Amendment No. 3 to Note and Waiver
This Amendment to Note and Waiver ("Amendment"), made, delivered, and
effective as of March 15, 2000, by and between Pro Golf International, Inc.
("Borrower") and COMERICA BANK ("Bank").
WHEREAS, Borrower and Bank are parties to that certain Master Revolving Note in
the original principal amount of $8,500,000 dated June 22, 1999, as previously
amended by Amendment No. 1 to Note dated as of September ___, 1999 and Amendment
No. 2 to Note dated as of November 8, 1999 (as so amended, the "Note"); and
WHEREAS, Bank and Borrower further desire to amend the Note as set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained in this Amendment, Borrower and Bank agree as follows:
1. The reference to "March 15, 2000" in the first sentence of the Note is
deleted and "April 30, 2000" is inserted in lieu thereof. The indebtedness
outstanding under the Note shall now be due and payable in full on the
earlier of April 30, 2000 and DEMAND by Bank.
2. Borrower hereby acknowledges that the amendment fee required to be paid by
Borrower under the terms of paragraph 2 of Amendment No. 2 to Note dated as
of November 8, 1999 executed by Borrower and Bank ("Amendment No. 2") has not
been paid by Borrower. Bank hereby waives the requirement that Borrower pay
such fee to Bank. The parties hereby agree that the provisions of paragraph 2
of Amendment No. 2 (including, without limitation, subparagraphs a. through
d. thereof) are hereby terminated and of no further force and effect.
3. In consideration of the amendments and waivers set forth in paragraphs 1 and
2 above, Borrower shall pay Bank on or before April 30, 2000, a
non-refundable amendment and waiver fee of $250,000 ("Amendment Fee") which
fee shall be deemed fully earned upon execution of this Amendment. In no
event shall Borrower be entitled to any rebate or refund of all or any
portion of the Amendment Fee.
4. Borrower is responsible for all costs incurred by Bank, including without
limit reasonable attorney fees, with regard to the preparation and execution
of this Amendment.
5. The execution of this Amendment shall not be deemed to be a waiver of any
Default or Event of Default.
6. All the terms used in this Amendment which are defined in the Note shall have
the same meaning as used in the Note, unless otherwise defined in this
Amendment.
7. Borrower waives, discharges, and forever releases Bank, Bank's employees,
officers, directors, attorneys, stockholders, and their successors and
assigns, from and of any and all claims, causes of action, allegations or
assertions that Borrower has or may have had at any time up through and
including the date of this Amendment, against any or all of the foregoing,
regardless of whether any such claims, causes of action, allegations or
assertions are known to Borrower or whether any such claims, causes of
action, allegations or assertions arose as result of Bank's actions or
omissions in connection with the Note, or any amendments, extensions or
modifications thereto, or Bank's administration of the debt evidenced by the
Note or otherwise.
8. This Amendment is not an agreement to any further or other amendment of the
Note. This Amendment shall become effective upon execution by the parties and
payment by Borrower of the amendment fee required under paragraph 2 above.
Nothing set forth in this Amendment is intended nor shall be deemed to modify
the demand basis of the Note and Borrower acknowledges and agrees that Bank,
with or without reason and without notice, may demand that the Note be
immediately paid in full. Nothing set forth in this Amendment shall
constitute a commitment on the part of Bank to refinance any of the
indebtedness outstanding under the Note or otherwise extend any credit
facility to Borrower.
9. Borrower expressly acknowledges and agrees that except as expressly amended
in this Amendment, the Note, as amended, remains in full force and effect and
is ratified, confirmed and restated.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment on
the date set forth above.
Name(s) of Borrower(s): Pro Golf International, Inc.
By:_______________________________ By:__________________________________
SIGNATURE OF SIGNATURE OF
Its:______________________________ Its:_________________________________
TITLE (IF APPLICABLE) TITLE (IF APPLICABLE)
COMERICA BANK
By:______________________________________
SIGNATURE OF
Its:______________________________________
TITLE
The above Amendment No. 3 to Note and Waiver is consented to by the undersigned
Guarantors as of March 15, 2000.
Ajay Sports, Inc.
Xxxxxxxx Partners, Inc.
Pro-Golf of America, Inc.
Colorado Ridge Corporation
Acrodyne Corporation
By:____________________________________________
Xxxxxx X. Xxxx, President of each of the above entities
TICO
By:____________________________________________
Xxxxxx X. Xxxx, Managing Partner
SICO
By:____________________________________________
Xxxxxxx X. Xxxx, Managing Partner
-----------------------------------------------
Xxxxxx X. Xxxx, individually
-----------------------------------------------
Xxxxxxx X. Xxxx, individually
