FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT entered into as of August 5, 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 and Bank are parties to that certain Credit Agreement dated as
of June 30, 1998, as amended by four 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. Revised Definition. The definition of "Additional Amount" is hereby
amended in its entirety to read as follows:
"Additional Amount" means (i) during the months of February through
August, 1999, the least of (A) $750,000, (B) 15% of the Borrowing Base or (C)
200% of the market value (as determined by Bank) of the stock of Xxxxxxxx
Control, Inc. which is the subject of a first, perfected Lien in favor of Bank
("Xxxxxxxx Stock"), and (ii) during September, 1999, the market value of the
Xxxxxxxx Stock as determined by Bank on each Wednesday (beginning September 1)
based on the market value of the Xxxxxxxx Stock at the close of the preceding
Business Day.
3. Accommodation Fee. As consideration for Bank entering into this Fifth
Amendment to Credit Agreement, Borrowers hereby agree to pay Bank an
accommodation fee of $2,500 on September 1, 1999.
4. Effective Date. This Fifth Amendment shall be effective as of August
5, 1999 upon the execution of this Fifth Amendment by Borrowers and
Bank.
5. Ratification. Except as otherwise provided in this Fifth 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
Fifth Amendment, shall be construed as one agreement.
7. Counterparts. This Fifth 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 Fifth 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:_______________________________
