Exhibit 10.2
SEVENTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT
This Amendment, dated as of March 9, 2001, is made by and between ROYAL
GRIP, INC., a Nevada corporation, and ROYAL GRIP HEADWEAR COMPANY, a Nevada
corporation (collectively, jointly and severally, the "Borrower"), and XXXXX
FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender").
Recitals
The Borrower and the Lender have entered into that certain Amended and
Restated Credit and Security Agreement dated as of October 9, 1998, as amended
by that certain Amendment to an Amended and Restated Credit and Security
Agreement and Waiver of Defaults dated March 16, 1999, as amended by that
certain Second Amendment to Amended and Restated Credit and Security Agreement
and Waiver of Defaults dated April 13, 1999 as amended by that certain Third
Amendment to Credit and Security Agreement dated November 10, 1999, as amended
by that certain Fourth Amendment to Amended and Restated Credit Agreement dated
March 24, 2000, and as amended by that certain Fifth Amendment to Credit and
Security Agreement dated August 3, 2000, as amended by that certain Sixth
Amendment to Amended and Restated Credit and Security Agreement dated November
8, 2000 (collectively, the "Credit Agreement"). Capitalized terms used in these
recitals have the meanings given to them in the Credit Agreement unless
otherwise specified.
The Borrower has requested that certain amendments be made to the Credit
Agreement, which the Lender is willing to make pursuant to the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, it is agreed as follows:
1. DEFINED TERMS. Capitalized terms used in this Amendment which are
defined in the Credit Agreement shall have the same meanings as defined therein,
unless otherwise defined herein.
2. AMENDMENTS. The Credit Agreement is hereby amended as follows:
(a) The definition of "Maturity Date" contained in Section 1.1 of the
Credit Agreement is hereby deleted and replaced as follows:
"Maturity Date" means September 30, 2004.
(b) Effective March 1, 2001, the definition of "Revolving Floating
Rate" contained in Section 1.1 of the Credit Agreement was hereby deleted and
replaced as follows:
"Revolving Floating Rate" means an annual rate equal to the sum of the
Prime Rate plus one and one-quarter of one percent (1.25%). The Revolving
Floating Rate shall automatically be reduced to an annual rate equal to the
sum of the Prime Rate plus one-quarter of one percent (0.25%) on the first
day of the first full month following Lender's receipt of Borrower's 2001
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fiscal year audited financial statements complying with Section 6.1(a)
below, if but only if (i) said financial statements indicate that the
Borrower and the Covenant Entities have achieved a Net Income for the
Borrower's 2001 fiscal year of not less than $250,000.00, (ii) said
financial statements indicate that the Borrower and the Covenant Entities
increased their aggregate Net Worth during Borrower's 2001 fiscal year by
not less than $250,000.00, and (iii) there is not a then existing Event of
Default or Default Period. If but only if said reduction is not achieved as
provided above, the Revolving Floating Rate shall automatically be adjusted
on the first day of the first full month following Lender's receipt of
Borrower's audited financial statements complying with Section 6.1(a) below
in any year subsequent to Borrower's 2001 fiscal year, to an annual rate
equal to the sum of the Prime Rate plus one-quarter of one percent (0.25%)
in the event that (i) said financial statements indicate that the Borrower
and the Covenant Entities have achieved a Net Income for any such fiscal
year of not less than $600,000.00, (ii) said financial statements indicate
that the Borrower and the Covenant Entities increased their aggregate Net
Worth during any such fiscal year by not less than $600,000.00, and (iii)
there is not a then existing Event of Default or Default Period. The
Revolving Floating Rate shall change when and as the Prime Rate changes.
(c) Effective March 1, 2001, the definition of "Term Floating Rate"
contained in Section 1.1 of the Credit Agreement was hereby deleted and replaced
as follows:
"Term Floating Rate" means an annual rate equal to the sum of the Prime
Rate plus one and three-quarters of one percent (1.75%). The Term Floating
Rate shall automatically be reduced to an annual rate equal to the sum of
the Prime Rate plus three-quarters of one percent (0.75%) on the first day
of the first full month following Lender's receipt of Borrower's 2001
fiscal year audited financial statements complying with Section 6.1(a)
below, if but only if (i) said financial statements indicate that the
Borrower and the Covenant Entities have achieved a Net Income for the
Borrower's 2001 fiscal year of not less than $250,000.00, (ii) said
financial statements indicate that the Borrower and the Covenant Entities
increased their aggregate Net Worth during Borrower's 2001 fiscal year by
not less than $250,000.00, and (iii) there is not a then existing Event of
Default or Default Period. If but only if said reduction is not achieved as
provided above, the Term Floating Rate shall automatically be adjusted on
the first day of the first full month following Lender's receipt of
Borrower's audited financial statements complying with Section 6.1(a) below
in any year subsequent to Borrower's 2001 fiscal year, to an annual rate
equal to the sum of the Prime Rate plus three-quarters of one percent
(0.75%) in the event that (i) said financial statements indicate that the
Borrower and the Covenant Entities have achieved a Net Income for any such
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fiscal year of not less than $600,000.00, (ii) said financial statements
indicate that the Borrower and the Covenant Entities increased their
aggregate Net Worth during any such fiscal year by not less than
$600,000.00, and (iii) there is not a then existing Event of Default or
Default Period. The Term Floating Rate shall change when and as the Prime
Rate changes.
(d) Subsection (d) of Section 2.9 of the Credit Agreement is hereby
deleted and replaced as follows:
(d) AUDIT FEES. The Borrower hereby agrees to pay the Lender, on
demand, audit fees of $75.00 per hour (or Lender's then applicable rate)
per auditor in connection with any audits or inspections by the Lender of
any collateral or the operations or business of the Borrower, together with
all actual out-of-pocket costs and expenses incurred in conducting any such
audit or inspection (collectively, "Out-of-Pockets"). So long as there is
not any then existing Event of Default or Default Period, such audit fees
shall not exceed $2,500.00 per audit plus all applicable Out-of-Pockets and
audits shall be performed not more frequently than four times per annum.
Lender shall send to Borrower an invoice applicable to such audit fees,
out-of-pocket costs and expenses, provided, however, any failure of Lender
to send such invoices shall not relieve Borrower of its obligations under
this Section 2.9(d).
(e) Sections 2.13(a) and 2.13(b) of the Credit Agreement are hereby
deleted and replaced as follows:
(a) TERMINATION AND LINE REDUCTION FEES. If the Credit Facility
is terminated for any reason as of a date other than the Maturity
Date, or the Borrower reduces the Maximum Line, the Borrower
shall pay the Lender a fee in an amount equal to a percentage of
the Maximum Line (or the reduction, as the case may be) as
follows: (i) three percent (3%) if the termination or reduction
occurs on or before September 30, 2001, (ii) two percent (2%) if
the termination or reduction occurs after September 30, 2001 but
on or before September 1, 2002, and (iii) one percent (1%) if the
termination or reduction occurs after September 30, 2002.
(b) PREPAYMENT FEES. If the Term Note is prepaid as of a date
other than the Maturity Date for any reason except in accordance
with Section 2.7, the Borrower shall pay to the Lender a fee in
an amount equal to a percentage of the amount prepaid as follows:
(i) three percent (3%) if prepayment occurs on or before
September 30, 2001; (ii) two percent (2%) if prepayment occurs
after September 30, 2001 but on or before September 30, 2002; and
(iii) one percent (1%) if prepayment occurs after September 30,
2002.
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(f) Section 6.12 of the Credit Agreement is hereby deleted and
replaced as follows:
DEBT SERVICE COVERAGE RATIO. The Borrower covenants that Royal Grip and
Royal Headwear and the Covenant Entities shall, as of the last day of each
fiscal quarter, on and after May 31, 2001, maintain a consolidated average
minimum debt service coverage ratio (based upon the period set forth below)
as follows:
Quarter Ending Debt Service Coverage Ratio
-------------- ---------------------------
May 31, 2001 1.0 to 1 based upon the immediately
preceding three month period, and
excluding all payments made on or
Subordinated Indebtedness owed to the
Xxxxxxxx Family Charitable Remainder
Unitrust No. 3
August 31, 2001 and each 1.0 to 1 based upon the immediately
August 31 thereafter preceding three month period
November 30, 2001 and each .75 to 1 based upon the immediately
November 30 thereafter preceding six month period
February 28, 2002 and each .75 to 1 based upon the immediately
February 28 thereafter preceding nine month period
May 31, 2002 and each 1.05 to 1 based upon the immediately
May 31 thereafter preceding twelve month period
(g) Section 6.13 of the Credit Agreement is hereby deleted and
replaced as follows:
Section 6.13 NET WORTH. The Borrower covenants that as of May 31, 2000, the
aggregate consolidated Net Worth of Royal Grip, Royal Headwear and the
Covenant Entities was $14,411,226.36. The Borrower covenants that said
aggregate consolidated Net Worth as of the end of each future fiscal
quarter end shall increase by not less than (or in the event a decrease is
allowed, decrease by not more than) the amounts set forth below as measured
from the immediately preceding fiscal year ending aggregate consolidated
Net Worth.
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Quarter Ending Net Worth Increase (Decrease)
-------------- -----------------------------
February 28, 2001 ($1,200,000.00)
May 31, 2001 ($200,000.00)
August 31, 2001 and each
August 31 thereafter $0.00
November 30, 2001 and each
November 30 thereafter ($300,000.00)
February 28, 2002 and each
February 28 thereafter ($100,000.00)
May 31, 2002 and each May 31
thereafter $600,000.00
(h) Section 6.14 of the Credit Agreement is hereby deleted in its
entirety and replaced as follows:
Section 6.14 NET INCOME. The Borrower covenants that Royal Grip, Royal
Headwear and the Covenant Entities shall achieve an aggregate consolidated
Net Income of at least (or, in the event a Net Loss is allowed for such
fiscal quarter, a Net Loss of not more than) the amount set forth below for
each fiscal quarter as measured from the immediately preceding fiscal year
end.
Quarter Ending Net Income (Loss)
-------------- -----------------
February 28, 2001 ($1,200,000.00)
May 31, 2001 ($200,000.00)
August 31, 2001 and each
August 31 thereafter $0.00
November 30, 2001 and each
November 30 thereafter ($300,000.00)
February 28, 2002 and each
February 28 thereafter ($100,000.00)
May 31, 2002 and each
May 31 thereafter $600,000.00
(i) Section 6.15 of the Credit Agreement is hereby deleted in its
entirety and replaced as follows:
Section 6.15 MONTHLY NET INCOME/NET LOSS. The Borrower covenants that
beginning with January 1, 2001, and continuing for each month thereafter,
Royal Grip, Royal Headwear and the Covenant Entities shall achieve an
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aggregate consolidated Net Income of not less than (or in the event a Net
Loss is allowed for such month, a Net Loss of not more than) the amounts
set forth below for each month as measured from the last day of the
immediately preceding month.
Month Net Income/(Net Loss)
----- ---------------------
January, 2001 $0.00
February, 2001 $50,000.00
Xxxxx, 0000 $100,000.00
April, 2001 $150,000.00
May, 2001 $150,000.00
June of each year $0.00
July of each year $0.00
August of each year ($300,000.00)
September of each year ($150,000.00)
October of each year ($200,000.00)
November of each year ($100,000.00)
December of each year ($350,000.00)
January, 2002 and each January thereafter ($50,000.00)
February, 2002 and each February thereafter $0.00
March, 2002 and each March thereafter $0.00
April, 2002 and each April thereafter $0.00
May, 2002 and each May thereafter $0.00
(j) Section 7.10 of the Credit Agreement is hereby deleted and
replaced as follows:
CAPITAL EXPENDITURES. Royal Grip, Royal Headwear and the Covenant Entities
will not incur or contract to incur Capital Expenditures in the aggregate
of more than (i) $1,250,000.00 during Borrower's 2001 fiscal year, and (ii)
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$1,500,000.00 during any fiscal year thereafter. In addition, Royal Grip,
Royal Headwear and the Covenant Entities will not incur or contract to
incur Capital Expenditures paid with working capital in the aggregate of
more than (i) $800,000.00 during Borrower's 2001 fiscal year, and (ii)
$900,000.00 during any fiscal year thereafter. In addition, Royal Grip,
Royal Headwear and the Covenant Entities will not incur or contract to
incur Capital Expenditures in excess of $500,000.00 in any one transaction
without the prior approval of Lender which approval can be granted or
withheld in Lender's sole discretion.
3. NO OTHER CHANGES. Except as explicitly amended by this Amendment, all of
the terms and conditions of the Credit Agreement shall remain in full force and
effect and shall apply to any advance or letter of credit thereunder.
4. THE DEFAULTS. The Borrower is in default of the following provisions of
the Credit Agreement (collectively, the "Current Defaults"):
(a) The Borrower has failed to achieve the required Debt Service
Coverage Ratio for the quarter ending November 30, 2000 as required by Section
6.12 of the Credit Agreement.
(b) The Borrower and the Covenant Entities have failed to achieve the
Net Worth for the quarter ending November 30, 2000 as required by Section 6.13
of the Credit Agreement.
(c) The Borrower and the Covenant Entities have failed to achieve the
Net Income for the quarter ending November 30, 2000 as required by Section 6.14
of the Credit Agreement.
(d) The Borrower and the Covenant Entities have exceeded the maximum
allowable Net Loss for the month of November, 2000 as set forth in Section 6.15
of the Credit Agreement.
The Borrower acknowledges that as a result of the Current
Defaults, a Default Period exists and the Default Rate was implemented on
November 1, 2000. The Borrower further acknowledges as of the date hereof, the
amounts owed as a result of the implementation of the Default Rate have not been
paid (the "Default Interest"). Upon the terms and subject to the conditions set
forth in this Amendment, the Lender hereby waives the Current Defaults. This
waiver shall be effective only in this specific instance and for the specific
purpose for which it is given, and this waiver shall not entitle the Borrower to
any other or further waiver in any similar or other circumstances. The Borrower
further agrees that notwithstanding the above waiver, the Obligations shall
continue to bear interest at the Default Rate. The Borrower shall pay one-half
of the past due Default Interest (which equals $3,242.22) upon the execution of
this Amendment. The Borrower shall pay one-half of the Default Interest going
forward monthly as required by the Credit Agreement. The second one-half of the
past due Default Interest and one-half of the Default Interest going forward
(collectively the "Accrued Default Interest") shall continue to accrue and shall
be due and payable on the earlier of (i) the first day of the first full month
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after Lender's receipt of Borrower's audited financial statements for Borrowers
2001 fiscal year complying with the terms of Section 6.1(a) of the Credit
Agreement (the "2001 Financials") which indicate that there is an event of
default existing under the Credit Agreement, or (ii) the date after the date
hereof upon which any Event of Default occurs under the Credit Agreement. In the
event the Accrued Default Interest becomes due and payable, the Current Defaults
and the Default Period associated therewith, shall automatically be reinstated
retroactively to November 1, 2000. Notwithstanding the above, if but only if the
Accrued Default Interest has not previously become due and payable and the 2001
Financial Statements indicate that the Borrower is in compliance with all of the
provisions of the Credit Agreement, the Lender shall waive the payment of the
Accrued Default Interest and the Obligations shall cease to bear interest at the
Default Rate.
5. CONDITIONS PRECEDENT. This Amendment shall be effective when the Lender
shall have received an executed original hereof, together with each of the
following, each in substance and form acceptable to the Lender in its sole
discretion:
(a) The Acknowledgment and Agreement of Guarantor set forth at the end
of this Amendment, duly executed by the Guarantor.
(b) A Certificate of the Secretary of the Borrower certifying as to
(i) the resolutions of the board of directors of the Borrower approving the
execution and delivery of this Amendment, (ii) the fact that the certificate of
incorporation and bylaws of the Borrower, which were certified and delivered to
the Lender pursuant to the Certificate of Authority of the Borrower's secretary
or assistant secretary dated as of October 9, 1998 in connection with the
execution and delivery of the Credit Agreement continue in full force and effect
and have not been amended or otherwise modified except as set forth in the
Certificate to be delivered, and (iii) certifying that the officers and agents
of the Borrower who have been certified to the Lender, pursuant to the
Certificate of Authority of the Borrower's secretary or assistant secretary
dated as of October 9, 1998, as being authorized to sign and to act on behalf of
the Borrower continue to be so authorized or setting forth the sample signatures
of each of the officers and agents of the Borrower authorized to execute and
deliver this Amendment and all other documents, agreements and certificates on
behalf of the Borrower.
(c) Payment of the Default Interest as described in Paragraph 4(d).
(d) An opinion of the Borrower's counsel as to the matters set forth
in paragraph 6(a) and 6 (b) hereof and to such other matters as Lender shall
require.
(e) Such other matters as the Lender may require.
6. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Lender as follows:
(a) The Borrower has all requisite power and authority to execute this
Amendment and to perform all of its obligations hereunder, and this Amendment
has been duly executed and delivered by the Borrower and constitutes the legal,
valid and binding obligation of the Borrower, enforceable in accordance with its
terms.
(b) The execution, delivery and performance by the Borrower of this
Amendment have been duly authorized by all necessary corporate action and do not
(i) require any authorization, consent or approval by any governmental
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department, commission, board, bureau, agency or instrumentality, domestic or
foreign, (ii) violate any provision of any law, rule or regulation or of any
order, writ, injunction or decree presently in effect, having applicability to
the Borrower, or the certificate of incorporation or by-laws of the Borrower, or
(iii) result in a breach of or constitute a default under any indenture or loan
or credit agreement or any other agreement, lease or instrument to which the
Borrower is a party or by which it or its properties may be bound or affected.
(c) All of the representations and warranties contained in Article V
of the Credit Agreement are correct on and as of the date hereof as though made
on and as of such date, except to the extent that such representations and
warranties relate solely to an earlier date.
7. REFERENCES. All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended hereby; and any and
all references in the Security Documents to the Credit Agreement shall be deemed
to refer to the Credit Agreement as amended hereby.
8. NO OTHER WAIVER. Except as specifically set forth in Section 4 above,
the execution of this Amendment and acceptance of any documents related hereto
shall not be deemed to be a waiver of any Default or Event of Default or Default
Period under the Credit Agreement or breach, default or event of default under
any Security Document or other document held by the Lender, whether or not known
to the Lender and whether or not existing on the date of this Amendment.
9. RELEASE. The Borrower, and each Guarantor by signing the Acknowledgment
and Agreement of Guarantor set forth below, each hereby absolutely and
unconditionally releases and forever discharges the Lender, and any and all
participants, parent corporations, subsidiary corporations, affiliated
corporations, insurers, indemnitors, successors and assigns thereof, together
with all of the present and former directors, officers, agents and employees of
any of the foregoing, from any and all claims, demands or causes of action of
any kind, nature or description, whether arising in law or equity or upon
contract or tort or under any state or federal law or otherwise, which the
Borrower or such Guarantor has had, now has or has made claim to have against
any such person for or by reason of any act, omission, matter, cause or thing
whatsoever arising from the beginning of time to and including the date of this
Amendment, whether such claims, demands and causes of action are matured or
unmatured or known or unknown.
10. COSTS AND EXPENSES. The Borrower hereby reaffirms its agreement under
the Credit Agreement to pay or reimburse the Lender on demand for all costs and
expenses incurred by the Lender in connection with the Credit Agreement, the
Security Documents and all other documents contemplated thereby, including
without limitation all reasonable fees and disbursements of legal counsel.
Without limiting the generality of the foregoing, the Borrower specifically
agrees to pay all fees and disbursements of counsel to the Lender for the
services performed by such counsel in connection with the preparation of this
Amendment and the documents and instruments incidental hereto. The Borrower
hereby agrees that the Lender may, at any time or from time to time in its sole
discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement, or apply the proceeds of any loan, for the
purpose of paying any such fees, disbursements, costs and expenses.
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11. PAYMENTS ON THE SUBORDINATED DEBT. Notwithstanding anything in that
certain Subordination Agreement dated December 7, 2000 (the "Subordination
Agreement") to the contrary, the Borrower agrees that it shall only make
payments on the Subordinated Indebtedness in strict accordance with the
following:
(a) Payments may only be made on the following dates (or, in the event
any such date falls on a weekend or holiday, the next business day) in amounts
not to exceed the following amounts:
(i) On the date hereof, $100,000.00;
(ii) On March 31, 2001, $200,000.00;
(iii) On April 30, 2001, $200,000.00; and
(iv) On May 31, 2001, the balance of the Subordinated
Indebtedness.
(b) The amount of any payment may not exceed the amount equal to the
aggregate Availability under the Credit Agreement and the FM Credit Agreement
minus Accounts more than 30 days past respective due date minus $500,000.00.
(c) With respect to the May 31, 2001 payment only, the average
aggregate excess Availability under the Credit Agreement and the FM Agreement
for the 60 days immediately preceding said payment was not less than
$1,000,000.00, and
(d) No Event of Default or Default Period has occurred and is
continuing or will occur as a result of or immediately following any such
payment.
Any payments received by the Subordinated Creditor which are not permitted
hereby shall be handled in strict accordance with Section 5 of the Subordination
Agreement. Nothing contained herein shall limit the Borrower from issuing its
shares of Common Stock to the Subordinated Creditor in accordance with the terms
of the Subordinated Indebtedness.
12. MISCELLANEOUS. This Amendment and the Acknowledgment and Agreement of
Guarantor may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original and all of which
counterparts, taken together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.
XXXXX FARGO BUSINESS CREDIT, INC.
By /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Its Assistant Vice President
ROYAL GRIP, INC., a Nevada corporation
By /s/ Xxxxx Xxxxx
-----------------------------------
Its Chief Financial Officer
ROYAL GRIP HEADWEAR COMPANY,
a Nevada corporation
By /s/ Xxxxx Xxxxx
-----------------------------------
Its Chief Financial Officer
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ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR
The undersigned, a guarantor of the indebtedness of Royal Grip, Inc., and
Royal Grip Headwear Company, each Nevada corporations (collectively, jointly and
severally, the "Borrowers") to Xxxxx Fargo Business Credit, Inc. (the "Lender")
pursuant to a Guaranty dated as of October 9, 1998 (the "Guaranty"), hereby (i)
acknowledges receipt of the foregoing Amendment; (ii) consents to the terms
(including without limitation the release set forth in paragraph 9 of the
Amendment) and execution thereof; (iii) reaffirms its obligations to the Lender
pursuant to the terms of its Guaranty; and (iv) acknowledges that the Lender may
amend, restate, extend, renew or otherwise modify the Credit Agreement and any
indebtedness or agreement of the Borrower, or enter into any agreement or extend
additional or other credit accommodations, without notifying or obtaining the
consent of the undersigned and without impairing the liability of the
undersigned under the Guaranty for all of the Borrowers' present and future
indebtedness to the Lender.
ROYAL PRECISION, INC., a Delaware corporation
By /s/ Xxxxx Xxxxx
-----------------------------------
Its Chief Financial Officer
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ACKNOWLEDGMENT OF SUBORDINATED CREDITOR
The undersigned has executed and delivered to Xxxxx Fargo Business Credit,
Inc., a Minnesota corporation, ("Lender"), a Subordination Agreement applicable
to amounts owed to the undersigned by the Borrower, FM Precision Golf
Manufacturing Corp., a Delaware corporation and FM Precision Golf Sales Corp., a
Delaware corporation. The Borrower has requested that the Lender enter into this
Seventh Amendment to Credit and Security Agreement. The Lender has agreed to do
so if, but only if, the undersigned delivered to the Lender this acknowledgment.
Accordingly, as an inducement to the Lender to entering into this Seventh
Amendment, the undersigned acknowledges that its Debt Subordination Agreement
remains in full force and effect.
The undersigned specifically consent to the provisions of Section 11 of the
Amendment.
The Debt Subordination Agreement is in all respects ratified, confirmed and
approved.
Dated March 9, 2001.
THE XXXXXXXX FAMILY CHARITABLE
REMAINDER UNITRUST NO. 3
Witness: /s/ Xxxxxx X. Xxxxxxxxx By /s/ Xxxxxxx X. Xxxxxxxx, as Trustee
-------------------------- -----------------------------------
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