FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT entered into as of July 14, 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 ("Bank").
RECITALS
Borrowers (other then Prestige Golf Corp.) and Bank are parties to that
certain Credit Agreement dated as of June 30, 1998, as amended by three prior
amendments ("Agreement"). Borrowers and Bank 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 Bank agree as follows:
1. Additional Borrower. Prestige Golf Corp. is hereby made a party to the
Agreement as a Borrower.
2. Revised Definitions. The following defined terms are hereby amended in
their entirety to read as follows:
"A/R Advance Rates" means the following (or such other
rates as Bank may designate from time to time in its sole
discretion) with respect to the Eligible Accounts of each
Borrower listed below: (i) 80% for Palm Springs Golf, Inc. and
Prestige Golf Corp. and (ii) 85% for Leisure Life, Inc. and Ajay
Leisure Products, Inc.
"Borrower" means any one of Ajay Sports, Inc., Leisure
Life, Inc., Palm Springs Golf, Inc., Ajay Leisure Products, Inc.
and Prestige Golf Corp. and "Borrowers" shall refer collectively
to all of them.
3. Accommodation Fee. As consideration for Bank entering into this Fourth
Amendment to Credit Agreement, Borrowers hereby agree to pay Bank an
accommodation fee of $2,500 upon the execution of this Fourth
Amendment.
4. Effective Date. This Fourth Amendment shall be effective upon the
execution of this Fourth Amendment by Borrowers and Bank, and the
payment by Borrowers of the accommodation fee.
5. Ratification. Except as otherwise provided in this Fourth 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
Fourth Amendment, shall be construed as one agreement.
7. Counterparts. This Fourth 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 BANK
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 BANK TO BE
ENFORCEABLE.
IN WITNESS WHEREOF, the parties have executed this Fourth 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:______________________________
