SEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT effective as of December 1,
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. ("Xxxxx
Fargo").
RECITALS
Borrowers and Xxxxx Fargo are parties to that certain Credit Agreement
dated as of June 30, 1998, as amended by six 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) $750,000 through December 30, 1999;
(ii) $700,000 December 31, 1999 through January 16, 2000; (iii) $650,000
January 17, 2000 through January 31, 2000; and (iv) $0 thereafter.
2. Amendment to Section 10.1(n) Event of Default. Section 10.1(n) is
hereby amended to delete the name Xxxxxxxx X. Xxxx and to insert in
its place the name Xxx Xxxxxxx.
3. Accommodation Fee. As consideration for Xxxxx Fargo entering into this
Seventh Amendment to Credit Agreement, Borrowers hereby agree to pay
Xxxxx Fargo an accommodation fee of $2,000.
4. Effective Date. This Seventh Amendment shall be effective as of
December 1, 1999 upon: (i) the execution of this Seventh Amendment by
Borrowers and Xxxxx Fargo; (ii) payment of the accommodation fee; and
(iii) delivery by Borrowers to Xxxxx Fargo of 16,667 shares of the
common stock of Pro Golf International, Inc.
5. Ratification. Except as otherwise provided in this Seventh 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
Seventh Amendment, shall be construed as one agreement.
7. Counterparts. This Seventh 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 Seventh 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:_______________________________
