EXHIBIT 32
The following is a schedule setting forth material details in which the
documents delivered differ from the form:
Name Date Note Issued Amount of Note
---- ---------------- --------------
Trust February 28, 2002 $150,000
RIFL Holdings March 8, 2002 $150,000
Profit Sharing Plan February 28, 2002 $ 50,000
CSM February 28, 2002 $ 50,000
JCL February 28, 2002 $ 25,000
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT (the "Agreement"), dated as of August 9, 2002 between
ROYAL PRECISION, INC., a Delaware corporation (the "Company"), and ____________
(the "Director").
WHEREAS, the Company believes that (a) the Company's cash flow position will be
materially improved if the Company can eliminate the debt service on the
$___________ loan owed to the Director which bears interest at 13% annually and
matures on October 31, 2002 (the "Director Loan") and carries registration
rights as set forth in the subordinated note covering the Director Loan dated
________ (the "Note"), (b) the Company will not be able to repay the Director
Loan at its maturity, (c) the Company has defaulted in the payment of interest
due on July 26, 2002 under the Note, (d) the Director has the option to convert
the Director Loan into shares of common stock of the Company at the rate of $.25
per share upon a default under the Director Loan, (e) the later in time that the
Director converts the Director Loan, the greater the amount of interest that
will be owed and the greater the number of shares that will be issued upon
conversion of the Director Loan, and (f) Wells-Fargo Business Credit, Inc.
("Xxxxx Fargo") has requested that the Director Loan be converted into equity as
a condition of refinancing ("Conversion").
NOW THEREFORE, in consideration of the undertakings hereinafter contained, the
parties hereto, intending to be legally bound, do hereby agree as follows:
SECTION 1. NOTICE. Upon receipt of a written notice from the Company to the
Director prior to August 9, 2002 indicating that Xxxxx Fargo is about to execute
and deliver to the Company amended and restated loan agreements among
subsidiaries of the Company and Xxxxx Fargo, the Director agrees to convert the
outstanding principal and interest due under the Director Loan through August 9,
2002 into shares of common stock of the Company at the rate of $.25 per share
and waive all interest accruing for any time thereafter. As soon as practicable
after such notice, the Company shall issue to the Director a certificate for the
number of shares to which the Director is entitled. Conversion shall be
considered payment in full by the Company of the Note. The Director and the
Company will effect such amendments to the Note as may be necessary to implement
Conversion, while preserving the registration rights appurtenant to the shares
into which the Director Loan is converted.
SECTION 2. MISCELLANEOUS.
2.1. WAIVER. No purported waiver by either party or any default by the
other party of any term or provision contained herein shall be deemed to be a
waiver of such term or provision unless the waiver is in writing and signed by
the waiving party. No such waiver shall, in any event, be deemed a waiver of any
subsequent default under the same or any other term or provision contained
herein.
2.2. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding
between the parties concerning the subject matter of this Agreement and
incorporates all prior negotiations and understandings. There are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between them relating to the subject matter of this Agreement other than those
set forth herein. No representation or warranty has been made by or on behalf of
either party to this Agreement (or any officer, director, employee or agent
thereof) to induce the other party to enter into this Agreement or to abide by
or consummate any transactions contemplated by any terms of this Agreement,
except representations and warranties expressly set forth herein. No alteration,
amendment, change or addition to this Agreement shall be binding upon either
party unless in writing and signed by the parties to be charged.
2.3. JOINT PREPARATION. This Agreement is to be deemed to have been
prepared jointly by the parties hereto and any uncertainty or ambiguity existing
herein shall be interpreted according to the application of the rules of
interpretation for arms' length agreements.
2.4. NO PARTNERSHIP. Nothing contained in this Agreement shall be deemed or
construed by the parties hereto or by any third person to create the
relationship of principal and agent or of partnership.
2.5. SUCCESSORS. Each and all of the provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and, except as
otherwise specifically provided in this Agreement, their respective successors
and permitted assigns; provided, however, that neither this Agreement, nor any
rights herein granted may be assigned, transferred or encumbered except as
specifically otherwise permitted herein.
2.6. NOTICE PROCEDURE. Any consent, waiver, notice, demand, request or
other instrument required or permitted to be given under this Agreement shall be
in writing and be deemed to have been properly given only when delivered in
person or by telecopy or other facsimile transmission (followed with hard copy
sent by prepaid courier service), addressed to the following:
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If to Director Telephone:
Fax:
If to the Company
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000 Telephone: (000) 000-0000
Attn: President Fax: (000) 000-0000
Notice of change of address will be effective only upon receipt.
2.7. CAPTIONS. The captions and section numbers appearing in this Agreement
are inserted only as a matter of convenience. They do not define, limit,
construe or describe the scope or intent of the provisions of this Agreement.
2.8. PARTIAL INVALIDITY. If any term or provision of this Agreement, or the
application thereof to any person, firm, corporation or other entity or
circumstance, shall be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons, firms,
corporations or other entities or circumstances other than those as to which it
is held invalid, shall be unaffected thereby and each remaining term or
provision of this Agreement shall be valid and be enforced to the fullest extent
permitted by law.
2.9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and the
parties hereto may execute this Agreement by signing one or more counterparts.
2.10. THIRD PARTIES. Nothing herein express or implied is intended or shall
be construed to confer upon or give any person, other than the parties hereto
and their respective heirs, successors or permitted assigns, any rights or
remedies under or by reason of this Agreement.
2.11. GOVERNING LAW. This Agreement shall be governed and construed by the
provisions hereof and in accordance with the laws of the State of Delaware
applicable to agreements to be performed in the State of Delaware.
2.12. FURTHER ASSURANCES. If, at any time, either of the parties hereto
shall consider or be advised that any further documents are necessary or
desirable to carry out the provisions hereof, the appropriate party or parties
hereto shall execute and deliver, or cause to be executed and delivered, any and
all such other documents and do, or cause to be done, all things necessary or
proper to fully carry out the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
ROYAL PRECISION, INC.
By
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Xxxx X. Xxxxxxxx, President
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