THIS LOAN AGREEMENT (the "Agreement") is made and entered into as of
November 1, 2004, by and between the Mississippi Business Finance Corporation
(the "Issuer") and Priority Fulfillment Services, Inc., a Delaware corporation
Except as provided herein, all capitalized terms shall have the meanings
ascribed to them in the Indenture (defined below). In addition to the words and
terms elsewhere defined in the Agreement, each of the following words and terms
as used in the Agreement shall have the following meaning unless the context or
use indicates another or different meaning or intent and shall refer to all or
part of the defined subject.
"Additional Bonds" means the Additional Bonds which are authorized to be
issued in accordance with Section 112 of the Indenture in one or more series
from time to time to provide funds for the purposes contemplated by the
"Completion Certificate" means the certificate provided for in Section 4.3
hereof, in the form of Exhibit C hereto.
"Completion Date" means the date of completion of the Project as such date
shall be certified in the Completion Certificate.
"Event of Default" means those events of default specified and defined in
"General Limitations" means those general limitations on the Obligor
action or failure to act specified in Section 9.3 hereof, sometimes referenced
as a condition to a particular Obligor action, but applicable to any action by
the Obligor under the Agreement.
"Improvements to the Project" means such additions, improvements,
modifications or relocations as the Obligor may deem necessary or desirable in,
on or to the Project, all of which shall become part of the Project.
"Indemnified Persons" means the Issuer and its members, officers, agents
"Indenture" means the Trust Indenture between the Issuer and the Trustee,
dated as of November 1, 2004, as the same may be amended or supplemented in
accordance with its terms.
"Inducement Date" means August 18, 2004, on which date a resolution of
intent or inducement to assist in the financing of the Project was adopted by
the Mississippi Business Finance Corporation.
"Issuance Costs" means items of expense payable or reimbursable directly
or indirectly by the Issuer and related to the authorization, sale and issuance
of the Bonds and authorization and execution of the Agreement, which items of
expense shall include, but not be limited to, the Issuer's fee, application fees
and expenses, publication costs, printing costs, costs of reproducing documents,
filing and recording fees, Bond Counsel and Counsel fees, initial Trustee's