Common use of Background Definitions Clause in Contracts

Background Definitions. This Agreement is made in the context of the following agreed state of facts: a. The Bank and the Company are parties to a Credit Agreement dated the date of this Subordination Agreement under the terms of which the Bank will extend a revolving line of credit (the "Revolving Loan") to the Company for loans up to a maximum outstanding principal amount of $3,500,000.00, a term loan (the "Term Loan") in the principal amount of $291,000.00, a second term loan ("Term Loan II") in the principal amount of $1,116,000.00, and a third term loan ("Term Loan III") in the principal amount of $1,750,000.00. The Revolving Loan, the Term Loan, Term Loan II, and Term Loan III are hereafter referred to collectively as the "Loans," and the Term Loan, Term Loan II, and Term Loan Ill, are hereafter sometimes referred to collectively as the "Term Loans." All obligations of the Company to the Bank on account of the Loans, whether such obligations now exist or arise hereafter, including principal, interest and expenses of collection, and including any obligations on account of any extension, renewal or restructuring of the Loans, are hereafter referred to as the "Senior Obligations." b. The Company is indebted to the Junior Creditor in the principal amount of $500,000.00. The indebtedness of the Company to the Junior Creditor is represented by the promissory note of the Company dated July ____, 2001 (the "Subordinated Note"). Any promissory note which may hereafter be given by the Company to the Junior Creditor to replace the Subordinated Note or to represent any extension, renewal or restructuring of the indebtedness now represented by the Subordinated Note is hereafter referred to as a "Substitute Subordinated Note." All obligations of the Company to the Junior Creditor now represented by the Subordinated Note or any Substitute Subordinated Note are hereafter referred to as the "Junior Obligations."

Background Definitions. This Agreement is made in the context of the following agreed state of facts: a. The Bank and the Company are parties to a Credit Agreement dated the date of this Subordination Agreement under the terms of which the Bank will extend a revolving line of credit (the "Revolving Loan") to the Company for loans up to a maximum outstanding principal amount of $3,500,000.00, a term loan (the "Term Loan") in the principal amount of $291,000.00, a second term loan ("Term Loan II") in the principal amount of $1,116,000.00, and a third term loan ("Term Loan III") in the principal amount of $1,750,000.00. The Revolving Loan, the Term Loan, Term Loan II, and Term Loan III are hereafter referred to collectively as the "Loans," and the Term Loan, Term Loan II, and Term Loan Ill, are hereafter sometimes referred to collectively as the "Term Loans." All obligations of the Company to the Bank on account of the Loans, whether such obligations now exist or arise hereafter, including principal, interest and expenses of collection, and including any obligations on account of any extension, renewal or restructuring of the Loans, are hereafter referred to as the "Senior Obligations." b. The Company is indebted to the Junior Creditor in the principal amount of $500,000.001,500,000.00. The indebtedness of the Company to the Junior Creditor is represented by the promissory note of the Company dated July ____, 2001 (the "Subordinated Note"). Any promissory note which may hereafter be given by the Company to the Junior Creditor to replace the Subordinated Note or to represent any extension, renewal or restructuring of the indebtedness now represented by the Subordinated Note is hereafter referred to as a "Substitute Subordinated Note." All obligations of the Company to the Junior Creditor now represented by the Subordinated Note or any Substitute Subordinated Note are hereafter referred to as the "Junior Obligations."

Background Definitions. This Agreement is made in the context of the following agreed state of facts: a. The Bank and the Company are parties to a Credit Agreement dated the date of this Subordination Agreement under the terms of which the Bank will extend a revolving line of credit (the "Revolving Loan") to the Company for loans up to a maximum outstanding principal amount of $3,500,000.00, a term loan (the "Term Loan") in the principal amount of $291,000.00, a second term loan ("Term Loan II") in the principal amount of $1,116,000.00, and a third term loan ("Term Loan III") in the principal amount of $1,750,000.00. The Revolving Loan, the Term Loan, Term Loan II, and Term Loan III are hereafter referred to collectively as the "Loans," and the Term Loan, Term Loan II, and Term Loan IllIII, are hereafter sometimes referred to collectively as the "Term Loans." All obligations of the Company to the Bank on account of the Loans, whether such obligations now exist or arise hereafter, including principal, interest and expenses of collection, and including any obligations on account of any extension, renewal or restructuring of the Loans, are hereafter referred to as the "Senior Obligations." b. The Company is indebted obligated to pay to the Junior Creditor in management fees pursuant to the principal amount terms of $500,000.00. The indebtedness of the Company to a Management Agreement entered into between the Junior Creditor is represented by the promissory note of and the Company dated as of July ____,2001, 2001 as may be amended (the "Subordinated NoteManagement Agreement"). Any promissory note which may hereafter be given by the Company to the Junior Creditor to replace the Subordinated Note or to represent any extension, renewal or restructuring of the indebtedness now represented by the Subordinated Note is hereafter referred to as a "Substitute Subordinated Note." All obligations of the Company to the Junior Creditor now represented by the Subordinated Note or any Substitute Subordinated Note Management Agreement are hereafter referred to as the "Junior Obligations."