan, Wisconsin
except that Debtor Leisure Life, Inc.'s principal place of business is
located in Baxter, Tennessee and Debtor Ajay Leisure De Mexico C.V. de S.A.'s
principal place of business is in Mexicali, Mexico. Debtor will not move its
principal place of business outside its present location. Debtor will not do
business under any assumed business names except those of which Debtor has
notified Secured Party in writing of the adoption or change of any assumed
business name, and will, upon request of Secured Party, execute any
additional financing statements or other certificates necessary to reflect
the adoption or change in such name or names.
(d) Debtor will not sell, lease, transfer or otherwise dispose of
any interest in any Collateral (other than in the ordinary course of
business) without the prior written consent of Secured Party.
(e) Debtor will keep the Collateral in good condition and repair,
and will not misuse, abuse, destroy, or allow to deteriorate or waste the
Collateral or any part thereof, except for ordinary wear and tear of its
normal and excepted use in Debtor's business. Debtor will not use any of the
Collateral in violation or any governmental law, rule, or regulation.
Secured Party or its designee may examine and inspect the Collateral at all
reasonable times, wherever located, and for that purpose is authorized by
Debtor to enter any place or places where any part of the Collateral may be.
(f) Debtor will keep the Collateral fully insured against loss or
damage by fire, theft, collision, and such other hazards.
(g) Debtor will pay promptly when due all taxes, license fees, and
assessments on the Collateral. Debtor may withhold payment of any tax,
license fee, or assessment in connection with a good faith dispute over the
obligation to pay, so long as Secured Party's interest in the Collateral is
not jeopardized. If a lien arises or is filed as a result of nonpayment,
Debtor shall within 20 days after the lien arises or, if a lien is filed,
within 15 days after Debtor has notice of the filing, secure the discharge of
the lien or deposit with Secured Party cash or a sufficient corporate surety
bond or other security satisfactory to Secured Party in an amount sufficient
to discharge the lien plus any costs, attorney fees, or other charges that
could accrue as a result of a foreclosure or sale under the lien.
(h) Debtor will promptly execute any document, alone or with
Secured Party, procure any document, give any notices, do all other acts, and
pay all costs associated with the foregoing that Secured Party determines are
necessary to protect the Collateral against rights, claims or interest of
third parties (except those arising from Permitted Liens or those claiming
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solely by, through or under Secured Party) and will otherwise preserve the
Collateral as security hereunder.
(i) Debtor will not assert against Secured Party any claim or
defense which Debtor may have against any other person with respect to the
Collateral or any part thereof.
(j) Until foreclosure, Debtor will indemnify, defend and hold
Secured Party harmless from and against any loss, liability, damage, cost and
expense whatsoever arising from the use, operation, ownership or possession
of the Collateral or any part thereof.
(k) Debtor shall promptly replace any material loss, theft, damage
or destruction of any Collateral; provided that if all insurance proceeds
covering such loss, theft, damage or destruction are promptly applied to the
reduction of indebtedness under the Note, then such failure to replace shall
not constitute an Event of Default.
(l) At such time as the US Bank Term Loans are repaid and the
security interests and financing statements related thereto are terminated,
Debtors promptly will deliver to Secured Party all appropriate financing
statements and such other documents or instruments as Secured Party may
reasonably request to perfect the Security Interest created hereby which will
be subordinate only to the security interests granted in connection with the
Xxxxx Fargo Credit Facility.
4. PRESERVATION OF COLLATERAL BY SECURED PARTY. If Debtors should fail
to make any payment, perform or observe any other covenant, obligation or
agreement, or take any other action which Debtors are obligated hereunder to
make, perform, observe, take or do, then Secured Party may, at Secured
Party's sole discretion, without notice to or demand upon Debtors and without
releasing Debtors from any obligation, covenant, or agreement hereof, make,
perform, observe, take or do the same in such manner and to such extent as
Secured Party may deem necessary to protect the security interest in or the
value of the Collateral. Furthermore, Secured Party, in its sole discretion,
may commence, appear or otherwise participate in any action or proceeding
purporting to affect Secured Party's security interest in or the value or
ownership of the Collateral. All sums expended or incurred by Secured Party
pursuant to the foregoing authorizations (including reasonable attorney fees)
shall be secured hereby and shall be due and payable within ten days after
demand and shall bear interest from the date of expenditure until the date of
reimbursement at two percent above the prime lending rate of Xxxxx Fargo
Bank, National Association.
5. USE OF COLLATERAL BY DEBTOR. So long as no Event of Default shall
have occurred, Debtors may have possession of the Collateral (other than
instruments delivered to Secured Party pursuant to this Agreement) and may
use the Collateral in any lawful manner not inconsistent with any other
agreement or policy of insurance which affects the Collateral. Secured Party
acknowledges and agrees that any buyer in the ordinary course of Debtors'
businesses takes free of Secured Party's security interest.
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6. EVENTS OF DEFAULT. TIME IS OF THE ESSENCE. Any of the following
shall constitute an event of default under this Agreement ("Event of
Default"):
(a) An Event of Default shall occur under this Agreement, the US
Bank Term Loans or any other agreement to which Debtors are party;
(b) Secured Party receives any evidence that any Debtor has taken
any action that is contrary to its grant to Secured Party of a security
interest in the Collateral, and such default is not remedied within 20 days
after notice to Debtor by Secured Party;
(c) Debtor fails to perform or observe any covenant, agreement,
term, or promise contained herein or in any other agreement with Secured
Party to which Debtor is a party, and such performance or observance is not
remedied within 20 days from the earlier of the time an officer or director
of Debtor obtains actual acknowledge thereof or notice from Secured Party or
the Banks;
(d) Any representation, warranty, or statement made herein proves
to have been false or misleading in any material respect as of the time made;
or
(e) Material loss, theft, destruction or disappearance of, or
damage to, the Collateral, and such Collateral is not replaced within 20 days
of such event (or such additional time as may be necessary to replace such
Collateral by the exercise of reasonable diligence) or all insurance proceeds
covering such loss, theft, destruction or disappearance are not promptly
applied to the reduction of any indebtedness to US Bank, Xxxxx Fargo or
Secured Party, as appropriate.
7. REMEDIES UPON DEFAULT.
(a) Upon the occurrence of any Event of Default, Secured Party
may, at its option and in addition to any other remedies provided by law, in
this Agreement or in any other agreement with Secured Party to which Debtor
is a party, do any one or more of the following, successively or concurrently:
(i) Declare all indebtedness secured hereby to be
immediately due and payable.
(ii) Either personally, or by means of a court appointed
receiver, take possession of all or any of the Collateral and exclude
therefrom Debtors and all others claiming under Debtors, and thereafter hold,
store, use, operate, manage, lease, maintain and control the Collateral, make
repairs, replacements, alterations, additions and improvements to the
Collateral and exercise all rights and powers of Debtors with respect to the
Collateral or any part thereof. Debtors hereby expressly waive any
requirement that Secured Party or the receiver post a bond upon such
appointment. If Secured Party demands or attempts to take possession of the
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Collateral in the exercise of any rights under this Agreement, Debtors shall
turn over promptly and deliver complete possession thereof to Secured Party.
(iii) Without notice to or demand upon Debtors, make such
payments and do such acts as Secured Party may deem necessary to protect
Secured Party's security interest in the Collateral, including without
limitation, (1) paying, purchasing, contesting or compromising any
encumbrance, charge or lien which is prior to or superior to the security
interest granted hereunder, and in exercising any such powers or authority to
pay all expenses incurred in connection therewith, and (2) in exercising its
rights under this Section 7, collect, compromise, endorse, sell, or otherwise
deal with Collateral or proceeds thereof in its own name or that of Debtors,
with full power to endorse any certificates of title.
(iv) Require Debtors to deliver to Secured Party all
original documents, drafts, acceptances, notes, securities, other instruments
and chattel paper. If any of the chattel paper covers property that is
covered by certificates of title, then Debtors shall also deliver such
certificates.
(v) Require Debtors to assemble the Collateral, or any
portion thereof, at a place designated by Secured Party and reasonably
convenient to both parties, and promptly to deliver such Collateral to
Secured Party or its designee. Secured Party, and its agents and
representatives and designees, shall have the right to enter upon any or all
of Debtors' premises and property to exercise Secured Party's rights
thereunder.
(vi) Notify account debtors or lessees of any Collateral
that the Collateral has been assigned to Secured Party and the proceeds,
lease payments, or other payments thereon shall be paid to Secured Party.
Upon request of Secured Party, Debtors will also promptly notify account
debtors and will indicate on all xxxxxxxx to account debtors that the
accounts are payable to Secured Party, and will promptly notify lessees of
Collateral that all lease payments are payable to Secured Party. Any and all
proceeds thereafter received by Debtors shall be turned over to Secured Party
daily in the exact form in which they are received.
(vii) Foreclose on the Collateral as herein provided or in
any manner permitted by law, and exercise any and all lawful rights and
remedies conferred upon Secured Party by Debtor in connection with the
indebtedness secured hereby, either concurrently or in such order as Secured
Party may determine; and sell or cause to be sold in such order as Secured
Party may determine, as a whole or in such parcels as Secured Party may
determine, the Collateral without affecting in any way other rights or
remedies to which Secured Party may be entitled.
(viii) Sell, lease or otherwise dispose of the Collateral at
public sale, without having the Collateral at the place of sale, and upon
terms and in such manner as Secured Party may determine. Secured Party, or
any Debtor may be a purchaser at any sale.
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(ix) Exercise any remedies of a secured party under the
Uniform Commercial Code of Wisconsin and/or Tennessee and of any other state
in which Collateral is located.
(b) Unless the Collateral is perishable or threatens to decline
rapidly in value or is of a type customarily sold on a recognized market,
Secured Party shall give Debtor at least ten days' prior written notice of
the time and place of any intended public sale or of the time after which any
intended private sale or other disposition of the Collateral is to be made,
which notice shall be deemed reasonable.
(c) In the event of a public or private sale of the Collateral,
the proceeds, after payment therefrom of Secured Party's reasonable expenses
of sale, reasonable attorney fees and other legal expenses incurred in
connection therewith, shall be applied in satisfaction of the obligations
secured hereby, and any surplus remaining shall be paid by Secured Party to
Debtor. If proceeds applied to such obligations are insufficient to pay the
same in full, Debtors shall be jointly and severally liable for any
deficiency and shall promptly pay the same to Secured Party. Any
repossession or retaking or sale of the Collateral pursuant to the terms
hereof shall not operate to release Debtors until full payment of any
deficiency has been made in cash.
8. PAYMENT OF COSTS OF COLLECTION. In case of an Event of Default, or
in case litigation is commenced to enforce or construe any term of this
Agreement or any other instrument evidencing indebtedness of Debtors to
Secured Party or of any other document or agreement executed hereunder, the
losing party will pay to the prevailing party such amounts as shall be
sufficient to cover the cost and expense of collection or enforcement,
including, without limitation, reasonable attorney's fees and costs at trial,
on appeal, and in any bankruptcy proceeding.
9. POWER OF ATTORNEY. Debtors do hereby irrevocably appoint Secured
Party as their attorney-in-fact, with full power of substitution, upon the
occurrence of an Event of Default, to execute any document or instrument,
including any proofs of claim, to endorse any draft or other instrument for
the payment of money, to execute releases, to negotiate settlements, to
cancel any insurance referred to herein and to do all other things necessary
or required to effect a settlement under any insurance policy or to take any
action or perform any obligation or enforce any right with respect to the
Collateral Debtors would have the right or power to do, all of which actions
may be taken in Secured Party's own name. Secured Party agrees to give
Debtors notice of any actions it has taken pursuant to its appointment as
attorney-in-fact within a reasonable time after such action is taken, it
being understood that the failure to give such notice will not revoke Secured
Party's appointment as attorney-in-fact or invalidate any actions taken in
such capacity. This power of attorney is a power coupled with an interest
which cannot be revoked until payment in full of the whole amount then due
and unpaid of the indebtedness of Debtor to Secured Party.
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10. MISCELLANEOUS.
(a) NOTICES. All notices or other communications required or
permitted hereunder shall be given to the appropriate party or parties and
shall be effective as provided in the Xxxxx Fargo Credit Facility; provided,
that, notices given to or by US Bank shall be given as provided in the US
Bank Term Loan.
(b) REMEDIES CUMULATIVE. Any and all remedies herein expressly
conferred upon Secured Party shall be deemed cumulative with and not
exclusive of any other remedy conferred hereby or by law on Secured Party,
and the exercise of any one remedy shall not preclude the exercise of any
other.
(c) WAIVER. Secured Party shall not be deemed to have waived any
power, right or remedy under this or any other agreement executed by Debtors
unless the waiver is in writing signed by Secured Party. No delay in
exercising Secured Party's power, right or remedy shall be a waiver nor shall
a waiver on one occasion operate as a waiver of such power, right or remedy
on a future occasion.
(d) FURTHER ASSURANCES. Debtors will join with Secured Party in
executing, filing and doing whatever may be necessary under applicable law to
perfect and continue Secured Party's security interest in the Collateral now
owned or hereafter acquired by Debtors, all at Debtors' expense.
(e) ATTORNEYS FEES. If Secured Party exercises its rights or
remedies under this Agreement or under the Uniform Commercial Code, Debtor
agrees to pay all costs, expenses and reasonable attorney fees as the trial
court or any appellate court may adjudge reasonable in any matter arising
from or related to this Agreement, including claims and adversary proceedings
in bankruptcy.
(f) SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by
Debtors without the prior written consent of Secured Party. This Agreement
shall be binding upon and shall inure to the benefit of the parties and their
permitted respective successors and assigns. The US Bank Term Loans
constitute a separate instrument and may be negotiated, extended or renewed
by Secured Party without releasing Debtor, the Collateral, or any guarantor
or co-maker.
(g) VALIDITY; SEVERABILITY. If any provision of this Agreement is
held to be invalid, such event shall not affect, in any respect whatsoever,
the validity of the remainder of this Agreement, and the remainder shall be
construed without the invalid provision so as to carry out the intent of the
parties to the extent possible without the invalid provision.
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(h) EXHIBITS AND SCHEDULES. Any exhibits or schedules attached to
this Agreement and referred to herein are incorporated in this Agreement as
if they were fully set forth in the text hereof.
(i) GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Oregon.
(j) COUNTERPARTS; HEARINGS. This Agreement may be executed in
several counterparts, each of which shall be deemed an original, but such
counterparts shall together constitute but one and the same Agreement.
Section headings in this Agreement are inserted for convenience of reference
only and shall not constitute a part hereof.
(k) AMENDMENT. This agreement can be modified or terminated only
by a writing signed by Secured Party and Debtors.
(l) TERM OF SECURITY AGREEMENT. This Agreement shall remain in
full force and effect as long as any indebtedness of Debtors to Secured Party
remains unpaid or outstanding.
(m) CAPITALIZED TERMS. Capitalized terms not defined herein shall
have the respective meanings ascribed thereto in the US Bank Term Loans or
the Xxxxx Fargo Credit Facility.
(n) INCLUDE. The terms "include," "including," and similar terms
shall be construed as if followed by the phrase "without limitation."
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
SECURED PARTY:
XXXXXXXX CONTROLS, INC., a Delaware
corporation, on its own behalf and as
agent on behalf of its subsidiaries,
Xxxxxxxx Controls Industries, Agrotec
Xxxxxxxx, Inc., Aptek Xxxxxxxx, Inc.,
GeoFocus, Inc., Xxxxxx Xxxxxxxx, Inc.,
Kenco Xxxxxxxx, Inc., NESC Xxxxxxxx, Inc.,
Premier Plastic Technologies, Inc.,
Waccamaw Wheel Xxxxxxxx, Inc., Xxxxxxxx
Technologies, Inc., Xxxxxxxx World
Trade, Inc., Xxxxxxxx Automotive, Inc.
and Techwood Xxxxxxxx, Inc.
By /s/ Xxxxxx X Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx, CFO
DEBTORS:
AJAY SPORTS, INC.
By /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxxx
Chief Financial Officer
AJAY LEISURE PRODUCTS, INC.
By /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxxx
Chief Financial Officer
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LEISURE LIFE, INC.
By /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxxx
Chief Financial Officer
PALM SPRINGS GOLF, INC.
By /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxxx
Chief Financial Officer
AJAY LEISURE DE MEXICO D.V. DE S.A.
By /s/ Xxxxxxxx X. Xxxx
--------------------------------------
Xxxxxxxx X. Xxxx
Sole Administrator
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EXHIBIT A
(Description of the Equipment, Fixtures and Goods of Each Debtor
Identified by Debtor)
13
SCHEDULE I
(ATTACH SCHEDULE I FROM XXXXX FARGO CREDIT AGREEMENT)
14
