P R E A M B L E definition

P R E A M B L E. Whereas, the Company initially issued to the Holders its Series 1 Convertible Subordinated Promissory Notes dated July 26, 2001 (as amended by amendments dated as of October 14, 2003, June 30, 2004 and September 1, 2004 by and between the Company and holders of Series 1 Convertible Subordinated Promissory Notes representing in aggregate outstanding principal amount not less than seventy-five percent (75%) of the aggregate outstanding principal amount of all Series 1 Convertible Subordinated Promissory Notes then outstanding, and including those Series 1 Convertible Subordinated Promissory Notes issued to Holders as payment in kind for interest, the "Notes"); and

P R E A M B L E. As Group is the parent of and owns 100% of the issued and outstanding capital stock of UniMark International, Inc. ("INTERNATIONAL"), UniMark Foods, Inc., which is the Borrower, and Les Produits Deli-Bon, Inc. ("DELI-BON"), a Canadian corporation, and 99% of the issued and outstanding capital stock of AgroMark, S.A. de C.V., a Mexican corporation ("AM"), and Industrias Citricolas de Montemorelos, S.A. de C.V., a Mexican corporation ("ICMOSA"), and Grupo Industrial Santa Engracia, S.A. de C.V. ("GISE"), a Mexican corporation, and UniMark Foods, Inc. is the parent and owns 100% of the issued and outstanding capital stock of Simply Fresh Fruit, Inc. ("SIMPLY FRESH"), with the Group and said Subsidiaries of Group being referred to collectively herein as "UNIMARK"; As UniMark is a vertically integrated citrus and tropical fruit, growing, processing, marketing, and distributing company with operations in Mexico, the United States, and Canada. UniMark's business strategy is as is set forth on page 3 of that Prospectus Summary issued by UniMark and dated June 14, 1996; As ICMOSA and GISE, xx subsidiaries of Borrower, are currently indebted to Lender for separate amounts of working capital needed for their respective operations in Mexico and the separate indebtedness of each company is secured by respective assets of each; As UniMark Foods, Inc. now desires to borrow additional monies from Lender for the working capital needs of the Borrower and of UniMark International, Inc. and Simply Fresh Fruit, Inc. each of which is a Subsidiary of Group located in the USA and Group and such Subsidiaries will benefit directly or indirectly from such loan; As International is solvent but its assets and liabilities are an immaterial portion of the total assets and liabilities of As Group on behalf of UniMark taken as a whole enterprise has requested that Lender make such a loan to the Borrower so that Borrower can make loans to the other Subsidiaries of Group located in the USA so that Group and the other Subsidiaries in the USA may utilize the loan proceeds to provide a market in the USA for the products of the Mexican Subsidiaries of Group and to distribute the products of the Subsidiaries in the USA and of the Mexican Subsidiaries in the Canadian market through the Canadian Subsidiary Deli-Bon (with Borrower, International and Simply Fresh being known herein collectively as the "USA SUBSIDIARIES"); and As to induce Lender to make such loan, UniMark, through the Group and Borr...

P R E A M B L E. AlaTenn Credit is the maker of and the original borrower under a certain $10,000,000.00 Master Revolving Promissory Note (Facility 1) dated as of January 20, 1995 (as amended, the "Facility 1 Note") and a certain $10,000,000 Master Revolving Promissory Note (Facility 2) dated as of January 20, 1995 (as amended, the "Facility 2 Note", or together with the Facility 1 Note, the "Notes"), which together evidence a certain $20,000,000.00 credit facility from the Bank to AlaTenn Credit (the "Loan"). As of the date hereof, the outstanding balance under the Loan is ZERO AND NO/100THS DOLLARS ($0.00). The Loan was made available to AlaTenn Credit by the Bank pursuant to a certain Credit Agreement by and between the Bank and AlaTenn Credit dated as of January 20, 1995, as the same heretofore has been amended, including without limitation by that certain Loan Modification Agreement and Amendment to Loan Documents dated as of January 26, 1996 and by that certain Loan Modification Agreement and Amendment to Loan Documents dated as of February 10, 1997 (as amended, the "Credit Agreement"). The Loan is secured by, among other things, that certain Collateral Assignment and Pledge of Master Promissory Notes from AlaTenn Credit to Bank dated as of January 20, 1995 (the "Collateral Assignment"), and is guaranteed by Atrion pursuant to that certain Continuing Guaranty (Unlimited) of Atrion dated January 29, 1995 (the "Atrion Guaranty"). 52 Several of the subsidiaries of Atrion and makers of the Collateral Notes covered by the Collateral Assignment have been, or will be in the immediate future, sold to a third party, dissolved or merged with and into Atrion or a subsidiary of Atrion. Atrion and AlaTenn Credit also have advised Bank that in due course following the execution hereof, AlaTenn Credit will be dissolved or merged with and into Atrion or a subsidiary thereof. Accordingly, the Bank, AlaTenn Credit and Atrion have agreed that Atrion shall assume the Loan, that AlaTenn Credit shall be released from the Loan simultaneously with the dissolution or merger of AlaTenn Credit, that the Master Promissory Notes of the subsidiaries which have been sold, dissolved or merged into Atrion or a subsidiary thereof shall be released from the Collateral Assignment and that the Loan shall be modified and the documents and instruments evidencing, securing, relating to, guaranteeing or executed or delivered in connection with the Loan (collectively, as heretofore amended, the "Loan Documen...

Examples of P R E A M B L E in a sentence

• P R E A M B L E - - - - - - - - Seller is the owner and operator of manufacturing facilities commonly referred to as the Relay Products Division of Genicom Corporation (the "Relay Division") and located in Waynesboro, Virginia (the "Waynesboro Facility").

• Exhibit 10(v) THE OXFORD SELECT SAVINGS PLAN Amended and Restated Effective January 1, 2001 HART1-883239-2 2 Table of Contents PAGE ---- P R E A M B L E:................................................................

More Definitions of P R E A M B L E

P R E A M B L E. (i) Securities Intermediary and Debtors have entered into a customer agreement, a copy of which is attached hereto as Exhibit A (the "Customer Agreement"), pursuant to which Securities Intermediary has established its securities account number in the name of Debtors (the "Account").

P R E A M B L E. Pursuant to that certain Amended and Restated Loan and Security Agreement dated as of April 11, 2003 by and among Lender and Borrowers, as amended from time to time (collectively, the “Loan Agreement”), Lender made certain financing available to Borrowers. Borrowers have requested Lender to modify certain terms and provisions of the Documents. Lender has agreed to do so, upon the terms and conditions of this Amendment.

P R E A M B L E. In July, 1993, Bank and Borrower executed that certain Term Credit and Security Agreement (the "Agreement") governing Borrower's $4,300,000 term loan (the "Term Loan"). In connection with the Term Loan, Borrower executed in favor of Bank that certain Term Note in the principal amount of FOUR MILLION THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($4,300,000.00) (the "Note"), along with other loan documents and instruments evidencing, securing, relating to, guaranteeing or otherwise executed or delivered in connection with the Term Loan (jointly and severally with the Agreement and the Note, the "Loan Documents"). Effective as of the date set forth above, Borrower requested, and Bank agreed, to modify certain financial covenants relating to the Term Loan as more specifically set forth below.