exv10w2



 




Exhibit
10.2


FOC FINANCIAL L.P.



2025 S. AIRPORT BLVD.

CHANDLER, ARIZONA 85249




May 6, 2005




Prolink Solutions, LLC

7970 South Kyrene Road

Tempe, Arizona 85283

Attn: Lawrence Bain




	 	 	 	 	 
	 

	 	Re:
	 	$1,000,000 Revolving Line of Credit Loan to PROLINK SOLUTIONS, LLC, a Delaware
corporation from FOC FINANCIAL LIMITED PARTNERSHIP, an Arizona limited partnership






Gentlemen:




     This letter agreement (the “Agreement”), when executed by PROLINK SOLUTIONS LLC. (Prolink), a
Delaware corporation (“Borrower”) and FOC FINANCIAL LIMITED PARTNERSHIP (FOC), an Arizona Limited
Partnership (“Lender”), will constitute a binding agreement enforceable by and against the parties
hereto.



     Lender, in its sole discretion, may make advances (the “loan”) to Borrower from time to time
in an amount not to exceed One Million Dollars ($1,000,000”) (the “Maximum Amount”) on the terms
and conditions hereinafter set forth. The Loan shall be evidenced by that certain Revolving
Promissory Note of even date herewith in the principal amount of One Million Dollars ($1,000,000)
(the “Note”). Principal and interest shall be due and payable in accordance with the terms and
conditions of the Note. This Agreement, the Note, and such additional security documents and any
other instrument now or hereafter executed and delivered in connection with the loan evidenced
hereby, as the same may be amended, supplemental or otherwise modified and in effect from time to
time, are hereinafter collectively referred to as the “Loan Documents”.



     The Loan shall constitute a revolving line of credit loan and advances may be borrowed,
repaid, and reborrowed on a revolving basis through the Funding Termination Date, as defined in the
Note. Although the outstanding principal balance of the Loan may be zero from time to time, the
Loan Documents will remain in full force and effect until all obligations are paid and performed in
full. Upon the occurrence of an Event of Default, Lender may suspend or terminate the obligation
of Lender to make advances of the Loan.



     From time to time prior to the Funding Termination Date, Borrower may request that Lender fund
advances under this Loan in an amount equal to the sum of 90% of the Base Purchase Price plus
Prolink’s share of the Finance Purchase Price Profit with respect to a Prolink System, but in no
event more than an amount that when added to the then outstanding principal



 









 




balance of the Loan would exceed the Maximum Amount (the “System Advance Amount”). Lender will
endeavor to notify Prolink within two (2) business days after receipt of information regarding a
proposed funding whether it intends to loan the System Advance Amount with respect to such proposed
Funded Prolink System. If Lender elects, in its sole discretion, to loan the System Advance Amount
to Borrower, Lender shall make such advances within two (2) business days after the conditions
precedent in the following paragraph have been satisfied with respect to the Funded Prolink System.




     Lender’s obligation to make advances as provided in the Note is subject to the following
conditions precedent: (a) Approval by Lender of the executed Pay for Play or Lease Agreement
between PFG finance and the Golf Course Customer for the funded Prolink System ( the “Funded
Prolink System”); (b) Confirmation of credit Approval by PFG of the Golf Course Customer; (c)
Receipt of a detailed description and the System Advance Amount of the Funded Prolink System; (d)
Confirmation of shipment of the Funded Prolink System to the Golf Course Customer; and (e) Such
other documents as Lender in its reasonable discretion may require, each in form and substance
reasonably satisfactory to Lender. At such time as all of the conditions precedent to an advance
have been satisfied, Prolink will provide to Lender a written certification to such effect,
together with such back-up documentation as Lender shall reasonably request.



     In consideration for Lender making any advance to Prolink, Prolink agrees to pay to Lender a
loan origination fee (the “Loan Fee”) equal to one-half of one percent (.5%) of the System Advance
Amount with respect to such Funded Prolink System, which is fully earned and non-refundable upon
the making of the advance, and will be withheld by Lender from the System Advance Amount.



     Prolink shall repay Lender the System Advance Amount with respect to the Funded Prolink System
within three (3) business days after confirmation of good, collected funds by Prolink from the sale
of such Funded Prolink System. If PFG notifies Prolink that it does not intend to pay for a Funded
Prolink System or Prolink has reason to believe that PFG does not intend to pay for a Funded
Prolink System or payment for a funded Prolink System is more than 60 days past due, Prolink shall
notify its board of directors of such breach or anticipatory breach by PFG.



     If any Funded Prolink System is rejected, returned, or recovered, Borrower shall use its best
efforts to remarket such Funded Prolink System. As long as it is commercially feasible, such
rejected, returned, or recovered Funded Prolink System shall be given priority over other Prolink
Systems. If the rejected, returned, or recovered Prolink Funded System is defective, or other
unsaleable, Borrower shall replace such defective or unsaleable Funded Prolink System with another
Prolink System of equal quality. Prolink shall execute any necessary documents, instrument and
agreements to perfect or preserve the perfection and priority of Lender’s security interest in such
replacement ProLink System. If any such Funded ProLink System or replacement ProLink System is not
remarketed and shipped to a new Golf Course Customer within 60 days from the date of the notice to
the ProLink board of directors in the immediately preceding paragraph, ProLink shall notify its
board of directors that the Funded ProLink System or replacement ProLink System has not been
remarketed and shipped.



 









 





     As security for the payment and performance of all of ProLink’s obligations under this
Agreement, ProLink hereby grants to Lender a continuing lien on, and security interest in, all of
ProLink’s right, title, and interest in and to the Funded ProLink Systems and all proceeds and
accounts arising therefrom, whether now owned or hereafter acquired or existing (the “Collateral”).
To the extent allowable under applicable law, the Uniform Commercial Code of Arizona, Arizona
Revised Statutes 47-1101, et seq., shall govern the perfection of the security interests granted
herein. ProLink hereby irrevocably authorizes Lender at any time and from time to time to file in
any Uniform commercial Code jurisdiction any initial financing statements and amendments thereto
that (a) indicate that Lender has a perfected security interest in the Collateral and (b) contain
any other information required by Article 9 of the Uniform Commercial Code for the sufficiency or
filing office acceptance of any financing statement or amendment. ProLink shall execute such other
additional documents, instruments and agreements as requested by Lender to evidence or better
perfect the security granted herein. Notwithstanding anything to the contrary contained herein, so
long as Comerica Bank-California and its successors and assigns (collectively, “Comerica”) have any
loans outstanding to ProLink or is committed to make any advances to ProLink, Lender shall
standstill and shall not commence any litigation or pursue any non-judicial or self-help remedies
or take any other enforcement action against ProLink to collect the outstanding principal balance,
any accrued and unpaid interest or any other charges under the Loan or take any other action that
would cause an Event of Default under the Credit Agreement between ProLink and Comerica; provided,
however, so long as Comerica has not notified Lender in writing that an Event of Default has
occurred and is continuing under the Credit Agreement between ProLink and Comerica, Lender may
receive from ProLink and retain all Loan Fees, principal and interest payments and other charges
payable under this Agreement and the Note. The address for notices to Lender is FOC Financial
Limited Partnership, 2025 South airport Boulevard, Chandler, AZ 85249, Attn: Steven Fisher,
Facsimile: 480-782-9152. Lender may change its address for notices by delivering written notice to
Comerica at its address, and in the manner provided, in the Credit Agreement.



     The terms and provisions of this Agreement shall be construed in accordance with the laws of
the State of Arizona.



     The parties hereto agree that the time is of the essence as to each and every provision of
this agreement.



     Kindly indicate your understanding and agreement with the terms and conditions of this letter
agreement by signing the enclosed copy of this agreement and returning same to us.



	 	 	 	 	 	 	 
	 	 	LENDER:
	 
	 	 	 	 	 	 
	 	 	FOC FINANCIAL LIMITED PARTNERSHIP, an  
	 	 	Arizona limited partnership
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






	 	 	 	 	 
	CONSENTED AND AGREED TO:	 	 
	 
	 	 	 	 
	BORROWER:	 	 
	 
	 	 	 	 
	PROLINK SOLUTIONS, LLC., a Delaware corporation  
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title: