Exhibit 10.66
SUPPORT AGREEMENT
This Support Agreement (the "AGREEMENT") is made as of this 9TH day of
August, 2002, by and among ____________________________ ("EMPLOYEE"), FM
PRECISION GOLF MANUFACTURING CORP., a Delaware corporation ("FMM"), FM PRECISION
GOLF SALES CORP., a Delaware corporation ("FMS"), ROYAL PRECISION, INC., a
Delaware corporation ("RP"), ROYAL GRIP, INC., a Nevada corporation ("ROYAL
GRIP"), ROYAL GRIP HEADWEAR CORPORATION, a Nevada corporation ("HEADWEAR") (FMM,
FMS, Royal Grip and Headwear are herein collectively called "BORROWERS" and
Borrowers and RP are hereafter called "SUPPORT ENTITIES"), and XXXXX FARGO
BUSINESS CREDIT, INC., a Minnesota corporation ("LENDER").
RECITALS:
A. FMM and FMS are entering into an Amended and Restated Credit and
Security Agreement with Lender of even date hereof (the "PRECISION CREDIT
AGREEMENT"). Royal Grip and Headwear are entering into a Second Amended and
Restated Credit and Security Agreement with Lender of even date hereof (the
"ROYAL GRIP CREDIT AGREEMENT"). RP is the owner of all of the issued and
outstanding stock of each of the Borrowers and will be economically benefited by
the grant of credit by Lender to Borrowers pursuant to the Precision Credit
Agreement and the Royal Grip Credit Agreement.
B. Employee is employed by one or more of the Support Entities and fulfills
tasks on behalf of all of the Support Entities as part of his employment
responsibilities. Employee is fully familiar with the business and financial
affairs of all of the Support Entities as a result of his employment with one or
more of the Support Entities.
C. Employee and the Support Entities are entering into this Agreement to
induce Lender to enter into the Precision Credit Agreement and the Royal Grip
Credit Agreement. Lender is unwilling to enter into the Precision Credit
Agreement and the Royal Grip Credit Agreement without the assurances of Employee
and the Support Entities contained in this Agreement.
AGREEMENTS:
In consideration of the recitals and mutual agreements contained herein,
the parties agree:
1. For purposes of this Agreement a "COLLATERAL DISPOSAL DATE" with respect
to either the Precision Credit Agreement or the Royal Grip Credit Agreement or
both, as applicable, is the date on which Lender has given notice of
acceleration of all of the Obligations under and as defined in the applicable
credit agreement and Lender has come into possession of any or all of the
tangible Collateral (as that term is defined in the applicable credit agreement)
or is collecting the accounts receivable of any of the Borrowers (the
"ACCOUNTS") or is otherwise disposing of Collateral by reason of the occurrence
of an Event of Default under the Security Agreements (as defined in the
applicable credit agreement).
2. If, on a Collateral Disposal Date, Employee is in the employ of any of
the Support Entities, he will, for so long as he is so employed, provide
Assistance. For the purposes of this Agreement, "ASSISTANCE" shall mean that at
Lender's option and at Lender's request, Employee shall assist Lender in
disposing of the Collateral or collecting the Accounts, and that Employee shall
use reasonable efforts in good faith to obtain sales of the Collateral at the
best obtainable prices and terms and to collect the Accounts at their full face
value. The Support Entities which employ Employee will permit and direct
Employee to spend such time as Lender deems necessary to provide the Assistance.
3. If on a Collateral Disposal Date, or at any time within six months
thereafter, at Lender's option and at Lender's request, Employee shall enter
into Lender's employ for a period not to exceed six months for the sole purpose
of providing the Assistance.
4. Employee shall not be obligated to enter into Lender's employ if, on the
date Lender requests Employee to be employed by Lender, Employee is already
employed, or has an outstanding offer of employment, by an entity unrelated to
any of the Support Entities which makes Employee's employment by Lender
inconsistent with Employee's employment obligations to the unrelated entity.
5. If Lender employs Employee pursuant to this Agreement, Lender shall have
the right to terminate Employee's employment with Lender at any time on ten
business days' written notice for any cause or without cause.
6. If Employee receives an offer of employment by an entity unrelated to
any of the Support Entities, Employee will have the right to terminate
Employee's employment with Lender on ten days' written notice.
7. The sole compensation and remuneration of Employee for any employment by
Lender pursuant to this Agreement shall be a weekly salary paid at the same rate
as the annual salary (on a weekly basis) payable to such person by the Support
Entity or Entities on the first day of the calendar year in which such
commencement is to occur, or if such commencement is to occur within the first
calendar quarter, on June 1 of the immediately preceding calendar year. Such
compensation shall be prorated for partial weeks of service.
8. In connection with such employment, Employee shall not have any
authority to bind Lender, except such specific authority as Lender may grant in
writing.
9. In the event of the death, mental or physical incapacity, or termination
by Lender of employment of Employee, the Support Entities, jointly and
severally, shall be responsible for obtaining a replacement for such person and
the Support Entities shall use reasonable efforts in good faith to cause such
replacement to execute a support agreement substantially in the form of this
Agreement.
10. This Agreement shall remain in full force and effect so long as either
the Precision Credit Agreement or the Royal Grip Credit Agreement is outstanding
or until otherwise agreed by an amendment hereto signed by Lender and Employee.
11. The provisions of this Agreement are declared to be severable. If any
provision of this Agreement shall be held to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement.
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12. Employee and the Support Entities waive notice of Lender's acceptance
hereof.
13. Each party agrees to execute, acknowledge and deliver such other and
further documents, instruments and statements as may be necessary to carry out
the intent and provisions of this Agreement and to comply with all applicable
laws, rules and regulations.
14. If there is any arbitration or litigation by or among the parties to
enforce or interpret any provision of this Agreement or any rights arising
hereunder, the unsuccessful party in such arbitration or litigation, as
determined by the arbitrator or court, shall pay to the successful party, as
determined by the arbitrator or court, all costs and expenses, including without
limitation attorneys' fees and costs, incurred by the successful party, such
costs and expenses to be determined by the arbitrator or court sitting without a
jury.
15. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
permitted assigns.
16. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Arizona, without the application of any law of
conflicts of laws that would require or permit the application of the laws of
any other jurisdiction.
17. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original but all of which taken together shall constitute one
and the same instrument. A faxed signature by any of the parties on this
Agreement will be deemed an original signature, and will be fully binding upon
such party.
DATED as of the date first above written.
FM PRECISION GOLF MANUFACTURING CORP.
By
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Name:
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Title:
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FM PRECISION GOLF SALES CORP.
By
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Name:
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Title:
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ROYAL GRIP, INC.
By
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Name:
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Title:
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ROYAL GRIP HEADWEAR COMPANY
By
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Name:
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Title:
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ROYAL PRECISION, INC.
By
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Name:
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Title:
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XXXXX FARGO BUSINESS CREDIT, INC.
BY /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Officer
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