SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT entered into as of August 16,
1999 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.,
successor in interest to Xxxxx Fargo Bank, National Association ("Xxxxx Fargo").
RECITALS
Borrowers and Xxxxx Fargo are parties to that certain Credit Agreement
dated as of June 30, 1998, as amended by five 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 (i) through and including November 30,
1999, $750,000, and (ii) thereafter, $0.
2. Additional Reporting. On or before September 15, 1999, Ajay Parent
shall deliver to Xxxxx Fargo a detailed projections satisfactory to
Xxxxx Fargo for the period of September 1, 1999 through December 31,
1999 setting forth Borrowers' projected, consolidated income, cash
flow and borrowing availability under the Agreement (as amended
hereby) for each month of such period and the projected consolidated
balance sheet as of the end of each month of such period. If Borrowers
failure to provide such projections by September 15, 1999, the
Additional Amount shall be reduced to zero effective September 16,
1999.
3. Accommodation Fee. As consideration for Xxxxx Fargo entering into this
Sixth Amendment to Credit Agreement, Borrowers hereby agree to pay
Xxxxx Fargo an accommodation fee of $500.
4. Effective Date. This Sixth Amendment shall be effective as of August
16, 1999 upon: (i) the execution of this Sixth Amendment by Borrowers
and Xxxxx Fargo; (ii) payment of the accommodation fee; (iii)
execution and delivery to Xxxxx Fargo of a personal guaranty from
Xxxxxx X. Xxxx ("Itin") on terms acceptable to the Xxxxx Fargo; and
(iv) delivery of Itin's personal financial statement in form and
substance satisfactory to the Xxxxx Fargo.
5. Ratification. Except as otherwise provided in this Sixth Amendment,
all of the provisions of the Agreement 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
Sixth Amendment, shall be construed as one agreement.
7. Counterparts. This Sixth 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.
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 Sixth 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:____________________________
