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EXHIBIT 10.3.17
SEVENTH AMENDMENT TO FINANCING AGREEMENT
THIS SEVENTH AMENDMENT TO FINANCING AGREEMENT (this
"Amendment") is made and entered as of March 17, 1998, by and between STAR
BANK, NATIONAL ASSOCIATION, a national banking association ("Bank"), and FM
PRECISION GOLF MANUFACTURING CORP., a Delaware corporation, and FM PRECISION
GOLF SALES CORP., a Delaware corporation (collectively, "Borrowers").
PRELIMINARY STATEMENTS
A. Borrowers and Bank have entered into a Financing Agreement
dated as of May 31, 1996, as amended by (i) a First Amendment to Financing
Agreement dated as of January 29, 1997, (ii) a Second Amendment to Financing
Agreement dated as of August 20, 1997, (iii) a Third Amendment to Financing
Agreement dated as of November 10, 1997, (iv) a Fourth Amendment to Financing
Agreement dated as of January 6, 1998, (v) a Fifth Amendment to Financing
Agreement dated as of January 13, 1998, and a Sixth Amendment to Financing
Agreement dated as of January 21, 1998 (as amended, the "Financing Agreement").
Capitalized terms used, but not defined, in this Amendment which are defined in
the Financing Agreement will have the meanings given to them in the Financing
Agreement.
B. Bank and Borrowers desire to amend the Financing Agreement
on and subject to the terms and conditions set forth in this Amendment.
STATEMENT OF AMENDMENT
In consideration of the mutual covenants and agreements set
forth in this Amendment, and for other good and valuable consideration, Bank and
Borrowers hereby agree as follows:
1. AMENDMENT OF EXHIBIT 10.29. Subject to the satisfaction of
the conditions of this Amendment, Exhibit 10.29 to the Financing Agreement is
amended in its entirety by substituting therefor the Exhibit 10.29 which is
attached hereto as Exhibit A.
2. REAFFIRMATION OF CORPORATE GUARANTY. As a condition of this
Amendment, Borrowers will cause Corporate Guarantor to execute and deliver to
Bank the Reaffirmation of Corporate Guaranty set forth at the end of this
Amendment.
3. OTHER DOCUMENTS. As a condition of this Amendment,
Borrowers will execute and deliver, or cause to be executed and delivered, to
Bank such other documents, instruments and agreements deemed necessary or
desirable by Bank to effect the amendments to Borrowers' credit facilities with
Bank contemplated by this Amendment.
4. REPRESENTATIONS. To induce Bank to accept this Amendment,
Borrowers hereby represent and warrant to Bank as follows:
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4.1 Each of Borrowers has full power and authority to
enter into, and to perform its obligations under, this Amendment, and the
execution and delivery of, and the performance of its obligations under and
arising out of, this Amendment have been duly authorized by all necessary
corporate action.
4.2 This Amendment constitutes the legal, valid and
binding obligations of Borrowers enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally.
4.3 Borrowers' representations and warranties
contained in the Financing Agreement are complete and correct as of the date of
this Amendment with the same effect as though these representations and
warranties had been made again on and as of the date of this Amendment, subject
to those changes as are not prohibited by, or do not constitute Events of
Default under, the Financing Agreement.
5. COSTS AND EXPENSES. As a condition of this Amendment,
Borrowers will promptly on demand pay or reimburse Bank for the costs and
expenses incurred by Bank in connection with this Amendment, including, without
limitation, attorneys' fees.
6. RELEASE. Borrowers hereby release Bank from any and all
liabilities, damages and claims therefor arising from or in any way related to
the Loans, other than such liabilities, damages and claims which arise after the
execution of this Amendment. The foregoing release does not release or
discharge, or operate to waive performance by, Bank of its express agreements
and obligations stated in the Loan Documents on and after the date of this
Amendment.
7. DEFAULT. Any default by Borrowers in the performance of
Borrowers' obligations under this Amendment shall constitute an Event of Default
under the Financing Agreement.
8. CONTINUING EFFECT OF FINANCING AGREEMENT. Except as
expressly amended hereby, all of the provisions of the Financing Agreement are
ratified and confirmed and remain in full force and effect.
9. ONE AGREEMENT; REFERENCES. The Financing Agreement, as
amended by this Amendment, will be construed as one agreement. All references in
any of the Loan Documents to the Financing Agreement will be deemed to be
references to the Financing Agreement as amended by this Amendment.
10. COUNTERPARTS. This Amendment and the Reaffirmation of
Corporate Guaranty provided below may be executed in multiple counterparts, each
of which shall be an original but all of which together shall constitute one and
the same instrument.
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11. ENTIRE AGREEMENT. This Amendment sets forth the entire
agreement of the parties with respect to the subject matter of this Amendment
and supersedes all previous understandings, written or oral, in respect of this
Amendment.
IN WITNESS WHEREOF, Bank and Borrowers have executed this
Amendment to be effective as of the date in the opening paragraph of this
Amendment.
FM PRECISION GOLF
MANUFACTURING CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Chairman
FM PRECISION GOLF SALES CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Chairman
Accepted at Cincinnati, Ohio, as of March , 1998.
STAR BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
REAFFIRMATION OF CORPORATE GUARANTY
In satisfaction of the condition set forth in Section 2 of the
above Seventh Amendment to Financing Agreement (the "Amendment"), Corporate
Guarantor hereby consents to the Amendment and to the transactions contemplated
thereby, reaffirms the Corporate Guaranty, and acknowledges and agrees that it
is not released from its obligations under the
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Corporate Guaranty by reason of the Amendment and that the obligations of
Corporate Guarantor under the Corporate Guaranty extend to the Financing
Agreement and the other Loan Documents as amended by the Amendment. This
Reaffirmation of Corporate Guaranty shall not be construed, by implication or
otherwise, as imposing any requirement that Bank notify or seek the consent of
Corporate Guarantor to any past or future extension of credit, or modification,
extension or other action with respect thereto, in order for any such extension
of credit or modification, extension or other action with respect thereto to be
subject to the Corporate Guaranty, it being expressly acknowledged and
reaffirmed that Corporate Guarantor has under the Corporate Guaranty consented
to modifications, extensions and other actions with respect thereto without any
notice thereof. All capitalized terms used in this Reaffirmation of Corporate
Guaranty and not otherwise defined herein shall have the meanings ascribed
thereto in the Amendment.
IN WITNESS WHEREOF, Corporate Guarantor has executed this
Reaffirmation of Corporate Guaranty to be effective as of the date of the
Amendment.
ROYAL PRECISION, INC., formerly known
as FM Precision Golf Corp.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: President & CEO
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