IN BANK'S POSSESSION WHEN DISCLOSED TO
BANK, OR BECOMES PART OF THE PUBLIC DOMAIN AFTER DISCLOSURE TO BANK; OR (B) IS
DISCLOSED TO BANK BY A THIRD PARTY, IF BANK DOES NOT KNOW THAT THE THIRD PARTY
IS PROHIBITED FROM DISCLOSING THE INFORMATION.
12.9
ATTORNEYS' FEES, COSTS AND EXPENSES.
IN ANY ACTION OR PROCEEDING BETWEEN ANY BORROWER AND BANK ARISING OUT OF THE
LOAN DOCUMENTS, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER ITS REASONABLE
ATTORNEYS' FEES AND OTHER REASONABLE COSTS AND EXPENSES INCURRED, IN ADDITION TO
ANY OTHER RELIEF TO WHICH IT MAY BE ENTITLED.
13
DEFINITIONS
13.1
DEFINITIONS.
IN THIS AGREEMENT:
"AFFILIATE" OF A PERSON IS A PERSON THAT OWNS OR CONTROLS DIRECTLY OR INDIRECTLY
THE PERSON, ANY PERSON THAT CONTROLS OR IS CONTROLLED BY OR IS UNDER COMMON
CONTROL WITH THE PERSON, AND EACH OF THAT PERSON'S SENIOR EXECUTIVE OFFICERS,
DIRECTORS, PARTNERS AND, FOR ANY PERSON THAT IS A LIMITED LIABILITY COMPANY,
THAT PERSON'S MANAGERS AND MEMBERS.
"BANK EXPENSES" ARE ALL AUDIT FEES AND EXPENSES AND REASONABLE COSTS AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) FOR PREPARING,
NEGOTIATING, ADMINISTERING (EXCEPT FOR ADMINISTRATIVE EXPENSES INCURRED IN THE
ORDINARY COURSE OR WHERE SUCH ADMINISTRATION DOES NOT RESULT IN OUT-OF-POCKET
EXPENSES), DEFENDING AND ENFORCING THE LOAN DOCUMENTS (INCLUDING APPEALS OR
INSOLVENCY PROCEEDINGS).
"BASIC RATE" IS A PER ANNUM RATE OF INTEREST (BASED ON A YEAR OF 360 DAYS) EQUAL
TO SEVEN AND THREE-QUARTERS PERCENT (7.75%).
"BORROWER'S BOOKS" ARE ALL OF EACH BORROWER'S BOOKS AND RECORDS INCLUDING
LEDGERS, RECORDS REGARDING EACH BORROWER'S ASSETS OR LIABILITIES, THE
COLLATERAL, BUSINESS OPERATIONS OR FINANCIAL CONDITION AND ALL COMPUTER PROGRAMS
OR DISCS OR ANY EQUIPMENT CONTAINING THE INFORMATION.
"BUSINESS DAY" IS ANY DAY THAT IS NOT A SATURDAY, SUNDAY OR A DAY ON WHICH THE
BANK IS CLOSED.
"CLOSING DATE" IS THE DATE OF THIS AGREEMENT.
"CODE" IS THE UNIFORM COMMERCIAL CODE, IN EFFECT IN THE COMMONWEALTH OF VIRGINIA
AS OF THE CLOSING DATE.
"COLLATERAL" IS THE PROPERTY DESCRIBED ON EXHIBIT A.
"COMMITTED EQUIPMENT LINE" IS A CREDIT EXTENSION OF UP TO FIVE MILLION DOLLARS
($5,000,000).
15
"COMMITTED REVOLVING LINE" IS A LINE OF CREDIT FROM BANK TO BORROWERS IN THE
ORIGINAL MAXIMUM PRINCIPAL AMOUNT OF FIFTEEN MILLION DOLLARS ($15,000,000), AS
THE SAME MAY BE AMENDED, MODIFIED, INCREASED OR RENEWED FROM TIME TO TIME.
"COMMITMENT TERMINATION DATE" IS DECEMBER 31, 2004.
"CONTINGENT OBLIGATION" IS, FOR ANY PERSON, ANY DIRECT OR INDIRECT LIABILITY,
CONTINGENT OR NOT, OF THAT PERSON FOR (I) ANY INDEBTEDNESS, LEASE, DIVIDEND,
LETTER OF CREDIT OR OTHER OBLIGATION OF ANOTHER SUCH AS AN OBLIGATION DIRECTLY
OR INDIRECTLY GUARANTEED, ENDORSED, CO-MADE, DISCOUNTED OR SOLD WITH RECOURSE BY
THAT PERSON, OR FOR WHICH THAT PERSON IS DIRECTLY OR INDIRECTLY LIABLE; (II) ANY
OBLIGATIONS FOR UNDRAWN LETTERS OF CREDIT FOR THE ACCOUNT OF THAT PERSON; AND
(III) ALL OBLIGATIONS FROM ANY INTEREST RATE, CURRENCY OR COMMODITY SWAP
AGREEMENT, INTEREST RATE CAP OR COLLAR AGREEMENT, OR OTHER AGREEMENT OR
ARRANGEMENT DESIGNATED TO PROTECT A PERSON AGAINST FLUCTUATION IN INTEREST
RATES, CURRENCY EXCHANGE RATES OR COMMODITY