EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT effective as of January 16,
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 seven 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, between January 17, 2000 and January 31,
2000, the lesser of $750,000 or 85% of the market value of the 306,719
shares of Xxxxxxxx Controls, Inc. stock pledged to Xxxxx Fargo as
Collateral. The market value of the pledged stock shall be determined
based on the list price on Nasdaq at the close of each business day. After
January 31, 2000, "Additional Amount" shall mean $0.
2. Effective Date. This Eighth Amendment shall be effective as of January
16, 2000 upon: (i) the execution of this Eighth Amendment by Borrowers
and Xxxxx Fargo; and (ii) delivery by Borrowers to Xxxxx Fargo of
150,000 shares of the common stock of Xxxxxxxx Controls, Inc.
3. Ratification. Except as otherwise provided in this Eighth Amendment,
all of the provisions of the Agreement are hereby ratified and
confirmed and shall remain in full force and effect.
4. One Agreement. The Agreement, as modified by the provisions of this
Eighth Amendment, shall be construed as one agreement.
5. Counterparts. This Eighth 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.
6. 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 Eighth 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:_______________________________
