REVOLVING PROMISSORY NOTE
(FIXED 12% INTEREST)
Up to $5,000,000.00 October 29, 1997
Salt Lake City, Utah
On December 31, 1999, the undersigned, Renaissance Golf Products, Inc., a
Delaware corporation, and Xxxx X. Xxxxxxx, an individual, jointly and severally
(collectively referred to as "Borrower"), promise to pay to the order of AKA
Charitable Remainder Unitrust #1 ("Lender"), in lawful money of the United
States of America and in immediately available funds, the principal sum of Five
Million Dollars ($5,000,000.00), or so much thereof as may be advanced and
outstanding, in accordance with the terms of the Loan Agreement between Xxxxxxxx
and Lender dated October 29, 1997, with interest thereon to be computed on each
advance from the date of its disbursement at a rate computed on the basis of a
360-day year, actual days elapsed, equal to twelve percent (12%) per year.
All or any portion of the principal of this Note may be borrowed, repaid
and reborrowed from time to time prior to maturity, provided at the time of any
borrowing no Event of Default (as herein defined) exists, and provided further
that the total borrowings outstanding at any one time shall not exceed the
principal amount stated above. Each borrowing and repayment hereunder shall be
noted in the books and records of Xxxxxx. The excess of borrowings over
repayments shall evidence the principal balance due hereon from time to time and
at any time. Borrowings hereunder shall be conclusively presumed to have been
made to or for the benefit of Borrower when made as noted in such books and
records.
Interest accrued on this Note shall be payable in arrears on the tenth
(10th) day of each month, commencing November 10, 1997.
The occurrence of any of the following with respect to Borrower shall
constitute an "Event of Default" hereunder:
1. The failure to make any payment of principal or interest when due under
this Note;
2. The filing of a petition by or against any of such parties under any
provisions of the Bankruptcy Code;
3. The appointment of a receiver or an assignee for the benefit of creditors;
4. The commencement of dissolution or liquidation proceedings or the
disqualification of any such parties which is a corporation, partnership,
joint venture or any other type of entity;
5. The death or incapacity of any of such parties who is an individual;
6. Any financial statement provided by or on behalf any such parties to Lender
is false or misleading;
7. Any material default in the payment or performance of any obligation, or
any default under any provisions of any contract or instrument pursuant to which
any of such parties has incurred any obligation for borrowed money, any purchase
obligation or any other liability of any kind to any person or entity, including
Lender;
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8. Any sale or transfer of all or a substantial or material part of the assets
of any of such parties other than in the ordinary course of business; or
9. Any violation, breach or default under any letter agreement, security
agreement, or any other contract or instrument executed in connection with
this Note or securing this Note.
Upon the occurrence of any Event of Default and upon ten (10) days written
notice thereof to Borrower without cure of the Event of Default within ten (10)
days of such notice, Lender, at its option, may declare all sums of principal
and interest outstanding hereunder to be immediately due and payable without
presentment, demand, protest or notice of dishonor all of which are expressly
waived by Xxxxxxxx, and Xxxxxx shall have no obligation to make any further
advances hereunder. Xxxxxxxx agrees to pay all costs and expenses, including
reasonable attorneys' fees, expended or incurred by Xxxxxx in connection with
the enforcement of this Note or the collection of any sums due hereunder and
irrespective of whether suit is filed. Any principal or interest not paid when
due hereunder shall bear an additional cost equal to four percent (4%) per
month of the total overdue payment amount from and after the due date, until
such overdue amount has been paid in full.
This Note and all matters relating thereto, shall be governed by the laws
of the State of Utah.
"BORROWER"
RENAISSANCE GOLF PRODUCTS, INC.
By: /s/ Xxxx X. Xxxxxxx
____________________________
XXXX X. XXXXXXX, CHAIRMAN
/s/ Xxxx X. Xxxxxxx
_______________________________
XXXX X. XXXXXXX
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