Common use of BACKGROUND STATEMENT Clause in Contracts

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Amended, Restated and Consolidated Commercial Revolving Note dated March 2, 1998, in the original principal amount of $9,000,000.00 (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). The Note is secured by (a) that certain Amended and Restated General Security Agreement from Borrower and Guarantors, as "Debtor" therein, to Lender, as "Secured Party" therein, dated November 19, 1997 (hereinafter referred to as the "Security Agreement"), and (b) all of the "Loan Documents," as that term is defined in that certain Amended and Restated Commercial Loan Agreement dated March 2, 1998 (hereinafter referred to as the "Loan Agreement"). Certain payment and performance obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents are guaranteed by Guarantors pursuant to separate Guaranty of Payment and Performance, each dated November 19, 1997 (hereinafter each referred to as a "Guaranty"). The Loan Documents have previously been amended pursuant to that certain Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 15, 1998, that certain Loan Documents Modification Agreement dated October 31, 1998, that certain Loan Documents Modification Agreement dated December 31, 1998, and that certain Loan Documents Modification Agreement dated May 31, 1999. Borrower and Lender have agreed to amend the Note and all of the other Loan Documents, Guarantors have each agreed to reaffirm their Guaranty, and the parties hereto are entering into this Amendment to evidence their agreements.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Amended, Restated and Consolidated Commercial Revolving Note dated March 2, 1998, in the original principal amount of $9,000,000.00 (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). The Note is secured by (a) that certain Amended and Restated General Security Agreement from Borrower and Guarantors, as "Debtor" therein, to Lender, as "Secured Party" therein, dated November 19, 1997 (hereinafter referred to as the "Security Agreement"), and (b) all of the "Loan Documents," as that term is defined in that certain Amended and Restated Commercial Loan Agreement dated March 2, 1998 (hereinafter referred to as the "Loan Agreement"). Certain payment and performance obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents are guaranteed by Guarantors pursuant to separate Guaranty of Payment and Performance, each dated November 19, 1997 (hereinafter each referred to as a "Guaranty"). The Loan Documents have previously been amended pursuant to that certain Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 15, 1998, that certain Loan Documents Modification Agreement dated October 31, 1998, and that certain Loan Documents Modification Agreement dated December 31, 1998, and that certain Loan Documents Modification Agreement dated May 31, 1999. Borrower and Lender have agreed to amend the Note and all of the other Loan Documents, Guarantors have each agreed to reaffirm their Guaranty, and the parties hereto are entering into this Amendment to evidence their agreements.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Amended, Restated and Consolidated Commercial Revolving Note dated March 2, 1998, in the original principal amount of $9,000,000.00 (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). The Note is secured by (a) that certain Amended and Restated General Security Agreement from Borrower and Guarantors, as "Debtor" therein, to Lender, as "Secured Party" therein, dated November 19, 1997 (hereinafter referred to as the "Security Agreement"), and (b) all of the "Loan Documents," as that term is defined in that certain Amended and Restated Commercial Loan Agreement dated March 2, 1998 (hereinafter referred to as the "Loan Agreement"). Certain payment and performance obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents are guaranteed by Guarantors pursuant to separate Guaranty of Payment and Performance, each dated November 19, 1997 (hereinafter each referred to as a "Guaranty"). The Loan Documents have previously been amended pursuant to that certain Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 15, 1998, and that certain Loan Documents Modification Agreement dated October 31, 1998, that certain Loan Documents Modification Agreement dated December 31, 1998, and that certain Loan Documents Modification Agreement dated May 31, 1999. Borrower and Lender have agreed to amend the Note and all of the other Loan Documents, Guarantors have each agreed to reaffirm their Guaranty, and the parties hereto are entering into this Amendment to evidence their agreements.

BACKGROUND STATEMENT. The Borrower and Lender are parties to the Beneficiary previously entered into that certain AmendedLoan Agreement, Restated and Consolidated Commercial Revolving dated as of September 27, 1994 (the "Original Loan Agreement"), pursuant to which the Beneficiary agreed to loan to the Borrower up to $3,800,000. The Borrower's obligation to repay amounts advanced under the Original Loan Agreement is evidenced by a Promissory Note dated March 2as of September 27, 19981994, made by the Borrower in favor of the Beneficiary, having a final maturity date of December 20, 2002 (the "Original CoBank Note"). The proceeds of such loan were reloaned by the Borrower to the Grantor for the purposes set forth in the Original Loan Agreement. Such reloan is evidenced by that certain Promissory Note dated as of September 27, 1994, made by the Grantor in favor of the Borrower in the original principal amount of $9,000,000.00 3,800,000 and having a final maturity date of December 20, 2002 (the "Original Note"), which Original Note has been assigned to the Beneficiary. As a condition to the Beneficiary's obligation to advance funds under the Original Loan Agreement, the Grantor executed and delivered that certain Continuing Guaranty, dated as of September 27, 1994, in favor of the Beneficiary (the "Original Guaranty"), guaranteeing the "Obligations" (as defined in the Original Guaranty). As a further condition to the obligation of the Beneficiary to advance funds under the Original Loan Agreement, the Grantor executed and delivered that certain Security Agreement, dated as of September 27, 1994, in favor of the Beneficiary (the "Security Agreement") and this Deed of Trust to secure the Grantor's performance under the Original Guaranty and under the Original Note and to secure the Original CoBank Note. The Borrower and the Beneficiary have now entered into that certain Amended and Restated Loan Agreement, dated as of even date herewith (the "Mississippi One Loan Agreement"), pursuant to which the Original Loan Agreement was amended and restated to increase the availability of the loan thereunder to $17,400,000. The Borrower's obligation to repay amounts advanced under the Mississippi One Loan Agreement is evidenced by an Amended and Restated Promissory Note dated as of even date herewith, made by the Borrower in favor of the Beneficiary, having a final maturity date of December 20, 2003 and amending and restating the Original Note (said promissory note, as the same may be amended, modified, supplemented, extended or restated from time to time is hereinafter referred to as the "Amended CoBank Note", and the loan evidenced thereby as the "Loan"). The Note proceeds of such loan are to be reloaned by the Borrower to the Grantor for the purposes set forth in the Mississippi One Loan Agreement. Such reloan is secured evidenced by (a) that certain Amended and Restated General Security Agreement from Promissory Note dated of even date herewith, made by the Grantor in favor of the Borrower in the original principal amount of $17,400,000 and Guarantorshaving a final maturity date of December 20, 2003 and amending and restating the Original Note (said promissory note, as "Debtor" thereinthe same may be amended, modified, supplemented, extended or restated from time to Lender, as "Secured Party" therein, dated November 19, 1997 (time is hereinafter referred to as the "Security Mississippi One Note"), which Mississippi One Note has been assigned to the Beneficiary. The Borrower and the Beneficiary have now also entered into that certain Loan Agreement, dated as of even date herewith (the "Mercury Loan Agreement"), and (b) all pursuant to which the Beneficiary agreed to loan the Borrower up to $5,000,000. The Borrower's obligation to repay amounts advanced under the Mercury Loan Agreement is evidenced by a Promissory Note dated of even date herewith, made by the Borrower in favor of the Beneficiary, having a final maturity date as provided in the Mercury Loan Agreement (said promissory note, as the same may be amended, modified, supplemented, extended or restated from time to time is hereinafter referred to as the "CoBank Note"). The proceeds of such loan are to be reloaned by the Borrower to Mercury, Inc. ("Mercury") for the purposes set forth in the Mercury Loan Documents," Agreement. Such reloan is evidenced by that certain Promissory Note dated of even date herewith, made by Mercury in favor of the Borrower in the original principal amount of $5,000,000 and having a final maturity date as that term provided in the Mercury Loan Agreement (said promissory note, as the same may be amended, modified, supplemented, extended or restated from time to time is defined in hereinafter referred to as the "Mercury Note"), which Mercury Note has been assigned to the Beneficiary. As conditions to the Beneficiary's obligation to advance funds under the Mississippi One Loan Agreement and the Mercury Loan Agreement: (a) the Grantor has executed and delivered that certain Amended and Restated Commercial Continuing Guaranty, dated as of even date herewith, in favor of the Beneficiary and amending and restating the Original Guaranty (said guaranty, as the same may be amended, modified, supplemented, extended, or restated from time to time is hereinafter referred to as the "Mississippi One Guaranty"), guaranteeing the "Obligations" (as defined in the Mississippi One Guaranty); and (b) Mercury has executed and delivered that certain Continuing Guaranty, dated as of even date herewith, in favor of the Beneficiary (said guaranty, as the same may be amended, modified, supplemented, extended, or restated from time to time is hereinafter referred to as the "Mercury Guaranty"), guaranteeing the "Obligations" (as defined in the Mercury Guaranty). As a further condition to the Beneficiary's obligations to advance funds under the Mississippi One Loan Agreement and the Mercury Loan Agreement, the Grantor has executed and delivered that certain First Amendment and Supplement to Security Agreement, dated March 2as of even date herewith, 1998 in favor of the Beneficiary (the Security Agreement, as amended, the "Amended Security Agreement") and this Amendment to secure the Grantor's performance under the Mississippi One Guaranty and the Mississippi One Note, and to secure the Mercury Guaranty, the Mercury Note, the Amended CoBank Note and the CoBank Note. The Mississippi One Loan Agreement, the Mercury Loan Agreement, the Amended Security Agreement, the Mississippi One Guaranty, the Mercury Guaranty, the Mississippi One Note, the Amended CoBank Note, the Mercury Note and the CoBank Note, this Amendment, and all other instruments evidencing, securing or otherwise relating to the indebtedness and obligations hereinabove described are hereinafter referred to as the "Loan AgreementDocuments."). Certain payment and performance obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents are guaranteed by Guarantors pursuant to separate Guaranty of Payment and Performance, each dated November 19, 1997 (hereinafter each referred to as a "Guaranty"). The Loan Documents have previously been amended pursuant to that certain Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 15, 1998, that certain Loan Documents Modification Agreement dated October 31, 1998, that certain Loan Documents Modification Agreement dated December 31, 1998, and that certain Loan Documents Modification Agreement dated May 31, 1999. Borrower and Lender have agreed to amend the Note and all of the other Loan Documents, Guarantors have each agreed to reaffirm their Guaranty, and the parties hereto are entering into this Amendment to evidence their agreements.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain AmendedLoan Agreement dated September 25, Restated 2001, as previously amended pursuant to that certain First Amendment to Loan Agreement and Consolidated Commercial Revolving Line of Credit Promissory Note dated March 2September 25, 19982002 (hereinafter referred to as the “First Amendment,” and, together with the Loan Agreement, collectively referred to as the "Agreement"). All capitalized terms used herein shall have the same meanings as are ascribed to them in the Agreement unless otherwise herein defined. Borrower and Lender are also parties to that certain Line of Credit Promissory Note dated September 25, 2001, as amended by the First Amendment, made by Borrower to the order of Lender in the original principal amount of Twenty-One Million and No/100 Dollars ($9,000,000.00 21,000,000.00), which evidences the indebtedness of the Line of Credit Loan (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). The Note Payment and performance of certain obligations of Borrower provided for in the Loan Documents is secured guaranteed by (a) Guarantor pursuant to that certain Amended and Restated General Security Guaranty Agreement from Borrower and Guarantorsdated September 25, 2001, as "Debtor" thereinreaffirmed by that certain Reaffirmation of Guaranty Agreement dated September 25, to Lender, as "Secured Party" therein, dated November 19, 1997 2002 (hereinafter referred to as the "Security Agreement"), and (b) all of the "Loan Documents," as that term is defined in that certain Amended and Restated Commercial Loan Agreement dated March 2, 1998 (hereinafter referred to as the "Loan Agreement"). Certain payment and performance obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents are guaranteed by Guarantors pursuant to separate Guaranty of Payment and Performance, each dated November 19, 1997 (hereinafter each referred to as a "Guaranty"). The Loan Documents have previously been amended pursuant to that certain Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 15, 1998, that certain Loan Documents Modification Agreement dated October 31, 1998, that certain Loan Documents Modification Agreement dated December 31, 1998, and that certain Loan Documents Modification Agreement dated May 31, 1999. Borrower and Lender have agreed to amend the Note and all of the other Loan DocumentsAgreement, Guarantors have each Guarantor has agreed to reaffirm their its Guaranty, and the parties hereto are entering into this Amendment to evidence their agreementsagreement.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain AmendedLoan Agreement dated September 25, Restated 2001, as previously amended pursuant to that certain First Amendment to Loan Agreement and Consolidated Commercial Revolving Line of Credit Promissory Note dated March 2September 25, 19982002, that certain Loan Documents Modification Agreement dated September 25, 2003, and that certain Loan Documents Modification Agreement dated September 24, 2004 (hereinafter collectively referred to as the "Agreement"). All capitalized terms used herein shall have the same meanings as are ascribed to them in the Agreement unless otherwise herein defined. Borrower and Lender are also parties to that certain Amended and Restated Line of Credit Promissory Note dated September 24, 2004, made by Borrower to the order of Lender in the original principal amount of Thirty Million and No/100 Dollars ($9,000,000.00 30,000,000.00), which evidences the indebtedness of the Line of Credit Loan (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). The Note Payment and performance of certain obligations of Borrower provided for in the Loan Documents is secured guaranteed by (a) Guarantor pursuant to that certain Amended and Restated General Security Guaranty Agreement from Borrower and Guarantorsdated September 25, as "Debtor" therein, to Lender, as "Secured Party" therein, dated November 19, 1997 2001 (hereinafter referred to as the "Security AgreementGuaranty"), and (b) all of the "Loan Documents," as that term is defined in reaffirmed by that certain Amended and Restated Commercial Loan Reaffirmation of Guaranty Agreement dated March 2September 25, 1998 (hereinafter referred to as the "Loan Agreement"). Certain payment 2002, and performance obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents are guaranteed by Guarantors pursuant to separate Guaranty of Payment and Performance, each dated November 19, 1997 (hereinafter each referred to as a "Guaranty"). The Loan Documents have previously been amended pursuant to that certain Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 1525, 19982003, that certain and the Loan Documents Modification Agreement dated October 31September 24, 1998, that certain Loan Documents Modification Agreement dated December 31, 1998, and that certain Loan Documents Modification Agreement dated May 31, 19992004. Borrower and Lender have agreed to amend the Note and all of the other Loan DocumentsAgreement, Guarantors have each Guarantor has agreed to reaffirm their its Guaranty, and the parties hereto are entering into this Amendment to evidence their agreementsagreement.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain AmendedLoan Agreement dated September 25, Restated 2001, as previously amended pursuant to that certain First Amendment to Loan Agreement and Consolidated Commercial Revolving Line of Credit Promissory Note dated March 2September 25, 19982002 (hereinafter referred to as the “First Amendment”), and that certain Loan Documents Modification Agreement dated September 25, 2003 (hereinafter referred to as the “Second Amendment,” and together with the First Amendment and the Loan Agreement, collectively referred to as the "Agreement"). All capitalized terms used herein shall have the same meanings as are ascribed to them in the Agreement unless otherwise herein defined. Borrower and Lender are also parties to that certain Line of Credit Promissory Note dated September 25, 2001, as amended by the First Amendment and the Second Amendment, made by Borrower to the order of Lender in the original principal amount of Twenty-One Million and No/100 Dollars ($9,000,000.00 21,000,000.00), which evidences the indebtedness of the Line of Credit Loan (hereinafter referred to as the "Note"). Payment and performance of certain obligations of Borrower provided for in the Loan Documents is guaranteed by Guarantor pursuant to that certain Guaranty Agreement dated September 25, 2001, as reaffirmed by that certain Reaffirmation of Guaranty Agreement dated September 25, 2002, and in the loan evidenced thereby as the "Loan"). The Note is secured by (a) that certain Amended and Restated General Security Agreement from Borrower and Guarantors, as "Debtor" therein, to Lender, as "Secured Party" therein, dated November 19, 1997 Second Amendment (hereinafter referred to as the "Security Agreement"), and (b) all of the "Loan Documents," as that term is defined in that certain Amended and Restated Commercial Loan Agreement dated March 2, 1998 (hereinafter referred to as the "Loan Agreement"). Certain payment and performance obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents are guaranteed by Guarantors pursuant to separate Guaranty of Payment and Performance, each dated November 19, 1997 (hereinafter each referred to as a "Guaranty"). The Loan Documents have previously been amended pursuant to that certain Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 15, 1998, that certain Loan Documents Modification Agreement dated October 31, 1998, that certain Loan Documents Modification Agreement dated December 31, 1998, and that certain Loan Documents Modification Agreement dated May 31, 1999. Borrower and Lender have agreed to amend the Note and all of the other Loan DocumentsAgreement, Guarantors have each Guarantor has agreed to reaffirm their its Guaranty, and the parties hereto are entering into this Amendment to evidence their agreementsagreement.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Amended, Restated and Consolidated Commercial Revolving Note dated March 2, 1998, in the original principal amount of $9,000,000.00 (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). The Note is secured by (a) that certain Amended and Restated General Security Agreement from Borrower and Guarantors, as "Debtor" therein, to Lender, as "Secured Party" therein, dated November 19, 1997 (hereinafter referred to as the "Security Agreement"), and (b) all of the "Loan Documents," as that term is defined in that certain Amended and Restated Commercial Loan Agreement dated March 2, 1998 (hereinafter referred to as the "Loan Agreement"). Certain payment and performance obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents are guaranteed by PTG Guarantors pursuant to separate Guaranty of Payment and Performance, each dated November 19, 1997 (hereinafter each referred to as a "PTG Guaranty"). Certain payment and performance obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents are guaranteed by the Logistics Guarantors pursuant to that certain Guaranty of Payment and Performance dated January 15, 2000 (hereinafter referred to as the "Logistics Guaranty," and together with each PTG Guaranty, hereinafter collectively referred to as the "Guaranty,"). The Loan Documents have previously been amended pursuant to that certain Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 15, 1998, that certain Loan Documents Modification Agreement dated October 31, 1998, that certain Loan Documents Modification Agreement dated December 31, 1998, and that certain Loan Documents Modification Agreement dated May 31, 1999, that certain Loan Documents Modification Agreement dated September 30, 1999, that certain Loan Documents Modification Agreement dated October 31, 1999, and that certain Loan Documents Modification Agreement dated November 30, 1999. Borrower and Lender have agreed to amend the Note and all of the other Loan Documents, Guarantors have each agreed to reaffirm their Guaranty, and the parties hereto are entering into this Amendment to evidence their agreements.