SHALL MEAN THE SUM OF (I) CASH, (II) CASH EQUIVALENTS,
(III) PUBLICLY TRADED AND PUBLICLY QUOTED MARKETABLE SECURITIES ACCEPTABLE TO
ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION, (IV) UNDISBURSED COMMITMENT
UNDER SECURED LINES OF CREDIT AVAILABLE TO BORROWER INCLUDING, WITHOUT
LIMITATION, UNDER THIS LOAN, AND (V) THE AMOUNT, IF ANY, NOT TO EXCEED
$2,000,000, BY WHICH ACCOUNTS RECEIVABLE OF THE BORROWER EXCEED ACCOUNTS PAYABLE
OF THE BORROWER, NET, IN CONNECTION WITH ANY OF THE FOREGOING, OF ANY
ENCUMBRANCE, SETOFF OR CLAIM AND MINUS ANY UNSECURED INDEBTEDNESS OF BORROWER.
(C)
INDEBTEDNESS.
BORROWER SHALL NOT AND SHALL NOT PERMIT ANY
SUBSIDIARY TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS, EXCEPT
FOR INDEBTEDNESS DISCLOSED ON THE CONSOLIDATED BALANCE SHEET OF BORROWER AND ITS
SUBSIDIARIES DATED AS OF DECEMBER 31, 2008; PROVIDED, HOWEVER, THAT
(I) INDEBTEDNESS INCURRED IN CONNECTION WITH LEASES OF GOLF CARTS AND (II) AN
INCREASE IN THE AMOUNT OF INDEBTEDNESS ATTRIBUTABLE TO CONVERTIBLE DEBT OF THE
BORROWER ARISING SOLELY FROM THE RECALCULATION OF THE AMOUNT OF SUCH DEBT UNDER
GAAP BASED ON A CHANGE IN THE STOCK PRICE OF SHARES OF THE BORROWER (AND NOT AS
A RESULT OF ISSUANCE OF NEW DEBT) SHALL NOT BE CONSIDERED AN INCURRENCE OF
INDEBTEDNESS HEREUNDER.
(D)
RESERVED.
(E)
RESTRICTED PAYMENTS.
BORROWER SHALL NOT, AND SHALL NOT PERMIT ANY
SUBSIDIARY TO, DECLARE OR MAKE, DIRECTLY OR INDIRECTLY, ANY RESTRICTED PAYMENT,
OR INCUR ANY OBLIGATION (CONTINGENT OR OTHERWISE) TO DO SO.
(f)
Dispositions.
Borrower shall not, and shall not permit any
Subsidiary to, make any Disposition or enter into any agreement to make any
Disposition, except:
(I)
DISPOSITIONS OF OBSOLETE OR WORN OUT PROPERTY, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF BUSINESS;
(II)
DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS; AND
(III)
DISPOSITIONS APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT IN ITS
SOLE DISCRETION.
3.4
EXTENSION.
THE MATURITY DATE IS HEREBY EXTENDED TO MARCH 13, 2010;
3.5
FIXED RATE PERIOD.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
LOAN DOCUMENTS, A TWO (2) MONTH FIXED RATE PERIOD WILL NO LONGER BE AVAILABLE
AND THE DEFINITION OF "FIXED RATE PERIOD" AND EXHIBIT F TO THE LOAN AGREEMENT
ARE HEREBY MODIFIED TO DELETE ANY REFERENCE TO A FIXED RATE PERIOD OF TWO
(2) MONTHS.
4.
WAIVER.
LENDERS HEREBY WAIVE (THE "WAIVER") UNTIL JUNE 30, 2009,
ANY DEFAULT ARISING UNDER SECTION 8.1(A)(II) OF THE LOAN AGREEMENT ARISING
SOLELY BY VIRTUE OF THE SUBJECTION OF THE REPORT AND OPINION OF THE AUDITORS OF
THE BORROWER FOR THE FISCAL YEAR ENDING ON OR ABOUT DECEMBER 31, 2008, TO A
"GOING CONCERN" OR LIKE QUALIFICATION (THE "WAIVED DEFAULT").
BORROWER
UNDERSTANDS, ACKNOWLEDGES AND AGREES (A) THAT THE WAIVER IS LIMITED TO THE
SPECIFIC DEFAULT DESCRIBED ABOVE AND THAT THE LENDERS HAVE NOT WAIVED ANY OTHER
DEFAULTS OR POTENTIAL DEFAULTS, (B) THAT THE EFFECTIVE PERIOD OF THE WAIVER WILL
EXPIRE AUTOMATICALLY AND WITHOUT NOTICE IMMEDIATELY UPON THE EARLIER OF THE DATE
DESIGNATED ABOVE OR THE OCCURRENCE OF ANY OTHER DEFAULT OR POTENTIAL DEFAULT
AND, UPON SUCH EXPIRATION, ADMINISTRATIVE