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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Coyote Sports, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
224071100
(Cusip Number)
Mr. Mark A. Pappas
307 West Seventh Street
Suite 1210
Fort Worth, Texas 76102
(817) 810-0014
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 23, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares of Stock reported herein is 1,207,692 shares, which
constitutes approximately 20.9% of the 5,777,692 shares of Stock outstanding.
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1. Name of Reporting Person:
Paragon Coyote Texas Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,207,692 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,207,692 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,207,692 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 20.9%
14. Type of Reporting Person: PN
2
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- ------------
(1) Power is exercised through its sole general partner, Paragon Management
Group, Inc.
(2) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to
acquire up to 521,739 shares of the Stock. See Item 6.
3
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1. Name of Reporting Person:
Paragon Management Group, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,207,692 (1)(2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,207,692 (1)(2)(3)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,207,692 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 20.9%
14. Type of Reporting Person: CO
4
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- ------------
(1) Acting through its President, Mark A. Pappas.
(2) Solely in its capacity as the sole general partner of Paragon Coyote Texas
Ltd.
(3) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to
acquire up to 521,739 shares of the Stock. See Item 6.
5
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1. Name of Reporting Person:
Mark A. Pappas
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,207,692 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,207,692 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,207,692 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 20.9%
14. Type of Reporting Person: IN
6
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- ------------
(1) Solely in his capacity as the President of Paragon Management Group, Inc.
(2) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to
acquire up to 521,739 shares of the Stock. See Item 6.
7
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned hereby amend their Schedule 13D Statement dated March 30, 1998, as
amended by Amendment No. 1 thereto dated October 13, 1998, by Amendment No. 2
thereto dated February 5, 1999, and by Amendment No. 3 thereto dated February
16, 1999 relating to the common stock, par value $0.001 per share (the "Stock"),
of Coyote Sports, Inc., a Nevada corporation (the "Issuer").
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraph (a) of Item 5 hereby is amended in its entirety to read as
follows:
(a)
The Partnership
The aggregate number of shares of the Stock that the Partnership owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,207,692, which constitutes
approximately 20.9% of the outstanding shares of the Stock.
Paragon
Because of its position as the sole general partner of the Partnership,
Paragon may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 1,207,692 shares of the Stock, which constitutes approximately 20.9% of
the outstanding shares of the Stock.
8
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MAP
Because of his position as the President of Paragon, MAP may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,207,692
shares of the Stock, which constitutes approximately 20.9% of the outstanding
shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b) - (e) No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 hereby partially is amended by adding to the end thereof the
following:
The Voting Agreement has terminated in accordance with its terms.
On June 23, 1999, the Issuer and the Partnership, among others, entered
into the Second Amendment to Loan Agreement, which is filed herewith as Exhibit
10.12 (the "Second Amendment"). The description that follows of the Second
Amendment is not, and does not purport to be, complete, and is qualified in its
entirety by reference to such Exhibit 10.12.
Pursuant to the Second Amendment, (a) the principal amount of the Note
has been changed to $6,368,000, (b) the maturity date of the Note has been
changed to March 31, 2000, (c) the Partnership has waived the Issuer's failure
to pay interest due and payable to June 23, 1999 under the Note, (d) the
Partnership has no further obligations to the Issuer regarding financing, (e)
the Issuer has agreed to grant, or to cause to be granted, to the Partnership a
security interest in each of the following: (i) all of the issued and
outstanding capital stock of Apollo Sports Holdings Limited, a United Kingdom
company, (ii) all of the assets of Apollo Sports Technologies Limited, a United
Kingdom company (including without limitation the real property, plant and
equipment located at Rounds Green Road, Oldbury, Warley, West Midlands B69 2DF,
England) and (iii) all of the assets of Reynolds Cycle Technology Limited, a
United Kingdom company, and each of Stonebraker and Probst has agreed to use his
best efforts to cause the Issuer to comply with such covenant and (f) each of
the Issuer, Stonebraker and Probst has released the Partnership and certain
other specified persons from any and all Claims (as defined therein). In
addition, the Second Amendment provides that each of the untruth of any
representation and warranty of any of the Issuer, Stonebraker or Probst set
forth therein and the failure of any of the Issuer, Stonebraker and Probst
timely to comply in full with its covenants set forth therein shall constitute
an Event of Default.
9
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As contemplated by the Second Amendment, the Issuer has made and
delivered to the Partnership an Amended and Restated Promissory Note, which is
filed herewith as Exhibit 10.13 (the "Amended and Restated Note"). The Amended
and Restated Note reflects the changes to the Note effected by the Second
Amendment and described in the immediately-preceding paragraph.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no other contracts, arrangements, understandings or
relationships with respect to the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 hereby partially is amended by adding at the end thereof the
following:
Exhibit 10.12 -- Second Amendment to Loan Agreement dated as of June 23, 1999,
by and among Coyote Sports, Inc., Mel S. Stonebraker, James M.
Probst and Paragon Coyote Texas Ltd.
Exhibit 10.13 -- Amended and Restated $6,368,000 Promissory Note dated
June 23, 1999 made by Coyote Sports, Inc. in favor of Paragon
Coyote Texas Ltd.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
10
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 2, 1999
PARAGON COYOTE TEXAS LTD.,
a Texas limited partnership
By: Paragon Management Group, Inc.,
a Texas corporation, General Partner
By: /s/ Mark A. Pappas
Mark A. Pappas, President
PARAGON MANAGEMENT GROUP, INC.,
a Texas corporation
By: /s/ Mark A. Pappas
Mark A. Pappas, President
/s/ Mark A. Pappas
MARK A. PAPPAS
11
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
10.1 Loan Agreement dated as of March 19, 1998 by and among Coyote
Sports, Inc., Mel S. Stonebraker, James M. Probst and Paragon
Coyote Texas Ltd., previously filed with the Schedule 13D
Statement dated March 30, 1998.
10.2 $6,000,000 Promissory Note dated as of March 19, 1998 made by
Coyote Sports, Inc. in favor of Paragon Coyote Texas Ltd.,
previously filed with the Schedule 13D Statement dated March
30, 1998.
10.3 Registration Rights Agreement dated as of March 19, 1998 by
and between Coyote Sports, Inc. and Paragon Coyote Texas Ltd.,
previously filed with the Schedule 13D Statement dated March
30, 1998.
10.4 Security Agreement dated as of March 19, 1998 by and between
Mel S. Stonebraker, as Pledgor, and Paragon Coyote Texas Ltd.,
as Secured Party, previously filed with the Schedule 13D
Statement dated March 30, 1998.
10.5 Security Agreement dated as of March 19, 1998 by and between
James M. Probst, as Pledgor, and Paragon Coyote Texas Ltd., as
Secured Party, previously filed with the Schedule 13D
Statement dated March 30, 1998.
10.6 Section 3 Agreement dated as of March 19, 1998 by and among
Robert W. Tennent, Special Trustee of the Tennent Family Trust
dated as of November 20, 1989, Coyote Sports, Inc. and Paragon
Coyote Texas Ltd., previously filed with the Schedule 13D
Statement dated March 30, 1998.
10.7 $6,000,000 Promissory Note dated as of March 19, 1998 made by
Paragon Coyote Texas Ltd. in favor of Don & Marty Management
Group, Inc., previously filed with the Schedule 13D Statement
dated March 30, 1998.
10.8 Pledge Agreement dated as of March 19, 1998 by and between
Paragon Coyote Texas Ltd., as Pledgor, and Don & Marty
Management Group, Inc., as Secured Party, previously filed
with the Schedule 13D Statement dated March 30, 1998.
10.9 Consulting Agreement dated as of October 7, 1998 by and
between Coyote Sports, Inc. and Paragon Coyote Texas Ltd.,
previously filed with Amendment No. 1 to the Schedule 13D
Statement dated October 13, 1998.
10.10 First Amendment to Loan Agreement effective as of December 30,
1998, by and among Coyote Sports, Inc., Mel S. Stonebraker,
James M. Probst and Paragon Coyote Texas Ltd., previously
filed with Amendment No. 2 to the Schedule 13D Statement dated
February 5, 1999.
12
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10.11 Voting Agreement as of February 2, 1999, by and between Royal
Precision, Inc. and Paragon Coyote Texas Ltd., previously
filed with Amendment No. 3 to the Schedule 13D Statement dated
February 16, 1999.
10.12 Second Amendment to Loan Agreement dated as of June 23, 1999,
by and among Coyote Sports, Inc., Mel S. Stonebraker, James M.
Probst and Paragon Coyote Texas Ltd., filed herewith.
10.13 Amended and Restated $6,368,000 Promissory Note dated June 23,
1999 made by Coyote Sports, Inc. in favor of Paragon Coyote
Texas Ltd.
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
13
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EXHIBIT 10.12
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and
entered into as of June 23, 1999, by and among Coyote Sports, Inc., a Nevada
corporation (the "Borrower"), Mel S. Stonebraker, the Chairman of the Borrower's
board of directors ("Stonebraker"), James M. Probst, the Chief Executive Officer
and President and a director of the Borrower (jointly with Stonebraker, the
"Shareholders"), and Paragon Coyote Texas Ltd., a Texas limited partnership
whose principal executive offices are located at 307 West Seventh Street, Suite
1210, Fort Worth, Texas 76102 (the "Lender").
RECITALS
WHEREAS, the parties entered into that certain Loan Agreement dated as
of March 19, 1998, as amended by that certain First Amendment to Loan Agreement
dated as of December 30, 1998 (as so amended, the "Loan Agreement");
WHEREAS, Borrower has failed to pay interest due and payable under the
Note totaling $368,000 through the date hereof; and
WHEREAS, the parties wish to amend and extend the Loan, the Loan
Agreement and the Note as set forth below.
NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the parties hereby agree as follows:
1. The principal amount of the Note is hereby restated to be Six
Million Three Hundred Sixty-Eight Thousand Dollars ($6,368,000).
2. The maturity date of the Note (the "Maturity Date") hereby is
changed from September 19, 1999
to March 31, 2000.
3. Lender hereby waives Borrower's default in the payment of interest
due and payable to date under the Note.
4. Contemporaneously with the execution and delivery hereof, Borrower
agrees duly to execute and deliver to Lender an amended and restated promissory
note in the form attached hereto as Exhibit A (the "Amended and Restated Note").
From and after the execution and delivery hereof and of the Amended and Restated
Note, the term "Note" in the Loan Agreement shall refer to the Amended and
Restated Note, together with any and all renewals, extensions, restatements,
modifications, amendments, increases or rearrangements thereof.
Second Amendment to Loan Agreement
(Paragon Coyote Texas Ltd./Coyote Sports, Inc.)
As of June 23, 1999 - Page 1 of 4
<PAGE> 2
5. Each of Borrower and each Shareholder hereby irrevocably
acknowledges and agrees (i) that the provisions of Sections 1, 2 and 3 above
satisfy, and shall for all purposes be deemed to satisfy, all commitments (if
any) that are set forth in that certain letter from Lender to Borrower regarding
financing dated March 24, 1999 (the "Commitment Letter") and (ii) that neither
Lender nor any of its affiliates, as such term is defined in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended ("Affiliates"), shall have any
further obligations in such regard.
6. At soon as reasonably practicable, but in any event within thirty
(30) days from the date hereof, Borrower shall effect (or shall cause to be
effected), in form and substance satisfactory to Lender in Lender's sole
discretion, the grant to Lender of a security interest in each of the following:
(i) all of the issued and outstanding capital stock of Apollo Sports Holdings
Limited, a United Kingdom company, (ii) all of the assets of Apollo Sports
Technologies Limited, a United Kingdom company (including without limitation the
real property, plant and equipment located at Rounds Green Road, Oldbury,
Warley, West Midlands B69 2DF, England) and (iii) all of the assets of Reynolds
Cycle Technology Limited, a United Kingdom company. Each Shareholder shall use
his best efforts to cause Borrower to comply with Borrower's covenant set forth
in the immediately-preceding sentence.
7. The following shall constitute Events of Default:
(a) The untruth of any representation and warranty of Borrower
or of either Shareholder set forth herein; and
(b) The failure of Borrower or of either Shareholder timely to
comply in full with its covenants set forth herein.
8. Each of Borrower and each Shareholder, on its own behalf and on
behalf of its Affiliates, directors, officers, employees and agents and of their
respective successors, assigns, heirs, devisees and personal representatives
(each a "Releasing Party"), hereby unconditionally, finally and forever
releases, compromises and discharges, to the fullest extent allowed by law,
Lender and each of its partners, Affiliates, officers, employees and agents
(each a "Released Party"), from and against any and all liabilities,
obligations, claims, causes of action, debts, damages (including, without
limitation, special, incidental, indirect or consequential damages and damages
for loss of business profits), losses, penalties, fines, disputes, agreements,
understandings, costs and expenses (including, without limitation, attorneys'
fees, court costs and costs of investigation) of each and every kind whatsoever,
whether absolute or contingent, known or unknown, at any time on or prior to the
date hereof, directly or indirectly arising from, based upon, relating to or in
connection with (a) the Loan, the Loan Agreement and the Other Transaction
Documents and the transactions respectively contemplated thereby and (b) the
Commitment Letter (each a "Claim"). Each of Borrower and each Shareholder (i)
represents and warrants to each Released Party that neither it nor any other
Releasing Party has assigned or transferred, in whole or in part, to any person
or entity any Claim and (ii) agrees unconditionally to indemnify, defend and
hold harmless in full each Released Party from and against any and all Claims.
Second Amendment to Loan Agreement
(Paragon Coyote Texas Ltd./Coyote Sports, Inc.)
As of June 23, 1999 - Page 2 of 4
<PAGE> 3
9. As amended hereby, the Loan Agreement shall remain in full force and
effect. Each Shareholder acknowledges and agrees that Lender's rights under the
Stonebraker Security Agreement and the Probst Security Agreement shall remain in
full force and effect notwithstanding this Amendment or the transactions
contemplated hereby.
10. If any provision of this Amendment or the application thereof to
any Person or circumstance shall be invalid or unenforceable to any extent, the
remainder of this Amendment and the application of such provisions to any other
Person or circumstance shall not be affected thereby and shall be enforced to
the greatest extent permitted by law, provided that the essential economic
benefits of this Amendment to all parties shall not be materially and adversely
affected thereby.
11. All undefined capitalized terms used herein shall have the meanings
respectively given to them in the Loan Agreement.
12. This Amendment may be executed in one or more counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same instrument. Signatures exchanged by facsimile shall be deemed to
constitute original, manually-executed signatures and shall be fully binding.
The signature of a party hereto shall render this Amendment enforceable in full
against such party notwithstanding that one or more other parties shall not have
signed this Amendment.
[The remainder of this page has intentionally been left blank]
Second Amendment to Loan Agreement
(Paragon Coyote Texas Ltd./Coyote Sports, Inc.)
As of June 23, 1999 - Page 3 of 4
<PAGE> 4
IN WITNESS WHEREOF, the parties have entered into this Second Amendment
to Loan Agreement as of the date set forth above.
BORROWER: COYOTE SPORTS, INC.,
a Nevada corporation
By: /s/ James M. Probst
James M. Probst, Chief Executive Officer
LENDER: PARAGON COYOTE TEXAS LTD.,
a Texas limited partnership
By: Paragon Management Group, Inc.,
a Texas corporation, General Partner
By: /s/ Mark A. Pappas, President
Mark A. Pappas, President
SHAREHOLDERS: /s/ Mel S. Stonebraker
MEL S. STONEBRAKER
/s/ James M. Probst
JAMES M. PROBST
Second Amendment to Loan Agreement
(Paragon Coyote Texas Ltd./Coyote Sports, Inc.)
As of June 23, 1999 - Page 4 of 4
<PAGE> 1
EXHIBIT 10.13
AMENDED AND RESTATED PROMISSORY NOTE
June 23, 1999 $6,368,000.00
FOR VALUE RECEIVED, COYOTE SPORTS, INC., a Nevada corporation duly
qualified to transact business in the State of Colorado whose principal business
address is 2291 Arapahoe Avenue, Boulder, Colorado 80304 ("Maker"), promises to
pay to the order of PARAGON COYOTE TEXAS LTD., a Texas limited partnership, or
any subsequent holder hereof ("Lender"), on or before March 31, 2000, at its
office at 307 West Seventh Street, Suite 1210, Fort Worth, Texas 76102, or at
such other location as Lender may designate, in immediately available funds, SIX
MILLION THREE HUNDRED SIXTY-EIGHT THOUSAND DOLLARS ($6,368,000). Maker will also
pay interest on the unpaid principal balance outstanding from time to time at a
fixed rate of twelve percent (12%) per annum, payable quarterly in arrears.
Interest will be computed on the basis of the actual number of days
elapsed and a year comprising 360 days, unless such calculation would result in
a usurious interest rate, in which case such interest will be calculated on the
basis of a 365 or 366 day year, as the case may be.
All past due principal and interest on this Amended and Restated
Promissory Note (this "Note") will, at Lender's option, bear interest at the
maximum nonusurious rate of interest ("Highest Lawful Rate") or, if applicable
law does not provide for a maximum nonusurious rate of interest, at a rate per
annum equal to 18%.
Maker covenants to apply the total amount advanced by Lender hereunder
only in the manner set forth in that certain Loan Agreement dated as of March
19, 1998 among, inter alia, Maker and Lender, as amended by that certain First
Amendment to Loan Agreement dated as of December 30, 1998 and by that certain
Second Amendment to Loan Agreement dated as of June 23, 1999 (as so amended, the
"Agreement"). Maker understands and acknowledges that Lender would not be
willing to make the loan evidenced hereby but for Maker's covenant set forth in
the immediately-preceding sentence.
All undefined capitalized terms used in this Note shall have the
meanings respectively ascribed to them in the Agreement
In addition to all principal and accrued interest on this Note, Maker
agrees to pay: (a) all reasonable costs and expenses incurred by or on behalf of
Lender and all holders of this Note in attempting to collect this Note through
any judicial or other proceeding; and (b) reasonable attorneys fees if and when
this Note is placed in the hands of an attorney for collection. All amounts
payable hereunder are payable in the lawful money of the United States of
America. All
Amended and Restated Promissory Note Made by Coyote Sports, Inc.
in favor of Paragon Coyote Texas Ltd.
June 23, 1999 - Page 1 of 3 Initials of Maker's Authorized Signatory: /s/ JMP
<PAGE> 2
payments on this Note shall be applied first to the payment of accrued but
unpaid interest and, after all such interest has been paid, to the reduction of
the outstanding principal balance hereof.
Maker and Lender intend to conform strictly to applicable usury laws.
Therefore, the total amount of interest (as defined under applicable law)
contracted for, charged or collected with respect to the Loan shall never exceed
the Highest Lawful Rate. In the event that Lender is found to have contracted
for, charged or received any interest on the Loan in excess of the Highest
Lawful Rate, such occurrence shall be deemed a mistake and Lender shall
automatically reform the contract or charge to conform to applicable law. In the
event that Lender is found to have received any interest on the Loan in excess
of the Highest Lawful Rate, Lender shall either refund such excess interest to
Maker or credit the excess interest to the unpaid principal amount of the Loan.
All amounts found to constitute interest on the Loan will be spread throughout
the full term of the Loan in determining whether the interest contracted for,
charged or received thereon exceeds the Highest Lawful Rate.
The unpaid principal balance of this Note at any time will be the total
amount advanced by Lender, less the amount of all payments of principal. Maker
may at any time pay the full amount of this Note without the payment of any
premium, penalty or fee.
"Loan Document" means this Note and any document or instrument
evidencing, securing, guaranteeing or given in connection with this Note
including, without limitation, the Agreement and the Other Transaction
Documents. "Obligations" means all principal, interest and other amounts that
are or become owing under this Note, the Agreement or any Other Transaction
Document. "Obligor" means each of Maker, Stonebraker, Probst and any other
guarantor, surety, pledgor, co-signatory or other person who may now or
hereafter be obligated to pay all or any part of the Obligations.
Each Obligor severally waives notice, demand, presentment for payment,
notice of nonpayment, notice of intent to accelerate, notice of acceleration,
protest, notice of protest and the filing of suit and diligence in collecting
this Note and all other demands and notices, and consents and agrees that its
liabilities and obligations will not be released or discharged by any or all of
the following, whether with or without notice to it or any other Obligor, and
whether before or after the stated maturity hereof: (i) extensions of the time
of payment; (ii) renewals; (iii) acceptances of partial payments; (iv) releases
or substitutions of any collateral of any Obligor; and (v) failure, if any, to
perfect or maintain perfection of any security interest in any collateral. Each
Obligor agrees that acceptance of any partial payment will not constitute a
waiver and that waiver of any default will not constitute waiver of any prior or
subsequent default.
This Note shall be governed as to validity, interpretation,
construction, effect and in all other respects (including without limitation all
questions relating to usury) by the laws of the State of Colorado (exclusive of
any such laws that pertain to conflicts of laws). If any provision of this Note
is held to be illegal or unenforceable, such illegal or unenforceable provision
will not affect the remaining provisions of this Note. Maker(s) agrees that
service of process upon it may be
Amended and Restated Promissory Note Made by Coyote Sports, Inc.
in favor of Paragon Coyote Texas Ltd.
June 23, 1999 - Page 2 of 3 Initials of Maker's Authorized Signatory: /s/ JMP
<PAGE> 3
made by certified or registered mail, return receipt requested, at its address
specified below. Lender may serve process in any other manner permitted by law
and may bring any action or proceeding against Maker(s) or with respect to any
of its property in courts in other proper jurisdictions or venues. Payment of
this Note is secured by the Collateral Shares pursuant to the Security
Instruments.
Maker's signature below may be delivered to Lender by facsimile
transmission, and any such facsimile signature shall be deemed for all purposes
to constitute an original, manually-executed signature and shall be fully
binding to the same extent as if it were in fact Maker's original,
manually-executed signature.
This Note is given in amendment and restatement of that certain
promissory note dated March 19, 1998 in the principal amount of Six Million
Dollars ($6,000,000) executed by Maker and payable to the order of Paragon
Coyote Texas Ltd. (the "Original Note"), under which due and payable interest
totaling $368,000 remains unpaid at the date hereof. This amendment and
restatement shall not be considered a novation or a new contract; rather, all of
the rights, titles, powers, liens and estates created by virtue of the Original
Note and of the Security Instruments (as defined therein) are hereby expressly
acknowledged by Maker as valid and subsisting liens against the property therein
described.
NO COURSE OF DEALING BETWEEN MAKER AND LENDER, NO COURSE OF
PERFORMANCE, NO TRADE PRACTICES AND NO EXTRINSIC EVIDENCE OF ANY NATURE MAY BE
USED TO CONTRADICT OR MODIFY ANY TERM OF THIS NOTE OR ANY OTHER LOAN DOCUMENT.
THIS NOTE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE
AGREEMENT. THIS NOTE, THE AGREEMENT AND THE OTHER LOAN DOCUMENTS COLLECTIVELY
REPRESENT THE FINAL AGREEMENT BETWEEN LENDER AND MAKER AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BETWEEN THEM. THERE ARE NO ORAL AGREEMENTS BETWEEN LENDER AND MAKER.
IN WITNESS WHEREOF, Maker has executed this Note on June 23, 1999.
MAKER:
COYOTE SPORTS, INC., a Nevada corporation
2291 Arapahoe Avenue
Boulder CO 80304
By: /s/ James M. Probst
James M. Probst, Chief Executive Officer
Amended and Restated Promissory Note Made by Coyote Sports, Inc.
in favor of Paragon Coyote Texas Ltd.
June 23, 1999 - Page 3 of 3
<PAGE> 1
EXHIBIT 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
PARAGON COYOTE TEXAS, LTD.,
a Texas limited partnership
By: Paragon Management Group, Inc.,
a Texas corporation, General Partner
By: /s/ Mark A. Pappas
Mark A. Pappas, President
PARAGON MANAGEMENT GROUP, INC.,
a Texas corporation
By: /s/ Mark A. Pappas
Mark A. Pappas, President
/s/ Mark A. Pappas
MARK A. PAPPAS
