Common use of Limitation on Borrowings Clause in Contracts

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s eligible accounts receivable. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty seventy percent (8070%) of Borrower’s 's eligible accounts receivablereceivable plus $2,750,000.00 of cash collateral (the "Borrowing Base"). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s 's eligible accounts receivable. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Bank's determination of the value of eligible accounts receivable shall at all times be indisputable and deemed correct. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s 's eligible accounts receivable, plus fifty percent (50%) of the value of Borrower's eligible raw material inventory and thirty-five percent (35%) of the value of Borrower's finished goods (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as the lower of cost or market value. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:.

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s 's assigned eligible accounts receivable, plus thirty percent (30%) of the value of Borrower's eligible inventory (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as lower of cost or market value; provided however, that the outstanding principal balance of all borrowings against Borrower's inventory shall not at any time exceed an aggregate of One Million Dollars ($1,000,000.00). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed the then-current borrowing base (the “Borrowing Base”) equal to the following amount as determined in good faith by Bank based upon a Borrowing Base Certificate (herein so called) in the form of Exhibit A attached hereto and incorporated herein by reference or in such other form as may be acceptable to Bank and such other information as Bank may consider relevant to such determination: the lesser of (i) $1,500,000.00 or (ii) an aggregate of eighty amount equal to sixty-five percent (8065%) of the aggregate value of Borrower’s eligible accounts receivableEligible Accounts Receivable, (which lesser amount, as of any date of determination, is hereinafter called the “Borrowing Base Amount”). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time reasonably require. Borrower acknowledges that said borrowing base the Borrowing Base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s aggregate gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s aggregate gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of any Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable Eligible Accounts Receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:Borrowers’ Eligible Accounts Receivable.

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s 's eligible accounts receivable, plus forty percent (40%) of the value of Borrower's eligible inventory (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as the lower of cost or market value; provided however, that outstanding borrowing against inventory shall not at any time exceed an aggregate of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s the eligible accounts receivablereceivable of Borrower, RO Associates, Incorporated and CXR Larus Corporation (collectively, the "Borrowing Base Parties"). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s the Borrowing Base Parties' gross sales for said period. If such dilution of Borrower’s the Borrowing Base Parties' accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s the Borrowing Base Parties' gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s any of the Borrowing Base Parties' accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s the Borrowing Base Parties' eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s a Borrowing Base Party's business, upon which Borrower’s such Borrowing Base Party's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s the aggregate amount of eligible accounts receivablereceivable of BPI, Wingtip, Relay Couriers Inc., and LSL, plus thirty percent (30%) of the value of BPI's eligible inventory, (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as fair market value; provided however, that outstanding borrowings against BPI's inventory shall not at any time exceed an aggregate of One Million Dollars ($1,000,000.00). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding assumption that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months immediately preceding any date of determination shall at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable; provided, however, that the Bank shall make no such reduction in excess of twenty-five percent (25%) of the then existing advance rate during any 90-day period. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth abovenot at any time to exceed an aggregate of Ten Million and 00/100s Dollars ($10,000,000.00) (“Borrowing Base Limit”). Once the outstanding borrowings exceed the Borrowing Base Limit, the maximum amount of the Line of Credit shall not at any time exceed an aggregate of of: (i) eighty percent (8080.00%) of Borrower’s eligible accounts receivable. All of the foregoing shall be determined by Bank upon receipt 's Eligible Accounts Receivable, and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3ii) months at all times shall be less than five fifty percent (550%) of Borrower’s gross sales for said period. If such dilution the value of Borrower’s accounts for the immediately preceding three 's Eligible Finished Goods, less undrawn amounts of outstanding letters of credit issued by Bank or any affiliate thereof (3“Borrowing Base”). The language in subsection (ii) months hereof shall be considered Eligible Finished Goods Reliance. Eligible Finished Goods Reliance shall at any no time exceeds five exceed more than fifty percent (550%) of Borrower’s gross sales the Borrowing Base; provided, however, the Eligible Finished Goods Reliance between June 1 and September 30 of each year shall at no time exceed sixty percent (60%) of the Borrowing Base.  Notwithstanding the language set out in this Section 1(b), the Line of Credit, even if it exceeds the Borrowing Base Limit, will not be subject to the Borrowing Base if the FCCR set out in Section 4.9(a) is for said period, two consecutive quarters met or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivableexceeded.   As used herein, “eligible accounts receivable” "Eligible Accounts Receivable" shall consist solely of trade accounts, accounts receivable, other receivables or other rights to payment for goods sold or services rendered owing to Borrower, created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:: 

Limitation on Borrowings. Outstanding Notwithstanding anything herein to the contrary, if the average daily amount outstanding under the Line of Credit (including without limitation any undrawn amounts under any outstanding Letters of Credit (defined below)) in any calendar month exceeds Five Million Dollars ($5,000,000.00) (“Designated Amount”), then outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth in Section 1.1(a) above, shall not at any time thereafter exceed an aggregate a borrowing base (“Borrowing Base”) which is the sum of eighty percent (80%) of Borrower’s eligible accounts receivable. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty (i) eighty-five percent (8085%) of Borrower’s 's eligible billed accounts receivable, plus (ii) sixty-five percent (65%) of Borrower's eligible unbilled accounts receivable (not to exceed $2,500,000.00), plus (iii) seventy-five percent (75%) of the appraised value of Borrower's real property collateral granted to Bank (in Section 1.5 Collateral below) minus amount of outstanding Term Loan. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed the then-current borrowing base (the “Borrowing Base”) equal to the following amount as determined in good faith by Bank based upon a Borrowing Base Certificate (herein so called) in the form of Exhibit A attached hereto and incorporated herein by reference or in such other form as may be acceptable to Bank and such other information as Bank may consider relevant to such determination: the lesser of (i) $5,000,000.00 or (ii) an aggregate of eighty amount equal to seventy-five percent (8075%) of the aggregate value of Borrower’s eligible accounts receivableEligible Accounts Receivable, (which lesser amount, as of any date of determination, is hereinafter called the “Borrowing Base Amount”). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time reasonably require. Borrower acknowledges that said borrowing base the Borrowing Base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s aggregate gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s aggregate gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of any Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable Eligible Accounts Receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:Borrowers’ Eligible Accounts Receivable.

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, Credit shall not at any time exceed the then-current borrowing base (the “Borrowing Base”) equal to the following amount as determined in good faith by Bank based upon a Borrowing Base Certificate (herein so called) in the form of Exhibit A attached hereto and incorporated herein by reference or in such other form as may be acceptable to Bank and such other information as Bank may consider relevant to such determination: an aggregate of amount equal to eighty percent (80%) of the aggregate value of Borrower’s eligible accounts receivableEligible Accounts Receivable (which amount, as of any date of determination, is hereinafter called the “Borrowing Base Amount”), minus all outstanding Letter of Credit Liabilities, minus all outstanding indebtedness under the Term Loan, as hereinafter defined. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time reasonably require. Borrower acknowledges that said borrowing base the Borrowing Base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s aggregate gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s aggregate gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of any Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable Eligible Accounts Receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:Borrowers’ Eligible Accounts Receivable.

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed the then-current borrowing base (the “Borrowing Base”) equal to the following amount as determined in good faith by Bank based upon a Borrowing Base Certificate (herein so called) in the form of Exhibit A attached hereto and incorporated herein by reference or in such other form as may be acceptable to Bank and such other information as Bank may consider relevant to such determination: an aggregate of eighty amount equal to seventy-five percent (8075%) of the aggregate value of Borrower’s eligible accounts receivableEligible Accounts Receivable (which amount, as of any date of determination, is hereinafter called the “Borrowing Base Amount”), minus all outstanding Letter of Credit Liabilities. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time reasonably require. Borrower acknowledges that said borrowing base the Borrowing Base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s aggregate gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s aggregate gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of any Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable Eligible Accounts Receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:Borrowers’ Eligible Accounts Receivable.

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed the then-current borrowing base (the “Borrowing Base”) equal to the following amount as determined in good faith by Bank based upon a Borrowing Base Certificate (herein so called) in the form of Exhibit A attached hereto and incorporated herein by reference or in such other form as may be acceptable to Bank and such other information as Bank may consider relevant to such determination: the lesser of (i) $500,000.00 or (ii) an aggregate of amount equal to eighty percent (8080.0%) of the aggregate value of Borrower’s eligible accounts receivableEligible Accounts Receivable, (which lesser amount, as of any date of determination, is hereinafter called the “Borrowing Base Amount”). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time reasonably require. Borrower acknowledges that said borrowing base the Borrowing Base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s aggregate gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s aggregate gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of any Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable Eligible Accounts Receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:Borrowers’ Eligible Accounts Receivable.

Limitation on Borrowings. Outstanding borrowings under the Line of Credit (including outstanding Letters of Credit), to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of (i) eighty percent (80%) of Borrower’s eligible accounts receivable, (ii) fifty percent (50%) of the value of Borrower’s eligible inventory and (iii) thirty percent (30%) of Borrower-owned net property, plant and equipment at book value determined in accordance with generally accepted accounting principles, consistently applied (“GAAP”) (collectively, “PPE”) in which Bank has a perfected security interest of first priority, except for real property (land and buildings) comprising PPE, which instead must be unencumbered (except for the IDB Collateral until the obligations currently secured by the IDB Collateral are defeased or paid) and available to satisfy the requirements of Section 1.1(d)(ii), less (A) PPE not located in the United States and (B) all rolling stock, furniture and fixtures. In determining the limitation on borrowings under the Line of Credit, the Bank shall also reduce the sum of (i) through (iii) above by the amount of the Consolidated Total Debt other than the Debt under the Line of Credit (including outstanding Letters of Credit that have not yet been funded or drawn). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, period or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:.

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s 's eligible accounts receivable, plus sixty five percent (65%) of dated accounts receivable, plus fifty percent (50%) of the value of Borrower's eligible inventory (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as lower of cost or market per generally accepted accounting principals; provided however, that outstanding borrowings against inventory shall not at any time exceed an aggregate of Three Million Dollars ($3,000,000.00) for inventory and One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) for dated accounts receivable less 105% of the balance payable to Deutche Financial. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, cash discounts, credits and allowances for the immediately preceding three twelve (312) months at all times shall be less than five six percent (56%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three twelve (312) months at any time exceeds five six percent (56%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth for the above, shall not at any time after the occurrence of the Borrowing Base Event (as defined below) exceed an the aggregate of eighty seventy percent (8070%) of Borrower’s eligible accounts receivable, plus 40% (40%) of the value of Borrower’s eligible inventory (exclusive of work in process and inventory which is obsolete, unsalable or damaged), with value defined as the lower of cost or market. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of the Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies contingencies, which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, the “Borrowing Base Event” shall be deemed to have occurred when outstanding borrowings under the Line of Credit exceed Five Hundred Thousand Dollars ($500,000.00), and shall be deemed to be continuing at all times thereafter, notwithstanding any subsequent decrease below such amount in the borrowings outstanding under the Line of Credit. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and which shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of (i) eighty percent 80% of Borrower’s eligible accounts receivable (80Non-Gov’t/Non-Consulting) (ii) Forty percent (40%) of Borrower’s eligible accounts receivablereceivable (Gov’t/Consulting) provided that outstanding borrowings against such accounts receivable shall not exceed Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00), and (iii) fifty percent (50%) of the value of Borrowers eligible inventory, (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as the lower of cost or market value, provided however, that outstanding borrowing against inventory shall not at any time exceed an aggregate of One Million and 00/100 Dollars ($1,000,000). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s Borrowers eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty eighty-five percent (8085%) of Borrower’s eligible accounts receivableEligible Accounts Receivable, plus seventy-five percent (75%) of Borrower’s Insured Foreign Eligible Accounts Receivable, plus ten percent (10%) of the value of Borrower’s Eligible Inventory (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value determined based on Borrower’s cost; provided however, that outstanding borrowings against inventory shall not at any time exceed an aggregate of Five Hundred Thousand Dollars ($500,000). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretiondiscretion upon seven (7) days prior written notice to Borrower, may reduce the foregoing advance rate against eligible accounts receivable Eligible Accounts Receivable or Insured Foreign Eligible Accounts Receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:Eligible Accounts Receivable or Insured Foreign Eligible Accounts Receivable.

Limitation on Borrowings. Outstanding (i) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if Facility Usage (as defined below) under the Line of Credit at any time exceeds thirty-five percent (35%) of the sum of Borrower's accounts receivable (exclusive of reserves established by Borrower, if any, for returns, promotional allowances and bad debt, as set forth on Borrower's collateral reports) and inventory as reported on Borrower's monthly and annual financial statements delivered to Bank pursuant to Section 4.3 below (such event being referred to herein as the "Formula Borrowing Triggering Event"), outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate a borrowing base ("Borrowing Base") equal to the sum of eighty (A) seventy percent (8070%) of Borrower’s 's eligible accounts receivable. All receivable (exclusive of reserves established by Borrower, if any, for returns, promotional allowances and bad debt, as set forth on Borrower's collateral reports), plus (B) forty-six percent (46%) of the foregoing shall be determined by Bank upon receipt cost of Borrower's finished goods inventory, and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than thirty-five percent (535%) of Borrower’s gross sales for said period. If such dilution the cost of Borrower’s accounts for 's raw materials (exclusive of inventory that is consigned by Borrower or is not otherwise in Borrower's possession and inventory that is not then subject to a first priority, lien in favor of Bank, or which is obsolete, unsaleable or damaged), plus (C) thirty-five percent (35%) of the immediately preceding three undrawn amount of commercial Letters of Credit (3as defined in Section 1.1(c) months below) issued and outstanding with respect to inventory acquired by Borrower; provided, however, that outstanding borrowings against Borrower's inventory and undrawn commercial Letters of Credit (as described in clauses (B) and (C) above) shall not at any time exceeds five percent (5%) exceed 100% of availability for Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against 's eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivabledescribed in clause (A) above. As used hereinFor purposes of the foregoing, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:"

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s 's eligible accounts receivable, plus the amount of $350,000.00 from March 29, 2005 through April 15, 2005. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty seventy-five percent (8075%) of Borrower’s 's and Houston Dynamic's eligible accounts receivable. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's and Houston Dynamic's gross sales for said period. If such dilution of Borrower’s 's and Houston Dynamics accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's and/or Houston Dynamic's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's and Houston Dynamic's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's and Houston Dynamic's business, upon which Borrower’s 's and Houston Dynamic's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding The outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty Seventy Five percent (8075%) of Borrower’s eligible accounts receivable, plus Forty percent (40%) of the value of Borrower’s eligible inventory and eligible inventory of The Golf Warehouse, Inc., a Delaware corporation (“TGW”) (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as the lower of cost or market value. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five ten percent (510%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five ten percent (510%) of Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion Portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to Credit**to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s the aggregate amount of eligible accounts receivablereceivable of PBI, Wingtip, Relay, PTST, PLLC, Xxxxxxxx River Rouge, Inc., Jetport Express, Inc. and Transportation Systems Corporation, Inc., PLUS thirty percent (30%) of the value of eligible inventory of the Borrowers, (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as fair market value; provided however, that outstanding borrowings against Borrowers' inventory shall not at any time exceed an aggregate of Five Million Dollars ($5,000,000.00); plus twenty-five percent (25%) of the net fixed assets (as defined by generally accepted accounting principles) of Borrowers; provided however that outstanding borrowings against net fixed assets shall not at any time exceed an aggregate of One Million Dollars ($1,000,000.00) . All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges Borrowers acknowledge that said borrowing base was established by Bank with the understanding assumption that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months immediately preceding any date of determination shall at all times shall be less than five percent (5%) of Borrower’s Xxxxxxxx's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable; provided, however, that the Bank shall make no such reduction in excess of twenty-five percent (25%) of the then existing advance rate during any 90-day period. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s Xxxxxxxx's business, upon which Borrower’s Xxxxxxxx's right to receive payment is absolute and not contingent upon the fulfillment of ** except for the amount of any undrawn Letter or Letters of Credit issued pursuant to paragraph (c) hereof any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed a borrowing base (the "Borrowing Base") which is an aggregate of eighty percent (80%) of Borrower’s eligible accounts receivableBorrowers' Eligible Accounts Receivable (as defined below). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base the Borrowing Base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s Borrowers' gross sales for said period. If such dilution of Borrower’s Borrowers' accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s Borrowers' gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of any Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:Borrowers' Eligible Accounts Receivable.

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of Two Million Dollars ($2,000,000.00), unless such outstanding borrowings are less than or equal to eighty percent (80%) of Borrower’s eligible accounts receivable. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty seventy-five percent (8075%) of Borrower’s 's eligible accounts receivable. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding At any time when combined outstanding borrowings under the Line of Credit and Term Loan exceed $20,000,000.00, the outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty Seventy Five percent (8075%) of Borrower’s 's eligible accounts receivable, plus Fifty percent (50%) of the value of Borrower's eligible inventory and eligible inventory of The Golf Warehouse, Inc. (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as the lower of cost or market value. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five ten percent (510%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five ten percent (510%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty Eighty and No/100 percent (8080.0%) of Borrower’s 's eligible accounts receivablereceivable that are less than sixty (60) days old, plus Fifty and No/100 percent (50.0%) of Borrower's eligible accounts receivable that are between sixty (60) and ninety (90) days old. All of the foregoing shall be determined by Bank Lender upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank Lender may from time to time reasonably require. Borrower acknowledges that said borrowing base was established by Bank Lender with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank Lender reasonably believes may affect payment of any portion of Borrower’s 's accounts, BankLender, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank Lender has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum Credit as of any date shall not exceed the lesser of (i) the principal amount set forth above, shall not at any time exceed in subsection (a) hereinabove and (ii) an aggregate of eighty (A) seventy-five percent (8075%) (or such other percentage as may be established pursuant to this subsection (d)) of Borrower’s Eligible Accounts Receivable (as hereinafter defined) as set forth in the most recent Borrowing Base certificate delivered to Bank pursuant to Section 4.3(f), plus (B) fifty percent (50%) of Borrower’s eligible accounts receivableEligible Pre Xxxx Reserves (as hereinafter defined) as set forth in the most recent Borrowing Base certificate delivered to Bank pursuant to Section 4.3(f), plus (C) up to Twenty Million and No/100 Dollars ($20,000,000.00), based on the value of Borrower’s equipment as evidenced by a desktop appraisal satisfactory to Bank (the amount described in this clause (ii), the “Borrowing Base”). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require, including, without limitation, updated desktop appraisals of Borrower’s equipment as deemed necessary by Bank to support the amount in the foregoing clause (ii)(C). Borrower acknowledges that said borrowing base Borrowing Base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may adversely affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing Eligible Accounts Receivable advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created (provided that any such reserves must be established by Bank in the ordinary course exercise of Borrower’s businessits reasonable (from the perspective of a secured, upon which Borrower’s right to receive payment is absolute and not contingent upon asset-based lender) judgment, in good faith). If outstanding borrowings under the fulfillment Line of Credit as of any condition whatsoeverdate exceed the Borrowing Base as of such date, and Borrower shall immediately prepay the Line of Credit in which Bank has a perfected security interest an amount equal to or greater than the amount of first priority, and shall not include:such excess.

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty (i) seventy-five percent (8075.0%) of Borrower’s eligible accounts receivable's Eligible Accounts Receivable (as defined below), plus (ii) the lesser of (A) $14,000,000, and (B) eighty percent (80.0%) of the Appraised Net Recovery Value (as defined below) of Borrower's inventory. The amount calculated pursuant to the preceding sentence is referred to herein as the "Borrowing Base". All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base the Borrowing Base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, or that if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable Eligible Accounts Receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable's Eligible Accounts Receivable. As used herein, “eligible accounts receivable” "Eligible Accounts Receivable" shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, net of all (x) returned goods authorizations, and (y) allowances for warranties, and upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings and Letter of Credit liabilities under the Line of CreditCredit (collectively “Outstandings”), to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty percent (80%) of Borrower’s eligible accounts receivablereceivable (the “Borrowing Base”) plus an additional amount not to exceed $3,000,000.00. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit (including outstanding Letters of Credit), to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of (i) eighty percent (80%) of Borrower’s eligible accounts receivable, (ii) fifty percent (50%) of the value of Borrower’s eligible inventory and (iii) thirty percent (30%) of Borrower-owned net property, plant and equipment at book value determined in accordance with generally accepted accounting principles, consistently applied (“GAAP”) (collectively, “PPE”) in which Bank has a perfected security interest of first priority less (A) PPE not located in the United States and (B) all rolling stock, furniture and fixtures. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, period or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts (exclusive of amounts to be collected by Borrower and paid to third parties, including, but not limited to, amounts to pay sales, use and other similar taxes, costs of shipping and handling, governmental duties and fees and similar items) created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, other than the obligation to provide future deliveries under phased purchase contracts, and in which Bank has a perfected security interest of first priority, and shall not include, unless agreed to by Bank in writing and in advance:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of eighty eighty-five percent (8085%) of Borrower’s eligible accounts receivable, plus fifty percent (50%) of the value of Borrower’s eligible inventory (exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with value defined as the lower of cost or market value; provided however, that outstanding borrowings against inventory shall not at any time exceed an aggregate of Three Million Dollars ($3,000,000.00). All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s eligible accounts receivable. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of (i) eighty percent (80%) of Borrower’s 's eligible assigned accounts receivable. All ; plus (ii) fifty-five percent (55%) of the foregoing shall be value of Borrower's bulk wine inventory; with value of bulk wine determined in accordance with Bank's crush report for California Coastal Region; plus (iii) fifty percent (50%) of the average FOB price of domestic bottled wine (but not to exceed $50.00 per case); plus (iv) fifty percent (50)%) of the lower of cost or market value of imported wine; less (v) amounts due growers; in all instances, exclusive of work in process and inventory which is obsolete, unsalable or damaged, as determined by Bank upon receipt and review of all said collateral reports required hereunder and such other documents and collateral information documents, as Bank may from time to time require. Borrower acknowledges that said borrowing base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s 's gross sales for said period. If such dilution of Borrower’s 's accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s 's gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of Borrower’s 's accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against eligible accounts receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrower’s 's eligible accounts receivable. As used herein, “"eligible accounts receivable” " shall consist solely of trade accounts created in the ordinary course of Borrower’s 's business, upon which Borrower’s 's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include: