FIRST AMENDED PLEDGE AND SECURITY AGREEMENT
ILLINOIS CENTER GOLF PARTNERS L.P. LIMITED PARTNERSHIP INTEREST
AND
METROGOLF ILLINOIS CENTER, INC. SHARES
THIS FIRST AMENDED PLEDGE AND SECURITY AGREEMENT, dated as of the 23rd
day of December, 1997 (this "Pledge"), is made by METROGOLF INCORPORATED, a
Colorado corporation, with offices at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxx 00000 ("Pledgor") to FAMILY GOLF CENTERS, INC., a Delaware
corporation having an office at 000 Xxxxxxxxxxx Xxxx, Xxxxx 000X, Xxxxxxxx,
Xxx Xxxx 00000 ("Lender").
PRELIMINARY STATEMENT
WHEREAS, the Lender has made a loan (the "$150,000 Loan") to Pledgor in
the principal sum of ONE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS
($150,000.00);
WHEREAS, the $150,000 Loan is evidenced by a certain Note dated as of
December 17, 1997 from the Pledgor to Lender (the "$150,000 Note") and is or
shall be secured by a Deed of Trust (the "$150,000 Deed of Trust"). (The
$150,000 Deed of Trust, the Note and all other documents executed and
delivered or to be executed and delivered in connection with the Loan
$150,000 are hereinafter collectively referred to as the "$150,000 Loan
Documents");
WHEREAS, the Pledgor has entered into an Agreement and Plan of Merger
(the "Merger Agreement") and an Option Agreement (the "Option Agreement"),
each dated as of even date herewith, with Lender and Pledgor.
WHEREAS, simultaneously with the entering into of the Merger Agreement
and the Option Agreement, Lender has made an additional loan of Three Hundred
Fifty Thousand and 00/100 Dollars ($350,000.00) to Pledgor (the "$350,000
Loan");
WHEREAS, the $150,000 Note has been consolidated into, and the $350,000
Loan is evidenced by, a single Consolidated Secured Convertible Promissory
Note of even date herewith (the "Note") evidencing the aggregate $500,000
loan (the "Loan), and is or shall be secured by an unrecorded deed of trust
(the "Deed of Trust") which consolidates the $150,000 Deed of Trust. (The
Deed of Trust, the Note, the $150,000 Loan Documents and all the other
documents executed and delivered or to be executed and delivered in
connection with the Loan are hereafter referred to as the "Loan Documents.")
WHEREAS, Lender has declined to make the Loan and enter into the Merger
Agreement unless this Pledge of Pledgor's limited partnership interests in
Illinois Center Golf Partners L.P. (the "Partnership") and its shares of
MetroGolf Illinois Center, Inc.
(the "Corporation") is duly executed, acknowledged and delivered by Pledgor
to Lender to secure Pledgor's obligations under the Loan Documents;
WHEREAS, Pledgor has requested that the proceeds of the Loan be used only
for the purpose of paying the operating expenses of Pledgor's business owed
to any of those set forth on Exhibit A hereto;
WHEREAS, this Pledge amends and supersedes the Pledge and Security
Agreement Illinois Center Golf Partners L.P. Limited Partnership Interest and
MetroGolf Illinois Center, Inc. Shares dated as of December 18, 1997.
WHEREAS, Pledgor will derive substantial benefit from the making of the
Loan; and
WHEREAS, in order to induce Lender to make the Loan, Pledgor wishes to
execute, acknowledge and deliver to Lender this Pledge.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Pledgor hereby covenants and agrees with Lender to the
foregoing and as follows:
1. Definitions. For the purposes of this Pledge, the following terms
shall have the meanings set forth herein below:
"Business Day" shall mean any day other than a Saturday, Sunday or
legal holiday on which banks in New York, New York are authorized or
obligated, by law, governmental decree or executive order, to be
closed.
"Collateral" shall have the meaning set forth in Paragraph 2(a).
"Corporation" shall mean MetroGolf Illinois Center, Inc.
"Distributions" shall mean any and all payments and distributions,
whether in cash or in kind, paid or payable to Pledgor in connection
with Pledgor's Interest in the Partnership and the Corporation.
"Event of Default" shall have the meaning set forth in Paragraph 10.
"Initial Transaction Statement" shall have the meaning set forth in
Paragraph 3.
"Interest" shall mean any direct or indirect ownership, equity, record
or beneficial interest of any kind or nature whatsoever in the
Partnership and the Corporation, including, without limitation,
partnership, membership, stock and joint venture interests, and any
right, including without limitation any option, put, call or warrant
and rights to vote and receive Distributions relating to such
interest, and any and all rights to principal, interest and
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other sums due under any loans by Pledgor to the Partnership, the
Corporation or any other partner in the Partnership or shareholder of
the Corporation, and shall include without limitation, the percentage
of limited partnership interests in the Partnership and Shares set
forth on Schedule 1 hereto.
"Lender" shall have the meaning set forth in the preamble to this
Pledge.
"Loan Documents" shall have the meaning set forth in the Preliminary
Statement.
"Merger Agreement" shall have the meaning set forth in the Preliminary
Statement.
"Note" shall have the meaning set forth in the Preliminary Statement.
"Notice of Default" shall have the meaning set forth in Paragraph 10.
"Obligations" shall have the meaning set forth in Paragraph 2.
"Option Agreement" shall have the meaning set forth in the Preliminary
Statement.
"Partnership" shall mean Illinois Center Golf Partners L.P., a
Delaware limited partnership.
"Partnership Agreement" shall mean the Agreement of Limited
Partnership of the Partnership dated as of May 28, 1993, as amended as
of October 21, 1996 and December 17, 1997, and as the same may be
further amended, restated and/or supplemented from time to time.
"Partnership Certificate" shall mean any and all certificate(s) issued
to and owned by Pledgor and representing Pledgor's ownership, equity,
record and beneficial interest in the Partnership.
"Pledge" shall have the meaning set forth in the preamble to this
Pledge.
"Pledgor" shall have the meaning set forth in the preamble to this
Pledge.
"Shares" shall mean any and all certificate(s) issued to and owed by
Pledgor and representing Pledgor's ownership, equity, record and
beneficial interest in the Corporation.
"UCC-1s" shall mean the financing statements described in Paragraph
3(b) hereof.
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2. Pledge.
(a) As security for the prompt and complete payment and performance
of any and all indebtedness and/or other liabilities, obligations, covenants
or agreements of Pledgor to Lender, now or hereafter arising from, out of or
relating to the Loan Documents or the Option Agreement whether direct,
indirect, contingent or otherwise (hereinafter referred to collectively as
the "Obligations"), Pledgor hereby pledges, assigns and hypothecates to
Lender and grants to Lender a continuing, perfected and first priority lien
upon and security interest in, to and under all of Pledgor's right, title and
interest in and to the following (collectively, the "Collateral"), whether
now existing or hereafter from time to time acquired:
(i) any Interest in the Partnership and the Corporation;
(ii) one hundred percent (100%) of any and all Distributions of
any kind or nature whatsoever attributable or allocable to
Pledgor's Interest in the Partnership and the Corporation
including, without limitation, the right to receive proceeds
(whether cash, instruments, property or otherwise)
therefrom) plus (a) any stock dividend or distribution in
connection with any increase or reduction of capital,
reclassification, merger, consolidation, sale of assets,
combination of shares, stock split, spin-off or split-off;
(b) any option or other rights, whether as an addition to,
in substitution of or in exchange for any Collateral, of
otherwise; (c) dividends payable in property; (d) dividends
or distributions of dissolution, or in partial or total
liquidation, or from capital, capital surplus, or paid in
surplus; (e) any and all proceeds of causes and rights of
action or settlements thereof payable to Pledgor from time
to time with respect to the collateral and (f) any and all
other amounts from time to time paid or payable under or in
connection with the Collateral;
(iii) all certificates representing (i) or (ii) above;
(iv) all additional certificates or other evidence of Interests
in the Partnership or Corporation received by Pledgor
pursuant to any reclassification, reorganization, or
increase or reduction of capital attributable to any
certificate described in (iii) above or in substitution of
or in exchange of any certificate described in (iii) above;
(v) any loans to the Partnership, Corporation, any other partner
of the Partnership or shareholder of the Corporation by
Pledgor, including the full principal balance thereof, and
all interest and other sums due thereon; and
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(vi) all present and future proceeds of, from and relating to any
of the foregoing.
(b) The hypothecation, pledge and assignment made pursuant to this
Pledge shall be in addition to, and shall in no way limit or impair, any
rights of Lender in, to and under the Collateral or any of the Loan Documents.
3. Delivery and Registration of Pledged Collateral.
(a) All Collateral shall, at the Lender's sole option, be delivered
by delivery of all certificates or instruments representing or evidencing
such Collateral in suitable form for transfer by delivery or accompanied by
duly executed instruments of transfer or assignment, undated and in blank,
all in form and substance satisfactory to Lender in its sole and absolute
discretion. Upon the issuance of any such certificate or instrument, the same
shall be so assigned, delivered and endorsed to Lender immediately without
the need for any request therefor by Lender. Lender shall have the right, at
any time and from time to time, in its discretion and without notice to
Pledgor, to transfer to or to register in its name or in the name of any of
its nominees any or all of the Collateral.
(b) In addition to and not in limitation of the foregoing, Pledgor
upon request by Lender shall deliver to Lender the "Initial Transaction
Statement" in the form of Exhibit B hereto confirming that the Partnership
has registered the pledge effected by this Agreement on its books, has
delivered the Partnership Certificate to Lender, and concurrently with the
execution of this Agreement, shall deliver to Lender fully completed and duly
executed UCC-1 financing statements in form suitable for filing in the
jurisdictions listed on Schedule 2 (the "UCC-1's"), attached hereto and made
a part hereof, appropriately describing Pledgor's Interest in the Partnership
and corporation as security for the Obligations.
4. Lender's Duty of Care. Lender shall exercise reasonable care in the
custody of any Collateral but shall be deemed to have exercised reasonable
care (a) if such Collateral is accorded treatment substantially equal to that
which Lender accords its own property (it being understood that Lender shall
have no responsibility for ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative
to any Collateral and whether or not Lender has or is deemed to have
knowledge of such matters), or (b) if Lender takes such action with respect
to the Collateral as Pledgor shall request, but no failure to comply with any
such request nor any omission to do any such act requested by Pledgor shall
be deemed a failure to exercise reasonable care, nor shall Lender's failure
to take necessary steps to preserve rights against any parties with respect
to any Collateral in its possession be deemed a failure to exercise
reasonable care.
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5. Representations and Warranties. Pledgor does hereby represent and
warrant to Lender as follows:
(a) Except as set forth in Schedule 5(a), Pledgor is the sole
beneficial owner and holder of the Interest of Pledgor in the Partnership and
the Corporation. No party other than Pledgor has any option, warrant, call,
commitment or other right with respect to Pledgor's Interest in the
Partnership and the Corporation.
(b) Pledgor is, and as to all Collateral acquired after the date
hereof shall be, the true, legal and lawful owner and holder of the
Collateral, free and clear of any liens, pledges, security interests or
encumbrances whatsoever except for the security interest of Lender created by
this Pledge and the other Loan Documents.
(c) Pledgor is a corporation, duly formed, validly existing and in
good standing under the laws of the State of Colorado, is qualified to do
business in any other jurisdiction in which it conducts its business (other
than with respect to jurisdictions with which it has only di minimus business
contacts) and has all requisite power and authority to conduct its business
as now conducted, to own its assets and properties, and to execute, deliver
and perform all of its obligations set forth in the Loan Documents.
(d) Pledgor has full power and lawful right to make the
hypothecation, assignment and pledge contemplated in this Pledge and to vest
in Lender the security interest created hereby, and the rights and interests
assigned and pledged hereunder constitute valid and subsisting rights and
interests of Pledgor.
(e) Upon the filing of the UCC-1's and taking the actions described
in Paragraph 3(b), this Pledge shall create a valid first priority lien on
and a perfected first priority security interest in the Collateral,
enforceable as such against the rights of creditors of and purchasers from
Pledgor. The filing of the UCC-1's and taking the actions described in
Paragraph 3(b) will constitute all actions necessary to protect and perfect
such lien on and security interest in each item of the Collateral.
(f) This Pledge constitutes the legal, valid and binding obligation
of Pledgor, enforceable in accordance with its terms.
(g) The execution, delivery and performance by Pledgor of this
Pledge, the exercise by Lender of the voting or other rights provided in this
Pledge and the remedies in respect of the Collateral under this Pledge (i)
have been duly authorized; (ii) do not require the approval of any
governmental authority or other third party or require any action of, or
filing with, any governmental authority or other third party to authorize
same (other than the UCC-1's); (iii) shall not, (A) violate or result in the
breach of any provision of law or regulation, any order or decree of any
court or other governmental authority, (B) violate, result in the breach of
or constitute a default under the Partnership Agreement, any agreement among
the shareholders of the Corporation, any indenture, mortgage, deed of trust,
agreement or any other instrument to which Pledgor is a party or by which any
of Pledgor's assets (including, without limitation, the
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Collateral) are bound, including without limitation the Partnership
Agreement, or (C) be in conflict with any such indenture, mortgage, deed of
trust, agreement or other instrument and (iv) shall not result in the
creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of Pledgor except as
contemplated by the provisions of this Pledge and the other Loan Documents.
(h) There is not now pending or, to the best of Pledgor's
knowledge, threatened any action, or proceeding at law or in equity or by or
before any administrative agency which if adversely determined would impair
or affect Pledgor's or Lender's interest in the Collateral or the value
thereof or Pledgor's aggregate financial condition or operations.
(i) The financial statements furnished by Pledgor in connection
with the Loan and this Pledge are true, correct and complete in all respects
and do not contain any omission or misstatement of fact which would make the
statements contained therein false, misleading or incomplete in any respect.
(j) There is no financing statement (or similar statement or
registration under the law of any jurisdiction) now on file or registered in
any public office covering any interest of Pledgor in the Collateral or
intended so to be other than any in favor of Lender. There are no set-offs,
counterclaims or defenses with respect to the Collateral and no agreement has
been made with any other person or party with respect thereto.
(k) Pledgor has obtained all necessary consents to this Pledge.
(l) The Partnership is a limited partnership duly formed, validly
existing and in good standing under the laws of the State of Illinois and is
authorized to do business in each state where its property is located and has
all requisite power and authority to conduct its business as now conducted
and to own its assets and properties, and is qualified to do business in any
other jurisdictions in which it conducts business (other than with respect to
jurisdictions with which it has only di minimus business contacts).
(m) The Corporation is a corporation, duly formed, validly existing
and in good standing under the laws of the State of Colorado, is qualified to
do business in any other jurisdiction in which it conducts it business (other
than with respect to jurisdictions with which it has only di minimus business
contacts) and has all requisite power and authority to conduct its business
as now conducted, to own its assets and properties, and to execute, deliver
and perform all of its obligations set forth in the Loan Documents.
(n) The principal place of business of Pledgor is located at its
address first set forth above. Pledgor shall not change such principal place
of business without first notifying Lender of its intention to do so, and
furnishing Lender with any UCC-1's or amendments thereto as may be requested
by Lender in connection therewith.
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(o) None of the Collateral has been issued or transferred in
violation of the securities registration, securities disclosure or similar
laws of any jurisdiction to which such issuance or transfer may be subject.
6. Further Assurances. Upon the request of Lender, Pledgor, at
Pledgor's sole cost and expense, shall execute and deliver all such further
financing statements, continuation statements, assurances and assignments of
the Collateral and consents with respect to the pledge of the Collateral and
the execution of this Pledge, and shall execute and deliver such further
instruments, agreements and other documents and do such further acts and
things, as Lender may request in order to more fully effectuate the purposes
of this Pledge and the assignment of the Collateral and obtain the full
benefits of this Pledge and the rights and powers herein created.
7. Attorney-in-fact. Pledgor hereby authorizes Lender at any time to
take any action and to execute any instrument, including without limitation
to file one or more financing statements and/or continuation statements, to
evidence and perfect the security interest created hereby and irrevocably
appoints Lender as its true and lawful attorney-in-fact, which power of
attorney shall be coupled with an interest, with full authority in the place
and stead of Pledgor and in the name of Pledgor or otherwise, from time to
time, in Lender's sole and absolute discretion, including without limitation
(a) for the purpose of executing such statements in the name of and on behalf
of Pledgor, and thereafter filing any such financing and/or continuation
statements and (b) to receive, endorse and collect all instruments made
payable to Pledgor representing any interest payment or other distribution in
respect of the Collateral or any part thereof and to give full discharge for
the same. Nothing contained in this Paragraph 7 shall result in the expansion
of the obligations, or the reduction of the rights, of Pledgor hereunder or
under the Loan Documents.
8. Covenants and Agreements. In addition to any and all other
covenants and agreements by Pledgor under this Pledge, Pledgor further
covenants and agrees that:
(a) Pledgor shall defend the Collateral against the claims and
demands of all persons whomsoever and Pledgor shall likewise defend Lender's
right, title and interest thereto and security interest therein against all
claims and demands of any other person or party at any time claiming the same
or any interest therein adverse to Lender.
(b) Pledgor will only conduct business (other than de minimus
business) in jurisdictions in which it is qualified to conduct business.
(c) Pledgor shall not directly or indirectly assign, pledge,
hypothecate, transfer, exchange, grant any option or security interest in and
with respect to, or otherwise dispose of or encumber, the Collateral or any
beneficial or other interest therein, except as provided in the Loan
Documents.
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(d) Pledgor shall be liable for and shall from time to time pay and
discharge, all taxes, assessments and governmental charges imposed on the
Collateral by any federal, state or local authority.
(e) Pledgor shall give Lender prompt notice of (i) the occurrence
of any default under this Pledge and (ii) any action or proceeding to which
Pledgor is a party, or affecting Pledgor, an adverse determination of which
would affect Pledgor in any materially adverse manner or the Collateral in an
adverse manner.
(f) Pledgor covenants that appropriate financing statements,
continuation statements or other appropriate instruments will be delivered to
Lender at its request for filing under the Uniform Commercial Code of each
jurisdiction as may be necessary or desirable to create, perfect and/or
continue the security interest created by this Pledge to the extent such
perfection may be accomplished in whole or in part by filing. All such
financing statements shall describe the Collateral as it is defined in
Paragraph 2 hereof. In addition, Pledgor shall deliver to Lender at its
request any and all certificates evidencing Interests of Pledgor or other
Collateral or evidence of the Collateral, the delivery and possession of
which are necessary or desirable in order to create, maintain and/or perfect
a security interest therein.
(g) Pledgor shall deliver to Lender any and all Distributions
payable to Lender pursuant to the terms of this Pledge and/or the Loan
Documents and shall deliver to Lender all principal, interest and other sums
due under any loans by Pledgor to the Partnership, the Corporation, the other
partners in the Partnership or shareholder of the Corporation. Pledgor shall
promptly deliver to Lender all notes or other evidence of indebtedness with
respect to such loans.
(h) Pledgor shall perform all of its obligations under the
Partnership Agreement.
(i) Pledgor shall (i) not amend, modify or change the Partnership
Agreement and (ii) enforce all of its rights and remedies thereunder in the
exercise of its prudent business judgment.
(j) Pledgor shall not, with respect to Pledgor, the Partnership or
the Corporation, without the express prior written consent of Lender, (i)
file a voluntary petition in bankruptcy or a petition or answer seeking or
acquiescing in any reorganization or for an arrangement, imposition,
readjustment, composition, liquidation, dissolution, winding-up or any other
relief for itself or with respect to its debts pursuant to the United States
Bankruptcy Code or any similar law or regulation of any Governmental
Authority relating to any other relief for debtors, now or hereafter in
effect; (ii) make an assignment for the benefit of creditors or admits in
writing its inability to pay or fails or is generally unable to pay its debts
as they become due; (iii) seek, consent to or acquiesce in the appointment of
a receiver, trustee, custodian, conservator, liquidator or other similar
official of such party, for all or any part of the Collateral; (iv) commit
any voluntary "act of insolvency" as such term is defined in the United
States Bankruptcy Code or any state law or similar law or regulation of any
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federal, state, domestic, foreign or other jurisdiction (v) take any action
in furtherance of the foregoing or; (vi) fail to deny in a timely manner the
material allegations of a filing of any petition or answer described in
Paragraph 10(a)(vi) below.
(k) Pledgor shall not permit the liquidation, dissolution, winding
up or discontinuation, in whole or in part, of Pledgor, the Partnership or
the Corporation without the express prior written consent of Lender.
9. Indemnification. Pledgor shall and does hereby agree to indemnify
Lender for and to hold Lender harmless from and against any and all loss,
cost, damage, liability or expense (including without limitation attorneys'
fees and distributions) which in any way arise from, out of or with respect
to (a) Pledgor's failure to comply with any of its obligations hereunder
and/or (b) any and all claims and demands whatsoever which may be asserted
against Lender by reason of any alleged obligations or undertakings on its
part to perform or discharge any of the terms, covenants or agreements
contained in the Pledge except for the consequences of its own willful
misconduct. Should Lender incur any such liability, loss or damage, the
amount thereof shall be deemed part of the Loan and secured hereby and
Pledgor shall reimburse Lender therefor promptly upon demand. This Pledge
shall not operate to make Lender responsible or liable in any manner for any
matter arising out of or in any way related to the Collateral.
10. Events of Default; Remedies.
(a) Any of the following events shall be deemed an "Event of
Default" hereunder:
(i) If any representation or warranty by Pledgor herein or any
representation or warranty in any writing furnished in
connection with or pursuant to this Pledge, the Loan
Documents or the Option Agreement shall be determined by
Lender to be false or misleading in any material respect on
the date as of which made;
(ii) If Pledgor materially defaults in the performance or
observance of any agreement, covenant, term or condition
contained in this Pledge;
(iii) If Pledgor should be in default after the expiration of
any cure period under any of the Loan Documents or
Option Agreement
(iv) If Pledgor uses the proceeds of the Loan for any purpose
other than the purpose of paying the operating expenses of
Pledgor's business owed to any of those set forth on Exhibit
A hereto;
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(v) If Pledgor fails to withhold payroll taxes from any such
payment to employees; or
(vi) If Pledgor shall have filed against it in any proceeding or
other action an involuntary petition, arrangement,
imposition, readjustment composition, liquidation,
dissolution, winding-up or an answer proposing an
adjudication of it as bankrupt or insolvent, or, an action
seeking to appoint a trustee, receiver, custodian, or
conservator or liquidator, or any similar law or regulation,
federal, state, domestic or foreign now or hereafter in
effect is subject to a reorganization pursuant to the United
States Bankruptcy Code, and any such filing, answer, action
or other proceeding is approved by any court of competent
jurisdiction and the order approving the same shall not be
vacated, stayed, set aside or discharged within ninety (90)
days from entry.
(b) Upon the occurrence of an Event of Default, Lender shall have all
of the following remedies:
(i) Lender shall have all of the rights and remedies provided
under this Pledge and to a secured party by the Uniform
Commercial Code in effect in the State of Colorado, the
State of Illinois, State of California and any other
jurisdiction in which the Collateral may be located at that
time;
(ii) Lender, except to the extent prohibited by law, without in
any manner waiving such Event of Default, may, at its
option, without further notice and without regard to the
adequacy of any security for the Loan, either in person or
by agent, with or without bringing any action or proceeding,
collect and receive all distributions, payments, income,
principal, interest and earnings arising, accruing or
becoming due to Pledgor with respect to the Collateral;
(iii) Lender, except to the extent prohibited by law, without
further act or the necessity for demand of performance or
any other demand, advertisement or notice of any kind of
time and place of transfer, may cause the Collateral to be
transferred to its name or to the name of its nominee, and
thereafter exercise as to the Collateral all of the rights,
provisions and duties of an owner.
(iv) Lender, except to the extent prohibited by law, without the
necessity for demand of performance or other demand,
advertisement or notice of any kind of time and place of
public or private sale to or upon any other person (all and
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each of which demands, advertisements and/or notices are
expressly waived by Pledgor) shall have the right to
forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, transfer and register in
its name or in the name of its nominee the whole or any part
of the Collateral, exchange certificates or instruments
representing or evidencing Collateral for certificates or
instruments of smaller or larger denominations, and
exercising the voting rights thereto, and/or may forthwith
sell, assign, give an option or options to purchase,
contract to sell or otherwise dispose of and deliver the
Collateral or any part thereof, in one or more portions at
public or private sale or sales, upon such terms and
conditions as it may deem advisable and at such prices as it
may deem best (and without any requirements for
"installing"), for cash, for credit or for future delivery
without assumption of any credit risk, with the right of
Lender upon any such sale or sales, public or private, to
purchase the whole or any part of the Collateral so sold.
In connection with any such sale, assignment, option,
contract, disposition or delivery:
(A) The sale of Collateral shall have been made in a
commercially reasonable manner if conducted in
conformity with reasonable commercial practices of
banks disposing of similar property, but in any event,
Lender may sell on such terms as Lender may choose,
without assuming any credit risk and without any
obligations to advertise. Pledgor hereby waives any
claims against Lender arising by reason of the fact
that the price at which any of the Collateral may have
been sold at any private sale was less than the price
that might have been obtained at a public sale, even if
Lender accepts the first offer received and does not
offer the Collateral to more than one offeree;
(B) Lender may apply the proceeds of any such sale or
disposition to the satisfaction of Lender's attorneys'
fees and expenses and other costs and expenses incurred
in connection with Lender's retaking, holding,
preparing for sale, and selling of the Collateral;
(C) In the event that notice is necessary, written notice
mailed to Pledgor at the address given below five (5)
Business Days prior to the date of public sale of the
Collateral subject to the lien and security interest
created herein or prior to the date after which private
sales or any other disposition of said Collateral
will be
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made shall constitute reasonable notice, but notice
given in any other reasonable manner or at any other
reasonable time shall be sufficient;
(iv) Lender may, in its sole and absolute discretion, make any
compromise or settlement deemed desirable by Lender and/or
extend the time of payment or delivery, arrange for payment
or delivery in installments, or otherwise modify the terms
of, or release, any of the Collateral, and without otherwise
discharging or affecting the Obligations, the Collateral or
the security interest granted herein;
(v) Upon notice to Pledgor, the Partnership and the Corporation
by Lender stating that an Event of Default has occurred (the
"Notice of Default"), all rights of Pledgor to exercise the
voting and other rights which Pledgor would otherwise be
entitled to exercise pursuant to Paragraph 11(a) and all
other rights of Pledgor with respect to the Collateral shall
cease, all such rights shall thereupon become vested in
Lender and Lender shall thereupon have the sole right to
exercise such voting and other rights;
(vi) All rights of Pledgor to receive Distributions which Pledgor
would otherwise be authorized to receive and retain pursuant
to Paragraph 11(b) herein shall cease, and all such rights
shall thereupon become vested in Lender, which shall
thereupon have the sole right to receive and hold such
Distributions as part of the Collateral;
(vii) All Distributions which are received by Pledgor contrary to
the provisions of Paragraph 10(b)(vi) shall be received in
trust for the benefit of Lender, segregated from other funds
of Pledgor and forthwith paid over to Lender as part of the
Collateral in the form received (with any necessary
indorsement); and
(viii) In order to permit Lender to exercise the voting and other
rights which Lender may be entitled to exercise pursuant to
Paragraph 10(b)(v), (vi) and (vii), and to receive all
Distributions, payments, income, principal, interest and
earnings which Lender may be entitled to receive under such
subparagraphs, Pledgor shall, if necessary, upon written
notice from Lender, from time to time, execute and deliver
to Lender any instruments as Lender may request and in form
satisfactory to Lender in all respects.
13
11. Voting Rights; Distributions; Etc. As long as no default or Event
of Default shall have occurred under this Pledge or any of the Loan Documents:
(a) Pledgor shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Collateral or any part thereof for
any purpose not inconsistent with the terms hereof or the Loan Agreement;
provided, however, that Pledgor shall not exercise (or shall refrain from
exercising) any such right if, in the Lender's sole judgment, such action
would have an adverse effect on the value of the Collateral or any part
thereof or the Lender's interests therein and, provided, further, that
Pledgor shall give Lender at least five (5) days' prior written notice of the
manner in which Pledgor intends to exercise, or the reasons for refraining
from exercising, such rights.
(b) Pledgor shall be entitled to receive and retain any and all
Distributions, other than any and all:
(i) Distributions paid or payable other than in cash in respect
of, and instruments and other property received, receivable
or otherwise distributed in respect of, or in exchange for,
any of the Collateral;
(ii) Distributions paid or payable in cash in respect of any of
the Collateral in connection with a partial or total
liquidation or dissolution or in connection with a reduction
of capital, capital surplus or paid-in surplus; and
(iii) cash paid, payable or otherwise distributed in redemption
of, or in exchange for, any of the Collateral,
all of which shall be, and all of which shall be forthwith delivered
to Lender to hold as, part of the Collateral and, if received by Pledgor,
shall be received in trust for the benefit of the Lender, segregated from the
other property or funds of Pledgor, and forthwith delivered to Lender as part
of the Collateral in the form received (with any necessary endorsement).
12. Lender's Rights. Lender may, at any time, acting in each instance in
Lender's sole and absolute discretion:
(a) extend or change the time of payment and/or the manner, place
or terms of payment of all or any of the Obligations;
(b) exchange, release and/or surrender all or any of the
Collateral, by whomsoever deposited, which is now or may hereafter be held by
Lender in connection with the Obligations;
(c) sell and/or purchase all or any such Collateral and dispose of
the proceeds thereof, as the owner(s) thereof have authorized or may
authorize.
14
(d) transfer to or register in the name of Lender or Lender's
nominee all or any part of the Collateral at any time, and to do so before or
after the maturity of all or any part of the Obligations, and with or without
notice to Pledgor; and
(e) assign or transfer this Pledge, or an instrument evidencing all
or any part of the Obligations, and Lender may deliver all or any of the
Collateral to the transferee, who shall thereupon become vested with all the
powers and rights in respect thereto given to Lender hereby, and Lender shall
thereafter be forever relieved and fully discharged from any liability or
responsibility with respect thereto, but Lender shall retain all rights and
powers hereby given with respect to any and all instruments, rights or
property not so transferred.
13. Release. Lender may release or surrender at any time all or any of
the Collateral or other security under the Loan, release any party primarily
or secondarily liable thereon and may apply any other security held by it in
satisfaction of the Loan without prejudice to its rights under this Pledge.
14. Continuing Security Interest; Termination.
(a) This Pledge shall create a continuing security interest in the
Collateral and, unless terminated by operation of law, shall remain in full
force and effect and be binding upon Pledgor and the legal representatives,
successors and assigns of Pledgor until the payment and performance in full
of the Obligations and shall be reinstated, as applicable, if at any time
payment of the Obligations, or any part thereof, is rescinded or reduced in
amount or must otherwise be restored or returned by any obligee of the
Obligations all as through such payment or performance had not been made.
(b) Upon the payment and performance in full of the Obligations,
the security interest in the Collateral shall terminate and all rights to the
Collateral shall revert to Pledgor. Upon any such termination, Lender will
return to Pledgor such of the Collateral as shall not have not been sold or
otherwise applied pursuant to the terms hereof. In addition, Lender will
execute, acknowledge (where applicable) and deliver such satisfactions,
releases and termination statements as Pledgor shall reasonably request.
15. Notices. All notices, requests and other communications provided
for herein shall be given or made in writing via certified or registered
mail, return receipt requested, by hand or by recognized overnight courier
service to Maker or Payee at the address set forth above or such other
address as Maker or Payee may designate to the other by notice pursuant to
this Section. Notice shall be effective upon receipt.
16. Miscellaneous.
(a) Severability. In the event any one or more of the provisions
contained in this Pledge or their application to any person or circumstance
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity,
15
illegality or unenforceability shall not affect any other provision hereof,
but this Pledge shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
(b) Successors and Assigns. This Pledge is binding upon and inures
to the benefit of Pledgor and Lender and their respective successors and
permitted assigns. Pledgor shall not voluntarily, or by operation of law,
assign or transfer any interest which it may have hereunder without the prior
written approval of Lender. Lender may assign or otherwise transfer all or
any portion of its rights hereunder to any other person or entity, and such
other person or entity shall thereupon become vested with all of the benefits
granted to Lender herein.
(c) Entire Agreement; Amendment. This Pledge and the other Loan
Documents embody the final, entire agreement among the parties hereto and
supersede any and all prior commitments, agreements, representations, and
understandings, whether written or oral, relating to the subject matter
hereof and thereof and may not be contradicted or varied by evidence of
prior, contemporaneous, or subsequent oral agreements or discussions of the
parties hereto. All prior or contemporaneous agreements and understandings,
oral or written, are merged into this Pledge and the other Loan Documents.
No provision of this Pledge may be changed, waived, discharged or terminated
orally or by any other means except an instrument in writing signed by the
party against whom enforcement of the change, waiver, discharge or
termination is sought.
(d) Captions. The caption or headings of the paragraphs in this
Pledge are for convenience of reference only and shall not control or affect
the meaning or construction of any of the terms or provisions hereof.
convenience of reference only and do not constitute a part of this Pledge for
any purpose.
(e) Jurisdiction. Pledgor irrevocably consents to the
jurisdiction of the Courts of New York, or the United States District Court
for the Southern District of New York (a "New York Forum") in any and all
actions and proceedings whether arising hereunder or under any other Loan
Document, and irrevocably agrees to service or process by certified mail,
return receipt requested, to the address of Pledgor set forth herein. Pledgor
waives and shall not interpose any objection of forum non conveniens, or to
venue, and waives any right to seek to remove any proceedings commenced by
Lender in any New York Forum to any other venue and waives any right to
object to Lender seeking to remove to a New York Forum any proceeding
commenced by Pledgor in any forum or venue other than a New York Forum and
Pledgor consents to any and all relief ordered by any such New York Forum.
(f) No Waiver. No failure or delay on the part of Lender in
exercising any power or right hereunder shall operate as a waiver thereof or
a waiver of any other term, provision or condition hereof, nor shall any
single or partial exercise of any such right or power preclude any other or
further exercise thereof or the exercise of any other right or power
hereunder. All rights and remedies of Lender hereunder are cumulative
16
and shall not be deemed exclusive of any other rights or remedies provided by
law, or in any other Loan Document.
(g) Counterparts. This Pledge may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original, and all such counterparts shall together constitute one and the
same instrument. Facsimile signatures shall be deemed to be originals for all
purposes hereunder.
(h) Governing Law. This Pledge shall be construed and enforced in
accordance with the laws of the State of New York, without regard to
conflicts of laws principles.
(i) Security Agreement. This Pledge is intended to be and is a
"security agreement" under the Uniform Commercial Code of the State of New
York.
(k) Costs and Expenses. Pledgor agrees to pay any and all costs
and expenses incurred by Lender in enforcing any rights or remedies under
this Pledge, including, without limitation, court costs, attorneys' fees and
disbursements.
(l) Certain Rights and Remedies. In the event Lender shall have
proceeded to enforce any such right, remedy or power and such proceedings
shall have been determined adversely to Lender, then in each such event
Pledgor and Lender shall be restored to their former positions as if no such
proceedings had been taken. Lender may exercise its rights and remedies
under the Uniform Commercial Code and/or otherwise under this Pledge or
pursuant to law or equity, it being expressly agreed that Lender may, at its
sole option, exercise such right with respect to less than all of the
Collateral, as Lender elects in its sole discretion, leaving unexercised its
rights with respect to the remainder of the Collateral and in such order as
Lender shall determine in its sole discretion; provided, however, that such
partial exercise (or priority of exercise) shall in no way restrict or
jeopardize Lender's right to exercise its right with respect to all or
another portion of the remainder of the Collateral at a later time or times.
(m) Application. If Lender either receives any amounts in
connection with the sale of the Collateral or any proceeds of the Collateral,
such sums shall be applied as provided in the Note.
IN WITNESS WHEREOF, this Pledge has been executed by Pledgor as of the
date first above written.
METROGOLF INCORPORATED
By:
----------------------------
Title:
-------------------------
17
STATE OF COLORADO )
) ss.:
COUNTY OF _______ )
On the ___ day of December, 1997, before me personally came ___________,
to me known, who, being by me duly sworn, did depose and say that he resides
at __________, that he is _________ of MetroGolf Incorporated, a _______
corporation, the corporation described herein and which executed the
foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
-------------------------
Notary Public
EXHIBIT A
ALLOWABLE RECIPIENTS
(ON FOLLOWING PAGES)
19
EXHIBIT B
FORM OF
INITIAL TRANSACTION STATEMENT
December ___, 1997
Family Golf Centers, Inc.
000 Xxxxxxxxxxx Xxxx
Xxxxx 0000
Xxxxxxxx, Xxx Xxxx 00000
This statement is to advise you that a pledge of the following limited
partnership interests in Illinois Center Golf Partners L.P. (the
"Partnership") has been registered in the name of Family Golf Centers, Inc.,
as follows:
1. Security ___% limited partnership interest in the Partnership.
2. Registered Owner: MetroGolf Incorporated.
3. Registered Pledgee: Family Golf Centers, Inc.
4. Other than the security interest described herein, there are no liens or
restrictions on such partnership interests and there are no adverse claims
to which the Partnership interest is or may be subject.
5. The pledge was registered on ___________, 1997.
Very truly yours,
METROGOLF INCORPORATED
by:
---------------------------
its:
--------------------------
Schedule 1
LIMITED PARTNERSHIP INTEREST
AND
SHARES
1. 900 Shares of MetroGolf Illinois Center, Inc. representing 90% of its
issued and outstanding shares.
2. Limited Partnership Interest representing 93.6% of the recorded and
beneficial ownership of the issued and outstanding limited partnership
interests in Illinois Center Golf Partners L.P.
2
Schedule 2
UCC Filing Jurisdictions
1. Colorado, California and Illinois
3
Payments due under (a) those Leases set forth on Schedule 3.07 of the Merger
Agreement and (b) those mortgage loans and deed of trust loans encumbering
"Owned Real Properties" or "Leased Real Estate" as defined in the Merger
Agreement as set forth on Schedule 3.12 of the Merger Agreement.
Fatima Curly
Xxxx XxXxxxxx
Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxx
Xxxx Begin
Xxx Xxxxxxx
Xxxxx Xxxx
Xxxx Xxxxxxxxx
Xxxxx Xxxxx
Illinois Center Golf Partners L.P.
Vendor Balance Summary
All Transactions
12/16/97
ABA Section of Taxation
Accounting Quest
Ace Limousine
Active Propane
Adcom Express
Added Touch Embroidery
Ahead Headgear, Inc.
AllRite Graphics, Inc.
Altheimer & Xxxx
American Compressed Gas
Ameritech
Amoco
Armour Golf
Armour Sawan Marketing
Art of Barter
Xxxxxx Xxxxxx
Associated Bank
AT & T
AT & T Credit Corporation
Atlas Forms and Graphics
Audio Video Reporting Services
BDO Xxxxxxx, LLP
Xxx Xxxxx Company
BFI
Xxxxx Xxxxxx Golf Management
Black Rock Golf Corporation
Blue Cross/Blue Shield
Xxxxx Xxxxx Golf Design
Bojo Turf Supply Company
Xxxxx Enterprises
Brave New Ways, Inc.
Bridgestone
Xxxxx Xxxxxx
Burrelles
Callaway Golf
Cannonball
Central Newspaper
Century Rain Aid
Certified Business Supply, Inc.
Chamber of Commerce
Checker Taxi Association, Inc.
Chicago Sun-Times
Chicago Dept of Revenue
Chicago District Golf Association
Chicago Floral Consultant
Chicago Life
Chicago Messenger Service Inc.
Chicago Motor Coach Company
Chicago Tribune
Chicago Vision
Chicagoland Golf
City of Chicago-Dept of Water
Citypost
Cleveland Golf
Cobra Golf
Xxxx Grower Service
Xxxxxxx Backflow Specialists, Inc.
ComEd
Comet Delivery Service
Communication Links
Competitive Media Reporting
Corc Ran
Cozzini
Xxxxx Communications Inc.
Xxxxxxxxxx Golf
CT Systems
Metro Golf Harborside Center
Vendor Balance Summary
All Transactions
12/16/97
Tower Tee
Union Tribune
Vintage Sports
West Coast Community Newspapers
Xxxxxx Sporting Goods, Co.
Winner Mate Sportswear
Yellow Quick Pages
Xxxxxxxx Golf Cars
TOTAL
Metro Golf Fremont Park
Vendor Balance Summary
All Transactions
12/16/97
Added Touch Embroidery
Affinity Graphics
Alamada County Office of Treasurer/Tax Co
Alameda County Water District
Aptos Golf Company
Bay Area Beverage Company
Bay Marketing Corp
BFI
Black Rock Golf Corporation
Xxxxx Beverage of California
California Sanitary Supply, Inc.
City of Fremont
Continental Satellite Co.
County of Alameda Health Care Service Age
Datrek Professional Bags, Inc.
Derone Enterprises
Design Contract
Dial One Assoc Air Condition & Refrigerat
Eagle One Golf Products, Inc.
Easy Picker Golf Products Inc.
Etonic-Tretorn
Evergreen Environmental Services
Federal Express Revenue Recovery
Golf Shops of America, Inc.
Grafx Designs
Hereld & Xxxxx Architects
HK Company
XXXX
Xxxxxx Machinery
Xxxxxxx Marketing Company
Xxxxx Sports Company, Inc.
Karsten Manufacturing Corporation
Kasco Corp. of America
Xxxxxxxxxxx, Inc.
Lynx Golf, Inc.
Mail Boxes Etc
MPI
Nike Inc.
Odyssey Golf
Orlimar
Outer Banks Reserve
Pacific Xxxx
Pacific Gas & Electric Company
PayAmerica
Phoenix Custom Golf Ball Co.
Xxxxxx Sign & Display
Post, Sun & Bulletin Newspapers, Inc.
Potpourri
Prime Star
Pro To Pro
Range Land USA, Inc.
RyKoff
San Xxxx Mercury News Acct #R62066
San Xxxx Mercury News Acct #7901919FRE
Security Link
Shotgun Delivery
Sierra Pacific Turf Supply, Inc.
Spalding
St. Xxxxxxx Products, Co.
Xxxxxx Made
The Booklegger
Xxxxx Amour Golf
United Parcel Service
Xxxxxxx Landscape
Westech Corporation
Western Golf, Inc.
Metro Golf Fremont Park
Vendor Balance Summary
All Transactions
12/16/97
Xxxxxx Xxxxx
Xxxxxx Golf
Winner Mate Sportswear
TOTAL
Goose Creek Golf Partners, L.P.
Vendor Balance Summary
All Transactions
12/16/97
AAA Commercial, Inc.
Alien Sports
All Golf Products
American Air Conditioning
American Business Capital
Amorous Andi's
Annandale Alternator & Starter
Apex, Inc.
Arcom
Arctech, Inc.
AT&T
BDO Xxxxxxx, LLP
Xxxx Atlantic--VA
Xxx Xxxxx
Black Rock Golf Corporation
Boast
Burco
Burton Golf, Inc.
Callaway Golf
Chesapeake Industrial
Cleveland Golf
Commercial Pump
Connection Newspapers
County of Xxxxxx
Xxxxxxxxxx Golf, Inc.
Cutter & Buck
Dalwa Golf Company
Xxx Xxxxxxx Printing
Datrek Professional Bags, Inc.
Xxxxx Xxxxxxxx & Assc.
Dexter Shoe Company
Diamond Management System
Xxxxxx X. Xxxx Tire Co. Inc.
Dualco Plumbing, Inc.
Duckster
Dunlop
Egypt Farms, Inc.
Etonic-Tretorn
F & L Plumbing & Heating
Xxxxx Turf Equipment, Inc.
Focus Golf Systems Inc.
Foot-Xxx
Xxxxxxxxx'x
Four Star Printing
X.X. Xxxxxxx Company
Georgetown Hospital
Golf Ocean City, Inc.
Xxxxxxx'x Refuse Service
Xxxxxx & Xxxxxxx
Hall, Monahan, Engle, Xxxxx & Xxxxxxxx
Xxxxxx Nursery, L.G.
HK Company
Homung's Pro Golf
Humana/Employers Health
I.M.M.E., Inc.
Iliah California, Inc.
Industrial & Commercial Prod.
Insty-Prints
Intercoastal Manufacturing
Izod Club Golf & Tennis
Xxxxxxx Marketing Company
Karsten Mfg. Corp.
Kasco Corp. of America
X. Xxxxxxx Design Group
La Mode
Xxxxxx Worldwide, Inc.
Xxxxxx Products, Inc.
Goose Creek Golf Partners, L.P.
Vendor Balance Summary
All Transactions
12/16/97
Leesburg Today
Line-Up For Sport
Loudon Easterner
Loudon Electric Company
Loudoun City Chamber
Luck Stone
Maxfli Golf
MCI
Mid-Atlantic Equipment, Co.
National Industrial Supplies
National Publishers Network
Xxxxxxx Appliance Center, Inc.
Orlimar
Outer Banks Reserve
Overall Supply
Xxx Xxxx Golf
PARS Courier, Inc.
PayAmerica
Pepsi-Cola of Central VA
Pro-Seed Turf Supply, Inc.
QTI Sports, Inc.
Xxx Xxxx Golf, Co.
Reebok
Resun Leasing, Inc.
Xxxxxx X. Xxxxxxxxx
Safety-Kleen
Shot Selector
Southern States
Spalding
Spikes
St. Xxxxxxx Products, Co.
STX
Sysco
Xxxxxx Made
Terra International, Inc.
Textron-EZ Go
Textron-Xxxxxxxx
Textron Financial Corp.
The Banner
The Journal Newspapers
The One Book
The Rug Barn
Xxxxxx X. Xxxxx Service, Inc.
Time Community Newspapers
Titleist
Xxxxx Xxxxxx Golf
Town Talk Manufacturing Co.
TS&R, Inc. (Ramada)
U.S. Glove Company
United Parcel Service
USGA
Valley Discount Fuel
Valley Industrial Distributors
Vector Security
Virginia Handicap Program
Virginia Power
Virginia State Golf Assc.
W.D.F.
Warner Plumbing of Reston
Washington Business Journal
Washington Gas
Washington Post
Wausau Insurance Co.
West Potomac Designs
Westech Corporation
Western Termite & Pest
Goose Creek Golf Partners, L.P.
Vendor Balance Summary
All Transactions
12/16/97
Winner Mate Sportswear
WTEM (Sports Radio)
York Distributors
TOTAL
Metro Golf Harborside Center
Vendor Balance Summary
All Transactions
12/16/97
Tower Tee
Union Tribune
Vintage Sports
West Coast Community Newspapers
Xxxxxx Sporting Goods, Co.
Winner Mate Sportswear
Yellow Quick Pages
Xxxxxxxx Golf Cars
TOTAL
Hitter's Haven
Vendor Balance Summary
All Transactions
12/16/97
Action Rentals
Black Rock Golf Corporation
City of Colorado Springs-Sales Tax Divisi
Colorado Springs Utilities
Custom Lock & Security
FastSigns
Gazette
Xxxxxxxxx Electric
Heritage Tractor Co LLC
Xxxxxxx Marketing Company
Pepsi-Cola Bottling Co.
Pro to Pro
Respond First Aid Systems of Colo.
U.S. West Communications
Waste Mgt of CO Springs
Xxxxxxx Landscape $330
TOTAL
Illinois Center Golf Partners L.P.
Vendor Balance Summary
All Transactions
12/16/97
Custom Order Products
Cutter & Buck
D & F Consulting, Ltd.
X'Xxxxxx Interior
Dames & Xxxxx
Xxxx Dee Display Fixtures
Xxxxx X. Xxxxxx
Department of the Treasury
Design Solutions
Di Meo Xxxxx
Dinn Brothers
Earthsafe Systems, Inc.
Xxxxxxx Kodak Co.
Eco-Fresh
Edelman
Etonic-Tretom
Federal Express
FirstNet Corporation
Fore Better Golf
Front Range Laser
Futal USA Inc
Gift Garden/Executive Treasures
GNMAA
Golf Chicago
Golf Core
Golf Course Management Systems, Inc.
Golf Digest
Golf Ocean City, Inc.
Golf Shops of America, Inc.
GolfWorks
Greater North Avenue Association
Xxxx Xxxxxx Division
Xxxxx Xxxx-Beneficial Natnl. Bank
Xxxxxxxx Public Relations
Helix/Xxxx
XX Company
Xxxxxxx'x Pro Golf Sales, Inc.
Xxxxxx Decorating
Humana/Employers Health
Illinois Lawn Equipment
Illinois Restaurant Association
Illinois Trade Association
Illinois Turfgrass Foundation
Imagetec, L.P.
In The News, Inc
Intercon Security
Izod Golf
Xxxxxxx Marketing Company
Xxxx Xxxxx Xxxxxxx
Xxxx Xxxxxxxxx Insurance
Karsten Manufacturing
Kasco Corp. of America
Law Bulletin
Lawnskeeper
Lasco
Lynx
M G M
Magic Lantern Images
Maxfli
XxXxxxx
XxXxxxxx-Xxxx
Xxxxx Xxxxxxxx Pro Shop
Mr. Mat
MRI
MTA
National Employment Advertising
Illinois Center Golf Partners L.P.
Vendor Balance Summary
All Transactions
12/16/97
National Publishers Network
North Loop News
Northwestern Golf Company
NTCE Educational Session
NYX Golf, Inc.
Orlimar
Outer Banks Reserve
Paper Direct
Parkway Photo Lab
PayAmerica
People's Gas
Pepsi
Pete's Office Machine Co.
Pogo-on-Board
Xxxx Xxxxx Lauren
Pro Golf Premiums, Inc.
Pro to Pro
R2
Xxxxxx
Ram Golf
Ranlee Marketing
Reebok
Republic Factors Corporation
Resun
X. X. Xxxxxxx Company, Inc.
Xxxxxx, Firsel & Xxxxxx
Xxxxxxxxx Elevator
Score Radio
Screen Print Design
Seko
Sidley & Austin
Signs By Tomorrow
SKB Corporation
Soil Systems
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
Spalding
SPRINT Yellow Pages
Steamatic
Xxxxx Xxxxxxx
Streeterville
Studio K Designs
Xxxxxxxx Office Supply
Sun Signs
Swissotel
Telecom USA
Terra Cotta
Textron - EZ Go
Textron - Xxxxxxxx
Textron Financial Corporation
The Greater North Michigan Avenue Associa
The Publishing Group
The Yellow Pages
Xxxxx Xxxxxx
Xxxxx Beverage Systems, Inc.
TSI Sports
Turf Products
Union Liquor
United Horticultural Supply
United Parcel Service
unknown
USAE
USGA
X.X. Xxxxxx
Vantage Custom Classics
Warehouse Direct
WCKG
Illinois Center Golf Partners L.P.
Vendor Balance Summary
All Transactions
12/16/97
Westech Corporation
Where Magazine
Wind Radio
Winner Mate Sportswear
World's Printing
Yellow Pages
TOTAL
MetroGolf Incorporated
Vendor Balance Summary
All Transactions
12/16/97
A.I. Credit Corp.
Accounting Quest
Accounting Solutions
Ace Limousine
Adcom Express
ADP
AlphaGraphics
AmeriCopy Printing, Inc.
American Business Lists
AT&T #020 441 6867 001
AT&T #P09 023 6000 821
AT&T #054 067 0701 001
AT&T Credit Corporation
AT&T Wireless Services
Bay Tact Corporation
BDO Xxxxxxx, LLP
BMW Financial Services
Xxxxxx Coffee
Xxxxxxxxxx Xxxxx Xxxxxx & Xxxxxxxxxx, P.C.
Business Discount Plan
Business Wire
Buyside
C T Corporation Systems
Xxxxxxx X. Xxxxxxxxxxxx
Xxxxxxx Xxxx Ltd
Cimarron International, Inc.
Clanahan, Tanner, Xxxxxxx & Xxxxxxxx
Colorado Business Bank
Colorado Car Service
Continental Stock Transfer & Trust Co.
Corporate Express Delivery Systems
Credit Card Center-Corporate Acct
Critteriden
Deep Rock
DKA
Xxxxxx & Whitney
Federal Express
Front Range Laser
Gensler
Golf Economic Services, Inc.
Golf Range Times
Greystone
Humana/Employers Health
Information Decision Systems
Issacson, Rosenbaum, Xxxxx & Levy
Xxxxx Xxxxxx Incorporated
Keyline Graphics
Xxx Xxxxxxx
Xxxxxxx/Heilshorn & Associates, Inc.
Lucent Technologies
MCI
Mega Bank
Xxxxxxx Corporation
Xxxxxxx Xxxxx
Minuteman Press
Xxxxx X. Xxxxxxxx, P.C.
Northwestern Title Co.
OfficeMax
Xxxxx Xxxxxx
Pastiche Group, Inc.
Paychex
Pitney Xxxxx, Inc.
Prudential Securities
Purchase Power
Quick Print
Rocky Mountain Records Managers
MetroGolf Management, Inc.
Vendor Balance Summary
All Transactions
12/16/97
Xxxx XxXxxxxx
Xxxxxxxx Brothers Insurance
Skyline Credit Ride, Inc.
Skynet Data Systems, Inc.
Xxxxx/Junger/Xxxxxxx
Sports & Sponsorship Solutions, Inc.
SR Trade Publications
Xxxxxx Xxxx
Talent Tree
U.S. West Communications
US Delivery
Wood Capital Associates
Xerox Corporation
Yellow Cab, Inc.
TOTAL
MetroGolf Management, Inc.
Vendor Balance Summary
All Transactions
12/16/97
Chain Enterprises Inc.
Comprehensive Insurance Services
Xxxxxxx Marketing Company
Xxx Xxxxxxx
Sports & Sponsorship Solutions, Inc.
TOTAL
MetroGolf Palms
Vendor Balance Summary
All Transactions
12/16/97
Added Touch Embroidery
Aramark Coffee
Backroom Cigar
Black Rock Golf Corporation
California-American Water
Xxx Communications
Datrek Professional Bags, Inc.
Etonic-Tretom
Golf Shops of America
Imperial Beach Times
Xxxxxxx Marketing Company
Xxxx Xxxxxxxxxx
Xxxx Par Corporation
Xxxxxxx Waste Systems
MD Gold
Mission Janitorial
One Day Signs
Orlimar
Outer Banks Reserve
Pacific Xxxx
PayAmerica
Pro-Innovative Golf
Range Master
Xxxx Xxxxxxxxxx
San Diego Golf Supply
Xxxxxxxxx Ent.
SDG&E
Sentry of San Xxxxx
Xxxxxxxx
Star-News
Tees Please
Textron Financial Corp.
The City of San Diego - Water Utilities
West Coast Community Newspapers
Xxxxxx Xxxxx
Xxxxxx Golf
Winner Mate Sportswear
Yellow Pages Inc.
TOTAL
Rocky Point Golf Center
Vendor Balance Summary
All Transactions
12/16/97
A T&T
Accelerated Golf, Inc.
All Star Electronic Systems, Inc.
Alley Cat Signs Inc.
AmeriCopy Printing Inc.
Xxxx Atlantic
Black Rock Golf Corporation
Blue Ribbon Landscape
Bruedan Corp.
Cablevision
Central Outdoor Services
Clipper Magazine
Club Pro Products
Easy Picker Golf Product
Xxxxxx X. Xxxxxxx
Federal Express
General
Golf Around The World
Xxxxx Xxxxxxxxx
Islandwide Emergency Board-up Inc.
Janitoral Plus
Xxxxxxx Marketing Company
Lilco
Meadowbrook Distributing Center
Minuteman Press
Munser Motors Corp
Newsday
North Shore Express
Orlimar
Papel Giftware
Xxxxx Saver News
Power Swing
Pro to Pro
Pro-Innovative Golf
Rocky-Point Drive-In Assoc.
Spalding
Suffolk County Water Auth.
Textron Financial Corp
This Week
Yankee Trader
TOTAL
Xxxxxx Golf Center
Vendor Balance Summary
All Transactions
12/16/97
Ace Hardware
AT&T
Xxx Xxxxx
Black Rock Golf Corporation
California State Employee QTR
City of Sulsun City
Cobra Golf
Datrek
Xxxxxx County Dept. of Envir. Mgmt.
Department of Environmental Management
Direct TV
Electric Golf Car Company
Fairfield Publishing
Federal Express
First Colony Life Insurance
Foot Joy
GE Capital
Golf Around The World, Inc.
Golf Magazine
Xxxxxx Financial
Home Depot
Xxxxxxx Marketing Co.
Xxxx Deere
Karsten
Lynx
MacGregor Golf Company
Master Pitching Machines
Maxfli
Minuteman Press
Mizuno
Odyssey Golf
Orlimar
Pacific Xxxx
PG&E
Prima
Pro Select Sports
ProActive Sports
Prompt Printing
R&R Products, Inc.
Range Land USA, Inc.
Reporter
Ryobi-Toski
Sierra Air Conditioning
Sierra Pacific Turf Supply
Softspikes
Xxxxxx Garbage Company
Xxxxxxxx
Xxxxxx City Police Dept.
Sulsun Valley Fruit Growers Assn.
Sun Mountain Sports
Xxxxxx Made Golf
Textron EZ-GO
The Chamber
The Golf Guide
Titleist
Xxxxx Xxxxxx Golf
U.P.S.
Winner Mate Sportswear
Zevo
TOTAL
