AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Amendment dated January 11, 1999, amends the Loan and Security
Agreement ("Agreement"), dated as of October 15, 1997, by and between
Renaissance Golf Products, Inc., a Delaware corporation ("RGPI"), and ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, an individual, jointly and severally (collectively referred to as the
"Borrower"), and AKA Charitable Remainder Unit Trust No. 1 ("Lender").
Borrower and Lender hereby agree to the addition of the following terms to
the Agreement:
6. NEGATIVE COVENANTS.
6.9 ADDITIONAL RGPI ACTIONS REQUIRING LENDER'S APPROVAL. RGPI shall
obtain the prior written approval of Lender, which approval can be granted or
refused in the sole discretion of Lender, before acting to:
-issue any securities other than as provided herein and in Lender's
Subscription Agreement for shares of Class A preferred stock;
-amend its Certificate of Organization or Bylaws;
-merge, consolidate, or sell its business assets other than in the
ordinary course of business;
-liquidate, dissolve, re-capitalize, or reorganize;
-pay any dividends other than those specified in Lender's Subscription
Agreement for shares of Class A preferred stock;
-acquire any business;
-redeem any securities;
-enter into any new loan agreement for more than $250,000;
-enter into any transactions with insiders other than in the ordinary
course of business;
-grant any compensation to officers other than in the ordinary course
of business; or
-make any fundamental changes to current business policies.
Borrower's violation of this provision shall constitute a material breach
of the Agreement and Lender shall have the right to terminate the Agreement upon
30 days notice to Borrowers. Borrowers shall have the right to cure the breach
during the notice period. In the event Borrowers fail to cure the default
within the notice period, the current loan principal and accumulated interest
shall become immediately due and payable.
7. SECURITY AGREEMENT.
7.1.3 Further grant of the Security Interest to include all shares
of common stock and options to acquire common stock held by ▇▇▇▇ ▇▇▇▇▇▇▇,
Granite Hollow Insurance Agency, and Pine Valley Ltd.
9. EVENTS OF DEFAULT.
9.5 ADDITIONAL PAYMENTS UPON DEFAULT. Notwithstanding any other
provision of this Agreement, upon the occurrence of any event, action or
inaction by Borrower, or in the event any action or inaction is threatened which
Lender reasonably believes will materially affect the value of the Collateral,
Lender may take such legal actions as it deems reasonably necessary under the
circumstances to protect the Collateral, including but not limited to, seeking
injunctive relief and the appointment of a receiver, irrespective of whether an
Event of Default or Potential Event of Default has occurred
Page 1 of Three
under this Agreement. In the event Lender determines to take action under
this Section 9.5, Lender shall provide Borrower with advance notice of any
such action.
9.6 WAIVER OF DEFAULT. Lender agrees to waive any Borrower default under
the Agreement which has occurred up to the date of this Amendment provided
Borrower comes into complete compliance with the terms and conditions of the
Agreement on or before April 1, 1999. The date within which Borrower must come
into complete compliance may be extended from April 1, 1999 for up to three
additional months to June 30, 1999 provided for each additional month, or any
part thereof, of continued non-compliance after April 1, 1999, Borrower grants
to Lender stock options to purchase 100,000 shares of Borrower's common stock at
the closing price on the first day of the month of such non-compliance as
reported on the OTC:BB.
In addition to the specific amendments to the Agreement set forth above,
Borrower and Lender further agree as follows:
A1. INTEREST PAYMENTS AND OPTION GRANTS
A1.1 PAYMENT OF INTEREST. Lender hereby agrees to accept stock in lieu of
cash for interest payments due as follows:
A1.1.1 For the time period of August 1998 through December 31,
1998; and
A1.1.2 For the time period of January 1999 through June 30, 1999,
to be granted in advance based upon the parties' best estimates of the total
interest payments which will become due and payable through the time period
indicated.
A1.1.3 For the time period after June 30, 1999, Borrower shall make
cash payments for interest due.
A1.2 CALCULATION OF SHARES. The number of shares granted to pay the
interest due shall be calculated by dividing the total interest due by the
average daily closing price as reported on the OTC:BB for the 10 trading days
immediately preceding the date of this Amendment.
A1.3 ADDITIONAL GRANT OF OPTIONS. As further consideration of Lender
accepting shares of common stock in lieu of interest payments, Borrower shall
grant to Lender an option to purchase an additional share of common stock for
every share received as payment for interest ("Interest Option").
A1.3.1 The grant of Interest Options shall be made at the such time
as this Amendment is executed by all parties.
A1.3.2 The Interest Options shall have an expiration date 10 years
from the date of grant and shall be exercisable at the average daily closing
price as reported on the OTC:BB for the 10 trading days immediately preceding
the date of this Amendment.
A1.3.3 At the end of the period for which Lender agrees to accept
shares of common stock in lieu of interest, the number of estimated shares
granted and accompanying Interest Options shall be adjusted to reflect the
actual amount of accumulated interest; i.e., if Borrower over estimated the
interest, Lender agrees to forfeit the excess shares and Interest Options
granted, if Borrower under estimated, Borrower agrees to grant additional shares
and Interest Options to Lender.
Page 2 of Three
A2. WARRANTS AND STOCK REGISTRATION
In consideration of Lender agreeing to provide Borrower with additional
time to come into complete compliance under the Agreement, Borrower agrees to
the following:
A2.1 EXTENSION OF WARRANT EXERCISE PERIOD. Borrower agrees to extend the
time within which Lender has to exercise 600,000 warrants previously granted to
Lender in conjunction with the Agreement for five additional years.
A2.2 ADDITIONAL WARRANT GRANT. Borrower agrees to grant Lender a warrant
to purchase an additional 600,000 shares of common stock at any time within 10
years of the date of grant at a price equal to the average daily closing price
as reported on the OTC:BB for the 10 trading days immediately preceding the date
of this Amendment.
A2.3 STOCK REGISTRATION. Borrower further agrees to file initial
registration documents with the Securities and Exchange Commission or before May
31, 1999 to register all of Lender's; (1) shares issued to date, (2) shares
granted in lieu of interest, (3) shares into which any Preferred Shares may be
converted which Lender will be purchasing in conjunction with this Amendment,
(4) shares to be issued upon Lender's exercise of any or all of the 1,000,000
options referenced in this Section A2, and (5) shares to be issued upon Lender's
exercise of any warrants to be granted in conjunction with this Amendment or
Lenders purchase of Preferred Shares.
IN WITNESS WHEREOF, Lender and Borrower have caused this Agreement to be
executed aas of the day and year first written at the head of this Agreement.
"Borrower" RENAISSANCE GOLF PRODUCTS, INC.
a Delaware Corporation
By:
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chief Executive Officer
ATTEST:
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant Secretary
"Borrower"
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
"Lender" AKA CHARITABLE REMAINDER TRUST
No. 1
By:
------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Trustee
Page 3 of Three