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EXHIBIT 3
AMENDMENT NO. 1 TO STOCKHOLDER AGREEMENT
AMENDMENT NO. 1 (this "Agreement") to the Stockholder Agreement, dated as
of May 12, 1997 (the "Stockholder Agreement"), among Xxxxx Xxxxxxx, an
individual residing at 0000 Xxxxx Xxxxxxxxxx Xxxxx Xxxx, Xxxxxxxx Xxxxxx,
Xxxxxxx 00000, Xxxx X. Xxxxx, an individual whose address is 0000 Xxxxx 00xx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, DMB Property Ventures Limited
Partnership, a Delaware limited partnership having an office at 0000 Xxxxx 00xx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Xxxx X. Xxxxx, an individual whose
address is 0000 Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 and Xxxxxxx
Xxxxxxxx, Trustee of the Xxxxxxx Xxxxxxxx Trust dated April 21, 1989, as
amended, whose address is 0000 Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx
00000 (Messrs. Edwards, Brown, Xxxxx and Xxxxxxxx, and DMB Property Ventures
Limited Partnership collectively referred to as the "Xxxxxxx Group"),
Xxxxxxxxxxx X. Xxxxxxxx, an individual residing at 0000 Xxxxx Xxxxx Xxxxx,
Xxxxxxx, Xxxxxxx 00000, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx Charitable
Remainder Trust #3 (Xxxxxxx X. Xxxxxxxx, Trustee) ("Xxxxxxxx CRT #3"), having an
office at Teton Pines, 0000 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 as successor to
RPJ/JAJ Partners, Ltd., a Wyoming partnership, Xxxxx X. Xxxxxxxx, an individual
residing at 0000 X. Xxxxxxxx Xxxx, Xxx Xxxxxx, Xxxxxxx 00000, Xxxxxxxx Xxxxxxx &
Company, L.P. ("Xxxxxxxx Xxxxxxx"), a New York limited partnership having an
office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxx X. Xxxxxx, an
individual residing at 0000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxx 00000 (Messrs.
Xxxxxxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx, and Xxxxxxxx
CRT #3 and Xxxxxxxx Xxxxxxx collectively referred to as the "Xxxxxxxx Group" and
each member of the Xxxxxxx Group and the Xxxxxxxx Group individually referred to
as a "Stockholder" and collectively as "Stockholders"), and Royal Precision,
Inc. (f/k/a FM Precision Golf Corp.), a Delaware corporation ("RP"). Capitalized
terms used herein and not otherwise referred to herein shall have the meaning
ascribed thereto in the Stockholder Agreement
WHEREAS, RP, Coyote Sports, Inc., a Nevada corporation ("CSI"), and RP
Acquisition Corp. ("Sub"), a Delaware propose to enter into an Agreement and
Plan of Merger dated as of even date herewith (the "Merger Agreement"),
providing for the merger of Sub with and into RP (the "Merger") pursuant to the
terms and conditions of the Merger Agreement, and setting forth certain
representations, warranties and agreements which each of the parties thereto is
making thereby in connection with the Merger; and
WHEREAS, in connection with the Merger, certain Stockholders of the
Company have agreed to enter into Voting Agreements in favor of CSI (the "Voting
Agreements") pursuant which, subject to the terms and conditions of such Voting
Agreements, such Stockholders have agreed to vote their shares of Common Stock
in favor of the adoption and approval of the Merger Agreement and the approval
of the Merger and against certain transactions which might delay, impede or
oppose the Merger and, concurrently therewith, grant to CSI a proxy to vote such
shares in favor of the adoption and approval of the Merger Agreement and the
approval of the Merger and against certain transactions which might delay,
impede or oppose the Merger; and
WHEREAS, the parties hereto wish to effect certain Amendments to the
Stockholders Agreement in connection with the Merger.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO STOCKHOLDER AGREEMENT. (a) Section 4 of the
Stockholders Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:
"SECTION 4. NO VOTING TRUSTS. Each Stockholder agrees that it will not, and
will not permit any entity under any Stockholder's control to, deposit any
of its Shares in a voting trust or subject any of his Shares to any
arrangement or agreement with respect to the voting of such Shares, other
than this Agreement and any Voting Agreement entered into in connection
with the Merger.
(b) A new Section 12 to the Stockholder Agreement is hereby
inserted immediately following Section 11.5 of the Stockholders Agreement to
read as follows:
Notwithstanding anything to the contrary contained herein, nothing in
this Stockholders Agreement shall be deemed to prohibit any part hereto
from executing and delivering the Merger Agreement or any Voting
Agreement, and performing his respective obligations thereunder.
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(c) Xxxxxxxxxxx X. Xxxxxxxx is hereby deleted as a party to
the Stockholders Agreement shall no longer have any rights or obligations
hereunder and, hereafter, (x) all references to the Xxxxxxxx Group shall be
deemed to be references solely to Messrs. Xxxxx X. Xxxxxxxx and Xxxxxxx X.
Xxxxxx, and Xxxxxxxx CRT #3 and Xxxxxxxx Xxxxxxx and (y) for all purposes of the
Stockholder Agreement, Xx. Xxxxxxxxxxx X. Xxxxxxxx shall not be deemed to be a
Stockholder for purposes of the Stockholder Agreement, as amended hereby.
SECTION 2. MISCELLANEOUS.
2.1. The parties, being concerned that either party may obtain
some advantage by having the law of the jurisdiction of its principal place of
business apply, and agreeing in concept to have this Agreement subject to the
laws of a neutral jurisdiction, whose laws are perceived as being fair in
general to the business community at large, have determined and agreed as
follows: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS. EACH OF THE PARTIES AGREES THAT ANY LEGAL ACTION BETWEEN
THE PARTIES RELATING TO THE ENTRY INTO OR PERFORMANCE OF THIS AGREEMENT, OR THE
INTERPRETATION OR ENFORCEMENT OF TERMS HEREOF, SHALL BE BROUGHT IN A FEDERAL OR
STATE COURT LOCATED IN NEW CASTLE COUNTY, DELAWARE, HAVING JURISDICTION OF THE
SUBJECT MATTER THEREOF, AND EACH PARTY IRREVOCABLY CONSENTS TO PERSONAL
JURISDICTION IN ANY SUCH FEDERAL OR STATE COURT, WAIVES ANY RIGHT TO OBJECT TO
SUCH VENUE OR TO ASSERT THE DEFENSE OF FORUM NON-CONVENIENS, AND AGREES THAT
SERVICE OF PROCESS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL ADDRESSED TO SUCH
PARTY AT ITS ADDRESS SET FORTH IN, OR DETERMINED IN ACCORDANCE WITH, SECTION
11.5 OF THE STOCKHOLDERS AGREEMENT.
2.2. If any provision of this Agreement or the application of
any such provision to any person or circumstances shall be held invalid by a
court of competent jurisdiction, the remainder of this Agreement, including the
remainder of the provision held invalid, or the application of such provision to
persons or circumstances other than those as to which it is held invalid, shall
not be affected.
2.3. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
2.4. All Section headings herein are for convenience of
reference only and are not part of this Agreement and no construction or
inference shall be derived therefrom.
2.5 From and after the date first written above, all
references tot he Stockholder Agreement (whether in the Stockholder Agreement or
in any other agreement or document making reference thereto shall be deemed to
be references to the Stockholder Agreement as amended by this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
ROYAL PRECISION, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Chairman
STOCKHOLDERS:
Signature of Stockholder: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Signature of Stockholder: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Signature of Stockholder: DMB PROPERTY VENTURES
LIMITED PARTNERSHIP
By: /s/ Xxxx X. Xxxxx
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Name:
Signature of Stockholder: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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Signature of Stockholder: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Trustee of the Xxxxxxx Xxxxxxxx Trust
dated April 21, 1989, as amended
Signature of Stockholder: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxxxx X. Xxxxxxxx
Signature of Stockholder: XXXXXXX X. XXXXXXXX AND XXXXX X.
XXXXXXXX CHARITABLE REMAINDER
TRUST #3
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Trustee
Signature of Stockholder: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Signature of Stockholder: XXXXXXXX XXXXXXX & COMPANY, L.P.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, General Partner
Signature of Stockholder: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
