Amendment No. 2 to Note
This Amendment to Note ("Amendment"), made, delivered, and effective as of
November 8, 1999, by and between Pro Golf International, Inc. ("Borrower") and
COMERICA BANK ("Bank").
WHEREAS, Borrower and Bank are parties to that certain Master Revolving Note in
the original principal amount of $8,500,000 dated June 22, 1999, as previously
amended as of September , 1999 ("Note"); and
WHEREAS, Bank and Borrower further desire to amend the Note as set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained in this Amendment, Borrower and Bank agree as follows:
1. The reference to "November 8, 1999" in the first sentence of the Note is
deleted and "March 15, 2000" is inserted in lieu thereof. The indebtedness
outstanding under the Note shall now be due and payable in full on the earlier
of March 15, 2000 and DEMAND by Bank.
2. Upon execution of this Amendment, Borrower shall pay Bank a non-refundable
amendment fee of $300,000 ("Amendment Fee") which fee shall be deemed fully
earned upon payment. Notwithstanding that the amendment fee is
non-refundable, Bank agrees as follows:
a. If on or before March 15, 2000 Borrower furnishes Bank with evidence
satisfactory to Bank that from the date hereof through March 15, 2000,
Borrower has raised $2,000,000 in capital in the form of equity or
subordinated debt (pursuant to written subordination agreements
satisfactory to Bank in the exercise of its sole, but reasonable,
discretion), Bank shall rebate $100,000 (and not more than $100,000) of
the Amendment Fee to Borrower.
b. If on or before March 15, 2000 Borrower furnishes Bank with evidence
satisfactory to Bank that from the date hereof through March 15, 2000,
Borrower has raised at least $1,000,000 but less than $2,000,000 in
capital in the form of equity or subordinated debt (pursuant to written
subordination agreements satisfactory to Bank in the exercise of its sole,
but reasonable, discretion), Bank shall rebate $50,000 (and not more than
$50,000) of the Amendment Fee to Borrower.
c. If on or before March 15, 2000, Borrower refinances through Bank its
indebtedness outstanding under the Note such that at least $8,000,000 of
the principal amount outstanding under the Note is refinanced as an
amortizing term loan and the balance thereof is replaced by a line of
credit based on a formula of Borrower's accounts and/or inventory pursuant
to loan documents satisfactory to Bank in the exercise of its sole, but
reasonable, discretion, Bank shall rebate $50,000 (and not more than
$50,000) of the Amendment Fee to Borrower, in addition to any other rebate
made under subpart a or b of this Section 2.
d. In no event shall Borrower be entitled to a rebate of the Amendment Fee
under both subparts a and b of this Section 2. In no event shall Borrower
be entitled to any rebate under this Section 2 if Borrower fails to raise
less than $1,000,000 in capital in accordance with the provisions of this
Section 2.
3. Borrower is responsible for all costs incurred by Bank, including without
limit reasonable attorney fees, with regard to the preparation and execution
of this Amendment.
4. The execution of this Amendment shall not be deemed to be a waiver of any
Default or Event of Default.
5. All the terms used in this Amendment which are defined in the Note shall have
the same meaning as used in the Note, unless otherwise defined in this
Amendment.
6. Borrower waives, discharges, and forever releases Bank, Bank's employees,
officers, directors, attorneys, stockholders, and their successors and
assigns, from and of any and all claims, causes of action, allegations or
assertions that Borrower has or may have had at any time up through and
including the date of this Amendment, against any or all of the foregoing,
regardless of whether any such claims, causes of action, allegations or
assertions are known to Borrower or whether any such claims, causes of
action, allegations or assertions arose as result of Bank's actions or
omissions in connection with the Note, or any amendments, extensions or
modifications thereto, or Bank's administration of the debt evidenced by the
Note or otherwise.
7. This Amendment is not an agreement to any further or other amendment of the
Note. This Amendment shall become effective upon execution by the parties and
payment by Borrower of the amendment fee required under paragraph 2 above.
Nothing set forth in this Amendment is intended nor shall be deemed to modify
the demand basis of the Note and Borrower acknowledges and agrees that Bank,
with or without reason and without notice, may demand that the Note be
immediately paid in full. Nothing set forth in this Amendment shall
constitute a commitment on the part of Bank to refinance any of the
indebtedness outstanding under the Note or otherwise extend any credit
facility to Borrower.
8. Borrower expressly acknowledges and agrees that except as expressly amended
in this Amendment, the Note, as amended, remains in full force and effect and
is ratified, confirmed and restated.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment on
the date set forth above.
Name(s) of Borrower(s): Pro Golf International, Inc.
By:______________________________ By:_______________________________
SIGNATURE OF SIGNATURE OF
Its:_____________________________ Its:______________________________
TITLE (IF APPLICABLE) TITLE (IF APPLICABLE)
COMERICA BANK
By:______________________________
SIGNATURE OF
Its:_____________________________
TITLE
The above Amendment to Note is consented to by the undersigned Guarantors as of
November 8, 1999.
Ajay Sports, Inc.
▇▇▇▇▇▇▇▇ Partners, Inc.
Pro-Golf of America, Inc.
Colorado Ridge Corporation
Acrodyne Corporation
By:____________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇, President of each of the above entities
TICO
By:____________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇, Managing Partner
SICO
By:____________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Managing Partner
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▇▇▇▇▇▇ ▇. ▇▇▇▇, individually
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, individually