Exhibit 10.65
When recorded return to:
Xxxxxx X. Xxxxxx
Xxxx Xxxxxxxxx P.L.C.
000 X. Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
AMENDMENT TO MORTGAGE DEED AND SECURITY AGREEMENT
DATE: AUGUST 9, 2002
PARTIES: FM PRECISION GOLF MANUFACTURING CORP.
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000 ("Mortgagor")
XXXXX FARGO BUSINESS CREDIT, INC.
000 Xxxx Xxxxxxxxxx Xxxxxx, 0xx Floor
MAC S4101-076
Xxxxxxx, XX 00000 ("Mortgagee")
Mortgagor has granted to Mortgagee a Mortgage Deed and Security Agreement
on certain real property located in the Town of Torrington, Litchfield County,
Connecticut, where such real property is further described on Exhibit A attached
hereto, and which Mortgage Deed and Security Agreement was dated October 9,
1998, and recorded October 21, 1998, in the records of the Litchfield County,
Connecticut Town Clerk (the "Official Records") as Instrument No. 218230, in
Volume 684, page 1126, as amended by that Notice of Mortgagee Name Change Under
Mortgage Deed and Security Agreement dated August 19, 1999, and recorded October
25, 1999, in the Official Records as Instrument No. 230025, in Volume 710, page
373 (collectively, the "Mortgage").
The obligations secured by the Mortgage have been modified.
Mortgagor and Mortgagee have executed this Amendment to Mortgage Deed and
Security Agreement to modify the Mortgage as follows:
1. Paragraph A in the Recitals section of the Mortgage is deleted in its
entirety and replaced as follows::
A. Mortgagee has agreed to make a loan (the "Loan") to Mortgagor.
The Loan is evidenced by (i) that certain Term Note dated October
9, 1998, in the original principal amount of $4,300,000.00, (ii)
that certain Second Replacement Revolving Note dated March 9,
2001, in the maximum principal amount of $6,500,000.00 and (iii)
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the Capital Expenditures Note dated March 24, 2000, in the
original principal amount of $400,000.00 (which notes, together
with all notes issued in substitution or exchange therefor and
all amendments thereto, are hereinafter referred to as the
"Notes"), copies of which are attached as Exhibit B hereto.
2. The Mortgagee's address has changed. The Mortgagee's new address is
Xxxxx Fargo Business Credit, Inc., a Minnesota corporation, 000 Xxxx Xxxxxxxxxx
Xxxxxx, 0xx Floor, MAC S4101-076, Xxxxxxx, XX 00000.
3. Exhibit B to the Mortgage is deleted in its entirety and replaced by
Exhibit B attached hereto.
4. Except as specifically modified herein, the Mortgage shall remain in
full force and effect and unmodified in any way and nothing done pursuant hereto
shall impair or adversely affect or be construed as impairing or adversely
affecting the liens and security interests or the priority thereof over other
liens and security interests, or release or affect the liability of any party or
parties who may now or hereafter be liable under or on account of the Loan.
5. This Amendment may be executed in any number of counterparts, which
counterparts when combined together shall constitute an original document.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Mortgage Deed and Security Agreement on the date first set forth above.
FM PRECISION GOLF MANUFACTURING CORP.,
a Delaware corporation
By /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Its President
---------------------------------
XXXXX FARGO BUSINESS CREDIT, INC.,
a Minnesota corporation
By /s/ Xxxxx Xxxxxx
-------------------------------------
Its Officer
---------------------------------
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State of CONNECTICUT
County of LITCHFIELD
The foregoing instrument was acknowledged before me this 9TH day of AUGUST,
2002, by XXXX X. XXXXXXXX, the PRESIDENT of FM Precision Golf Manufacturing
Corp., a Delaware corporation, on behalf of the corporation.
(Seal and Expiration Date)
/s/ Xxxxx X. Meskemf
----------------------------------------
Notary Public
Commission expires 10/31/05
State of Arizona
County of Maricopa
The foregoing instrument was acknowledged before me this 13TH day of
AUGUST, 2002, by XXXXX XXXXXX BUDOFF, the OFFICER of Xxxxx Fargo Business
Credit, Inc., a Minnesota corporation, on behalf of the corporation.
(Seal and Expiration Date)
/s/ X. Xxxxx
----------------------------------------
Notary Public
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EXHIBIT A
Legal Description
All that certain piece or parcel of land, with the buildings and improvements
thereon, situated in the Town of Torrington, County of Litchfield and State of
Connecticut, more particularly bounded and described as follows:
Commencing at a point in the southerly line of Migeon Avenue, which point
marks a corner of the parcel herein described and the northeasterly corner of
land now or formerly of Xxxxxx Xxxxxx Xxxxx, and which point is marked by an
iron pin; thence along the southerly line of Migeon Avenue S 72(degree) 30' 38"
E, 258.12' tO a point; thence along a curve to the right with a delta angle of
41(degree) 32' 40", a radius of 89.64' and an arc lEngth of 65.00' to a point;
thence S 30(degree) 58' 08" E, 374.33' to a point; thence S 31(degree) 21' 38"
E, 103.90' to a corner of the parcel herein described and the northwesterly
corner of land now or formerly of Xxxxxxx X. & Xxxxxx X. Xxxxxx; thence along
land now or formerly of said Xxxxxxx X. & Xxxxxx X. Xxxxxx, S 58(degree) 54' 35"
W, 131.33' tO a corner of the parcel herein described; thence still along land
now or formerly of said Xxxxxxx X. & Xxxxxx X. Xxxxxx, S 31(degree) 24' 25" E,
49.98' to a point in the northerly line of Xxxxxxxx Avenue, which point is a
corneR of the parcel herein described; thence along the northerly line of said
Xxxxxxxx Avenue, S 69(degree) 10' 35" W, 54.40' and N 71(degree) 02' 45" W,
48.25' to the northwesterly terminus of said Xxxxxxxx Avenue and which point
marks a corneR of the parcel herein described; Thence S 43(degree) 10' 56" W,
47.40' to the southwesterly terminus of said Xxxxxxxx Avenue, and which point
marks the northwesterly corner of land now or formerly of Xxxxxx X. & Xxxxxxxxx
X. Xxxxx; thence along land now or formerly of said Xxxxxx X. & Xxxxxxxxx X.
Xxxxx S 18(degree) 44' 34" W, 32.04' to a point; S 18(degree) 33' 47" W, 66.47'
to a point and S 17(degree) 58' 44" W, 72.32" to a point in the northerly line
of lanD now or formerly of A. B. Leasing Corp., which point marks the
southwesterly corner of land now or formerly of said Xxxxxx X. & Xxxxxxxxx X.
Xxxxx and a corner of the parcel herein described; thence along the northerly
line of land now or formerly of said A. B. Leasing Corp. S 80(degree) 03' 05" W,
242.00" to a corner of the parcel herein described S 27(degree) 11' 17" E,
125.68', S 17(degree) 23' 04" E, 57.56' and S 5(degree) 36' 08" E, 119.08' to
thE southwesterly corner of land now or formerly of said A. B. Leasing Corp.,
the northwesterly corner of land now or formerly of Xxxx X. Xxxxxx, Xx. &
Xxxxxxxx X. Xxxxxx, the northeasterly corner of land now or formerly of the City
of Torrington, and a corner of the parcel herein described, and which point is
marked by an iron pipe; thence S 72(deGree) 11' 47" W, 30.00' to a point on the
easterly side of the Naugatuck River; thence along the easterly and
northeasterly sides of said Naugatuck River, 3,310' to a point, which point
marks the southwesterly corner of land now or formerly of the City of Torrington
and a corner of the parcel herein described. The last described course has
closing lines of N 26(degree) 51' 57" W, 946.80'; N 65(degree) 08' 06" W,
1251.62' and N 46(degree) 46' 44" W, 1073.11'; thence along lands of the City of
Torrington and Xxxxxx X. Xxxxxxxxx, partly of each, N 62(degree) 00' 00" E,
8.00'; S 54(degree) 51' 01" E, 112.44'; S 42(degree) 59' 59" E, 44.81'; S
58(degree) 16' 59" E, 154.61' and S 55(degree) 44' 59" E, 320.40' to a point in
the westerly line of Xxxxxx Street (unimproved), which point is the
southeasterly corner of land now or formerly of said Xxxxxx X. Xxxxxxxxx and a
corner of the parcel herein described; thence along the westerly line of Xxxxxx
Street (unimproved), N 35(degree) 53' 59" E, 262.23' to a point in the southerly
line of Migeon Avenue, Which point marks the northeasterly corner of said Xxxxxx
X. Xxxxxxxxx and a corner of the parcel herein described; thence along the
southerly line of Migeon Avenue, S 50(degree) 13' 16" E, 20.05' to a point in
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the center of XxxxxX Street (unimproved) and a corner of the parcel herein
described; thence along the center of Xxxxxx Street (unimproved) S 35(degree)
53' 59" W, 265.39' to a corner of the parcel herein described; thence along
Xxxxxx StreeT (unimproved), and along land now or formerly of Xxxxxx X.
Xxxxxxxxx, S 54(degree) 59' 37" E, 79.93' and S 51(degreE) 06' 01" E, 50.00' to
the southeasterly corner of land now or formerly of said Xxxxxx X. Xxxxxxxxx and
a corner of the parcel herein described, and which point is marked by an iron
pin; thence N 35(degree) 53' 59" E, 66.10' to a point in thE southerly line of
Xxxx Avenue (unimproved), which point marks the northeasterly corner of land now
or formerly of said Xxxxxx X. Xxxxxxxxx and a corner of the parcel herein
described, and which point is marked by an iron pin; thence S 51(degree) 06' 01"
E, 50.00' to the northwesterly corner of land now or formerly of Xxxx X. &
Xxxxxxx X. Xxxxxxxx, which point is a corner of the parcel herein described;
thence S 35(degree) 53' 59" W, 78.20' to the southwesterly corner of land now or
formerly of said Xxxx X. & Xxxxxxx X. Xxxxxxxx, which point is a corner of the
parcel herein described; thence along lands now or formerly of Xxxx X. & Xxxxxxx
X. Xxxxxxxx, Xxxxxx X. & Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xx. & Xxxxx X.
Xxxxxx and Xxxxxxx Street (discontinued & abandoned), partly of each, S
57(degree) 49' 06" E, 101.97' and S 70(degree) 08' 41" E, 125.39' to a point in
the center terminus of saiD Xxxxxxx Street (discontinued & abandoned), which
point is a corner of the parcel herein described; thence along the center of
said Xxxxxxx Street (discontinued & abandoned), N 35(degree) 13' 49" E, 220.14'
to a point in the southeRly line of Migeon Avenue, which point is a corner of
the parcel herein described; thence along the southerly line of Migeon Avenue, S
60(degree) 17' 03" E, 20.09' to the northeasterly terminus of Xxxxxxx Street
(discontinued & abandoned), the northwesterly corner of land now or formerly of
the Estate of Xxxx & Xxxxxxx Xxxxxx, and a corner of the parcel herein
described; thence S 35(degree) 13' 49" W, 150.87' to a point in the easterly
line of Xxxxxxx Street (discontinued & abandoned), which point is the
southwesterly corner of land now or formerly of the Estate of Xxxx & Xxxxxxx
Xxxxxx and a corner of the parcel herein described; thence S 54(degree) 46' 11"
E, 48.97' to the southeaSterly corner of the Estate of Xxxx & Xxxxxxx Xxxxxx and
a corner of the parcel herein described; thence along the easterly line of the
Estate of Xxxx & Xxxxxxx Xxxxxx N 35(degree) 13' 49" E, 17.00' to an iron pipe
at the southweSterly corner of land now or formerly of Emanuel & Xxxxxxx X.
Xxxxxxx and a corner of the parcel herein described; thence along lands of
Emanuel & Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx, et al, partly of each, S
70(degree) 10' 44" E, 113.90' and S 77(degree) 07' 03" E, 52.31' to a point in
the westerly line of land now or formerly of Xxxxxxx X. XxXxxxx, which point is
a corner of the parcel herein described; thence S 29(degree) 59' 28" W, 27.72'
to an iron Pin at the southwesterly corner of land now or formerly of Xxxxxxx X.
XxXxxxx and a corner of the parcel herein described; thence S 79(degree) 39' 11"
E, 204.06' to an iron pin at the southeasterly corner of land now or formerLy of
Xxxxxxx X. XxXxxxx and the southwesterly corner of land now or formerly of
Xxxxxx X. & Xxxxxx X. XxXxxxxxxxx; thence S 64(degree) 51' 21" E, 164.66' to an
iron pin at the southeasterly corner of land now or formerly of XxxxxX X. &
Xxxxxx X. XxXxxxxxxxx and the southwesterly corner of land now or formerly of V.
S. H. Realty; thence S 60(degree) 02' 12" E, 200.44' to the southeasterly corner
of land now or formerly of V. S. H. Realty and the southwesterly corner of land
now or formerly of Xxxx X. & Xxxxxxx X. Xxxxxxxxxx; thence S 46(degree) 37' 42"
E, 87.07' and S 56(Degree) 44' 17" E, 70.34' to a drill hole at the
southeasterly corner of land now or formerly of Xxxx X. & Xxxxxxx X. Xxxxxxxxxx
and a corner of the parcel herein described; thence N 20(degree) 22' 33" E,
144.16' to a point in the southerly line of Migeon Avenue at the northeasterly
corner of land now or formerly of Xxxx X. & Xxxxxxx X. Xxxxxxxxxx and a corner
of the parcel herein described; thence along the southerly line of Migeon Avenue
S 72(degree) 30' 38" E, 34.93' to an iron pin at the northwesterly corner of
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land now or formerly of Xxxxxx Xxxxxxxxx and a corner of the parcel herein
described; thence S 20(degree) 22' 33" W, 129.21' to the southwesterly corner of
land Now or formerly of Xxxxxx Xxxxxxxxx and a corner of the parcel herein
described; thence S 53(degree) 47' 26" E, 92.99' to the southeasterly corner of
land now or formerly of Xxxxxx Xxxxxxxxx and a corner of the parcel herein
described; thence along lands now or formerly of Xxxxxx Xxxxxxxxx and Xxxxxxx X.
& Xxxxxx X. Xxxxxx, partly of each, N 48(degRee) 25' 54" E, 38.34' and N
65(degree) 30' 34" E, 48.60' to a corner of the parcel herein described; thence
along landS now or formerly of Xxxxxxx X. & Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxx,
Xx. & Xxxx X. Xxxxxxxx, and Xxxxxx Xxxxxx Xxxxx, partly of each, S 65(degree)
39' 56" E, 270.29' to the southeasterly corner of land now or formerly of Xxxxxx
XxxxXx Xxxxx and a corner of the parcel herein described; thence N 19(degree)
50' 34" E, 125.82' to an iron pin at the poInt and place of beginning. This
description is intended to include any interest in and to the Naugatuck River.
The parcel described above is more particularly shown and described on a
map entitled "MAP PREPARED FOR - BRUNSWICK CORPORATION - MIGEON AVENUE &
XXXXXXXX AVENUE - TORRINGTON, CONNECTICUT", which map is drawn at a scale of 1"
= 40', dated Xxxxx, 0000 and certified by Xxxxxxx X. Xxxxxxxx, Land Surveyor,
Torrington, Connecticut.
TOGETHER WITH:
a) Rights reserved in a Warranty Deed from Brunswick Corporation to Xxxx and
Xxxxxx Xxxxxxx Home for the Sick, Inc. dated September 9, 1964 and recorded
on September 30, 1964 in Volume 239 at Page 506 of the Torrington Land
Records; and
b) Right of way as more particularly described in an Agreement by and between
Xxxxxxx Xxxxxxx and Brunswick Corporation dated November 4, 1978 and
recorded on February 22, 1979 in Volume 327 at Page 162 of the Torrington
Land Records.
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EXHIBIT B
TERM NOTE
$4,300,000.00 Phoenix, Arizona
October 9, 1998
For value received, the undersigned, FM PRECISION GOLF MANUFACTURING CORP.,
a Delaware corporation, and FM PRECISION GOLF SALES CORP., a Delaware
corporation (collectively, jointly and severally, "Borrower"), hereby jointly
and severally promise to pay on the Termination Date under the Credit Agreement
(defined below), to the order of NORWEST BUSINESS CREDIT, INC., a Minnesota
corporation (the "Lender"), at its main office in Phoenix, Arizona, or at any
other place designated at any time by the holder hereof, in lawful money of the
United States of America and in immediately available funds, the principal sum
of FOUR MILLION, THREE HUNDRED THOUSAND and NO/100 Dollars ($4,300,000.00) or,
if less, the aggregate unpaid principal amount of all Term Advances made by the
Lender to the Borrower under the Credit Agreement (defined below) together with
interest on the principal amount hereunder remaining unpaid from time to time,
computed on the basis of the actual number of days elapsed and a 360-day year,
from the date hereof until this Note is fully paid at the rate from time to time
in effect under the Credit and Security Agreement of even date herewith (as the
same may hereafter be amended, supplemented or restated from time to time, the
"Credit Agreement") by and between the Lender and the Borrower. The principal
hereof and interest accruing thereon shall be due and payable as provided in the
Credit Agreement. This Note may be prepaid only in accordance with the Credit
Agreement.
This Note is issued pursuant, and is subject, to the Credit Agreement,
which provides, among other things, for acceleration hereof. This Note is the
Term Note referred to in the Credit Agreement. This Note is secured, among other
things, pursuant to the Credit Agreement and the Security Documents as therein
defined, and may now or hereafter be secured by one or more other security
agreements, mortgages, deeds of trust, assignments or other instruments or
agreements.
Both entities constituting the Borrower hereby jointly and severally agree
to pay all costs of collection, including attorneys' fees and legal expenses in
the event this Note is not paid when due, whether or not legal proceedings are
commenced.
7
Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.
FM PRECISION GOLF MANUFACTURING CORP.,
a Delaware corporation
By /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Its President
---------------------------------
FM PRECISION GOLF SALES CORP.,
a Delaware corporation
By /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Its President
---------------------------------
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SECOND REPLACEMENT REVOLVING NOTE
$6,500,000.00 Phoenix, Arizona
March 9, 2001
For value received, the undersigned, FM PRECISION GOLF MANUFACTURING CORP.,
a Delaware corporation, and FM PRECISION GOLF SALES CORP., a Delaware
corporation (collectively, jointly and severally, "Borrower"), hereby jointly
and severally promise to pay on the Termination Date under the Credit Agreement
(defined below), to the order of XXXXX FARGO BUSINESS CREDIT, INC., a Minnesota
corporation (the "Lender"), at its main office in Phoenix, Arizona, or at any
other place designated at any time by the holder hereof, in lawful money of the
United States of America and in immediately available funds, the principal sum
of SIX MILLION FIVE HUNDRED THOUSAND and N0/100 Dollars ($6,500,000.00) or, if
less, the aggregate unpaid principal amount of all Revolving Advances made by
the Lender to the Borrower under the Credit Agreement (defined below) together
with interest on the principal amount hereunder remaining unpaid from time to
time, computed on the basis of the actual number of days elapsed and a 360-day
year, from the date hereof until this Note is fully paid at the rate from time
to time in effect under the Credit and Security Agreement dated October 8, 1998,
as amended from time to time (as the same may hereafter be amended, supplemented
or restated from time to time, the "Credit Agreement") by and between the Lender
and the Borrower. The principal hereof and interest accruing thereon shall be
due and payable as provided in the Credit Agreement. This Note may be prepaid
only in accordance with the Credit Agreement.
This Note is issued pursuant, and is subject, to the Credit Agreement,
which provides, among other things, for acceleration hereof. This Note is the
Revolving Note referred to in the Credit Agreement. This Note is secured, among
other things, pursuant to the Credit Agreement and the Security Documents as
therein defined, and may now or hereafter be secured by one or more other
security agreements, mortgages, deeds of trust, assignments or other instruments
or agreements.
Both entities constituting the Borrower hereby jointly and severally agree
to pay all costs of collection, including attorneys' fees and legal expenses in
the event this Note is not paid when due, whether or not legal proceedings are
commenced.
This Note, upon its execution, is a replacement of, issued in substitution
and not in satisfaction of a promissory note, and a portion of the indebtedness
hereunder is the same indebtedness evidenced by that certain Replacement
Revolving Note in the amount of $5,000,000.00, made by the undersigned, which
Replacement Revolving Note was executed pursuant to the Credit Agreement. The
indebtedness evidenced by said Replacement Revolving Note is not extinguished
hereby.
9
Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.
FM PRECISION GOLF MANUFACTURING CORP.,
a Delaware corporation
By /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Its President
---------------------------------
FM PRECISION GOLF SALES CORP.,
a Delaware corporation
By /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Its President
---------------------------------
10
CAPITAL EXPENDITURES NOTE
$400,000.00 Phoenix, Arizona
March 24, 2000
For value received, the undersigned, FM PRECISION GOLF MANUFACTURING CORP.,
a Delaware corporation, and FM PRECISION GOLF SALES CORP., a Delaware
corporation (collectively, jointly and severally, "Borrower"), hereby jointly
and severally promise to pay on the Termination Date under the Credit Agreement
(defined below), to the order of XXXXX FARGO BUSINESS CREDIT, INC., a Minnesota
corporation (the "Lender"), at its main office in Phoenix, Arizona, or at any
other place designated at any time by the holder hereof, in lawful money of the
United States of America and in immediately available funds, the principal sum
of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) or, if less, the aggregate unpaid
principal amount of all Capital Expenditures Advances made by the Lender to the
Borrower under the Credit Agreement (defined below) together with interest on
the principal amount hereunder remaining unpaid from time to time, computed on
the basis of the actual number of days elapsed and a 360-day year, from the date
hereof until this Note is fully paid at the rate from time to time in effect
under the Credit and Security Agreement dated October 9, 1998, as amended from
time to time (as the same may hereafter be further amended, supplemented or
restated from time to time, the "Credit Agreement") by and between the Lender
and the Borrower. The principal hereof and interest accruing thereon shall be
due and payable as provided in the Credit Agreement. This Note may be prepaid
only in accordance with the Credit Agreement.
This Note is issued pursuant, and is subject, to the Credit Agreement,
which provides, among other things, for acceleration hereof. This Note is the
Capital Expenditures Note referred to in the Credit Agreement. This Note is
secured, among other things, pursuant to the Credit Agreement and the Security
Documents as therein defined, and may now or hereafter be secured by one or more
other security agreements, mortgages, deeds of trust, assignments or other
instruments or agreements.
Both entities constituting the Borrower hereby jointly and severally agree
to pay all costs of collection, including attorneys' fees and legal expenses in
the event this Note is not paid when due, whether or not legal proceedings are
commenced.
11
Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.
FM PRECISION GOLF MANUFACTURING CORP.,
a Delaware corporation
By /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Its President
---------------------------------
FM PRECISION GOLF SALES CORP.,
a Delaware corporation
By /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Its President
---------------------------------
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