ELEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT effective as of April 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 ten 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, during each period set forth below, the
lesser of $750,000 or the percentage set forth below 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 date set opposite such period below, and thereafter,
"Additional Amount" means $0.
Period Valuation Percentage
Date
April 1 - 16, 2000 March 31, 2000 85%
April 17 - 30, 2000 April 14, 2000 90%
May 1 - 7, 2000 April 28, 2000 95%
May 8 - 15, 2000 May 5, 2000 100%
2. Inventory Appraisal. Before May 15, 2000, Borrowers shall deliver to
Xxxxx Fargo an appraisal of the orderly liquidation value of all of
Borrowers' Inventory, said appraisal to be conducted by an appraiser
acceptable to Xxxxx Fargo and to be in form and substance acceptable
to Xxxxx Fargo. Borrowers' failure to deliver such an appraisal shall
constitute an Event of Default.
3. Accommodation Fee. As consideration for Xxxxx Fargo entering into this
Eleventh Amendment, Borrowers hereby agree to pay Xxxxx Fargo an
accommodation fee of $5,000 on ___________, 2000.
4. Effective Date. This Eleventh Amendment shall be effective as of April
1, 2000 upon the execution of this Eleventh Amendment by Borrowers and
Xxxxx Fargo.
5. Ratification. Except as otherwise provided in this Eleventh Amendment,
all of the provisions of the Agreement and the other Loan Documents
are hereby ratified and confirmed and shall remain in full force and
effect.
6. One Agreement. The Agreement, as modified by the provisions of this
Eleventh Amendment, shall be construed as one agreement.
7. Counterparts. This Eleventh 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. Delivery of an executed
signature page of this Eleventh Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart
hereof.
8. 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 Eleventh 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:_______________________________
