Common use of BACKGROUND STATEMENT Clause in Contracts

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Loan Agreement dated September 25, 2001, as previously amended pursuant to that certain First Amendment to Loan Agreement and Line of Credit Promissory Note dated September 25, 2002 (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 ($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 (hereinafter referred to as the "Guaranty"). Borrower and Lender have agreed to amend the Agreement, Guarantor has agreed to reaffirm its Guaranty, and the parties are entering into this Amendment to evidence their agreement.

BACKGROUND STATEMENT. The Borrower and Lender are parties to the Beneficiary previously entered into that certain Loan Agreement Agreement, dated as of September 2527, 20011994 (the "Original Loan Agreement"), as previously amended pursuant to that certain First Amendment 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 and Line of Credit is evidenced by a Promissory Note dated as of September 2527, 1994, made by the Borrower in favor of the Beneficiary, having a final maturity date of December 20, 2002 (hereinafter referred to as the “First Amendment,” and, together with the Loan Agreement, collectively referred to as the "AgreementOriginal CoBank Note"). All capitalized terms used herein shall have The proceeds of such loan were reloaned by the same meanings as are ascribed Borrower to them the Grantor for the purposes set forth in the Agreement unless otherwise herein definedOriginal Loan Agreement. Borrower and Lender are also parties to Such reloan is evidenced by that certain Line of Credit Promissory Note dated as of September 2527, 2001, as amended by the First Amendment1994, made by the Grantor in favor of the Borrower to the order of Lender in the original principal amount of Twenty-One Million $3,800,000 and No/100 Dollars having a final maturity date of December 20, 2002 ($21,000,000.00the "Original Note"), which evidences Original Note has been assigned to the indebtedness 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 Line Beneficiary (the "Original Guaranty"), guaranteeing the "Obligations" (as defined in the Original Guaranty). As a further condition to the obligation of Credit 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"). Payment and performance The proceeds of certain obligations of such loan are to be reloaned by the Borrower provided to the Grantor for the purposes set forth in the Mississippi One Loan Documents Agreement. Such reloan is guaranteed by Guarantor pursuant to that certain Guaranty Agreement dated September 25, 2001, as reaffirmed evidenced by that certain Reaffirmation Amended and Restated Promissory Note dated of Guaranty Agreement dated September 25even date herewith, 2002 made by the Grantor in favor of the Borrower in the original principal amount of $17,400,000 and 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 "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"), 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 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 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 "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 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). Borrower As a further condition to the Beneficiary's obligations to advance funds under the Mississippi One Loan Agreement and Lender have agreed to amend the Mercury Loan Agreement, Guarantor the Grantor has agreed executed and delivered that certain First Amendment and Supplement to reaffirm its GuarantySecurity Agreement, dated as of even date herewith, in favor of the Beneficiary (the Security Agreement, as amended, the "Amended Security Agreement") and the parties are entering into this Amendment to evidence their agreementsecure 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 Documents.""

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Loan Agreement dated September 25Amended, 2001, as previously amended pursuant to that certain First Amendment to Loan Agreement Restated and Line of Credit Promissory Consolidated Commercial Revolving Note dated September 25March 2, 2002 (hereinafter referred to as the “First Amendment,” and1998, 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 ($21,000,000.00), which evidences the indebtedness of the Line of Credit Loan 9,000,000.00 (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). Payment 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 of certain obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents is are guaranteed by Guarantor 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 Guaranty Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 2515, 20011998, as reaffirmed by that certain Reaffirmation of Guaranty Loan Documents Modification Agreement dated September 25October 31, 2002 (hereinafter referred to as the "Guaranty")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 AgreementNote and all of the other Loan Documents, Guarantor has Guarantors have each agreed to reaffirm its their Guaranty, and the parties hereto are entering into this Amendment to evidence their agreementagreements.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Loan Agreement dated September 25, 2001, as previously amended pursuant to that certain First Amendment to Loan Agreement and Line of Credit Promissory Note dated September 25, 2002 (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, 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 ($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 2002, and in the Second Amendment (hereinafter referred to as the "Guaranty"). Borrower and Lender have agreed to amend the Agreement, Guarantor has agreed to reaffirm its Guaranty, and the parties are entering into this Amendment to evidence their agreement.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Loan Agreement dated September 25Amended, 2001, as previously amended pursuant to that certain First Amendment to Loan Agreement Restated and Line of Credit Promissory Consolidated Commercial Revolving Note dated September 25March 2, 2002 (hereinafter referred to as the “First Amendment,” and1998, 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 ($21,000,000.00), which evidences the indebtedness of the Line of Credit Loan 9,000,000.00 (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). Payment 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 of certain obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents is are guaranteed by Guarantor 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 Agreement of Payment and Performance dated September 25January 15, 2001, as reaffirmed by that certain Reaffirmation of Guaranty Agreement dated September 25, 2002 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, 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 AgreementNote and all of the other Loan Documents, Guarantor has Guarantors have each agreed to reaffirm its their Guaranty, and the parties hereto are entering into this Amendment to evidence their agreementagreements.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Loan Agreement dated September 25Amended, 2001, as previously amended pursuant to that certain First Amendment to Loan Agreement Restated and Line of Credit Promissory Consolidated Commercial Revolving Note dated September 25March 2, 2002 (hereinafter referred to as the “First Amendment,” and1998, 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 ($21,000,000.00), which evidences the indebtedness of the Line of Credit Loan 9,000,000.00 (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). Payment 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 of certain obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents is are guaranteed by Guarantor 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 Guaranty Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 2515, 20011998, as reaffirmed by that certain Reaffirmation of Guaranty Loan Documents Modification Agreement dated September 25October 31, 2002 (hereinafter referred to as the "Guaranty")1998, and that certain Loan Documents Modification Agreement dated December 31, 1998. Borrower and Lender have agreed to amend the AgreementNote and all of the other Loan Documents, Guarantor has Guarantors have each agreed to reaffirm its their Guaranty, and the parties hereto are entering into this Amendment to evidence their agreementagreements.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Loan Agreement dated September 25Amended, 2001, as previously amended pursuant to that certain First Amendment to Loan Agreement Restated and Line of Credit Promissory Consolidated Commercial Revolving Note dated September 25March 2, 2002 (hereinafter referred to as the “First Amendment,” and1998, 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 ($21,000,000.00), which evidences the indebtedness of the Line of Credit Loan 9,000,000.00 (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). Payment 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 of certain obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents is are guaranteed by Guarantor 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 Guaranty Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 2515, 20011998, as reaffirmed by and that certain Reaffirmation of Guaranty Loan Documents Modification Agreement dated September 25October 31, 2002 (hereinafter referred to as the "Guaranty")1998. Borrower and Lender have agreed to amend the AgreementNote and all of the other Loan Documents, Guarantor has Guarantors have each agreed to reaffirm its their Guaranty, and the parties hereto are entering into this Amendment to evidence their agreementagreements.

BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Loan Agreement dated September 25, 2001, as previously amended pursuant to that certain First Amendment to Loan Agreement and Line of Credit Promissory Note dated September 25, 2002 2002, that certain Loan Documents Modification Agreement dated September 25, 2003, and that certain Loan Documents Modification Agreement dated September 24, 2004 (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 Amended and Restated Line of Credit Promissory Note dated September 2524, 2001, as amended by the First Amendment2004, made by Borrower to the order of Lender in the original principal amount of Twenty-One Thirty Million and No/100 Dollars ($21,000,000.0030,000,000.00), 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, 20012001 (hereinafter referred to as the "Guaranty"), as reaffirmed by that certain Reaffirmation of Guaranty Agreement dated September 25, 2002 (hereinafter referred to as 2002, and in the "Guaranty")Loan Documents Modification Agreement dated September 25, 2003, and the Loan Documents Modification Agreement dated September 24, 2004. Borrower and Lender have agreed to amend the Agreement, Guarantor has agreed to reaffirm its Guaranty, and the parties are entering into this Amendment to evidence their agreement.