EXHIBIT 10.10
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("THIRD AMENDMENT") is made as
of August 29, 2002 ("EFFECTIVE DATE"), by and between U.S. PREMIUM BEEF, LTD., a
marketing cooperative formed under the laws of the State of Kansas,
("BORROWER"), whose mailing address is 12200 North Ambassador Drive, Kansas
City, Missouri 641 63, and COBANK, ACB ("COBANK"), as agent for the benefit of
the Syndication Parties (in that capacity, "AGENT"), whose mailing address is
5500 South Quebec Street, Greenwood Village, Colorado 801 11.
RECITALS
A. CoBank, as Agent and as a Syndication Party (collectively, the
present and future SYNDICATION PARTIES shall be referred to herein as the
"Syndication Parties" and, each, a "SYNDICATION PARTY") and Borrower entered
into that certain Credit Agreement (Term Loan) dated as of November 25, 1997, as
amended by that certain First Amendment to Credit Agreement (Term Loan) dated
effective as of March 21, 2000, and as amended by that certain Second Amendment
to Credit Agreement (Term Loan) dated effective as of August 24, 2001 (as
further amended, modified, supplemented, restated or replaced from time to time,
the "CREDIT AGREEMENT") pursuant to which the Syndication Parties agreed to make
that certain term loan to Borrower in an amount up $65,000,000.00 under the
terms and conditions set forth in the Credit Agreement.
B. Borrower has requested that the Syndication Parties amend the
Credit Agreement, which the Syndication Parties are willing to do under the
terms and conditions as set forth in this Third Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, including the mutual promises and agreements
contained herein, the parties hereto hereby agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is amended as of
the Effective Date as follows:
1.1 Section 1.7 is amended in its entirety to read as follows:
1.7 AGGREGATE COMMITMENT: shall be $9,142,014.
1.2 Section 1.1 1 is amended in its entirety to read as follows:
1.11 BASE RATE: a rate of interest per annum equal to the
"prime rate" as published from time to time in the Eastern Edition of
the Wall Street Journal as the average prime lending rate for
seventy-five percent (75%) of the United States' thirty (30) largest
commercial banks, or if the Wall Street Journal shall cease publication
or cease publishing the "prime rate" on a regular basis, such other
regularly published
average prime rate applicable to such commercial banks as is acceptable
to Agent in its sole discretion, with such rate modified by adding the
Base Rate Margin.
1.3 Section 1.12 is amended in its entirety to read as follows:
1.12 BASE RATE LOAN: shall have the meaning set forth in
Subsection 5.1.1.
1.4 Section 1.26 is amended in its entirety to read as follows:
1.26 DEBT SERVICE COVERAGE RATIO: for any consecutive four
Fiscal Quarters (a) net income (as determined in accordance with GAAP),
(i) plus depreciation and amortization, (ii) plus the amount of all
Unit Retains, (iii) plus cash distributions received from affiliates,
(iv) plus the non-cash impact of the Swap Agreement on Borrower's
income statement, to the extent used in determining net income, and (v)
less retirements of equity (in the form of Unit Retains and the return
of the non-cash portion of patronage distributions), cash patronage
distributions, and earnings from affiliates, (b) divided by the total
scheduled principal payments made on all Debt during such period;
provided that for the purposes of calculating the Debt Service Coverage
Ratio, the amount of the principal payment due on January 1, 2005,
shall be deemed to be $264,084.00. For purposes of this Section 1.26,
cash distributions received from affiliates calculated for each Fiscal
Quarter shall include, but without duplication in the following Fiscal
Quarter, those distributions received from affiliates up to and
including the last day of the month in which such Fiscal Quarter ends.
1.5 Section 1.38 is amended in its entirety to read as follows:
1.38 EXPIRATION DATE: shall be September 30, 2002.
1.6 Section 1.42 is amended in its entirety to read as follows:
1.42 FIXED RATE: the rate for deposits in U.S. dollars
with three month maturities that appears on the display designated as
Page "3750" of the Telerate Service (or such other Page as may replace
the 3750 Page of that service or, if the Telerate Service shall cease
displaying such rates, as published by such other service or services
as may be nominated by the British Bankers' Association for the purpose
of displaying London Interbank Offered Rates for U.S. Dollar deposits
or, if none, the comparable reference on the Reuters Screen LIBOR Page
or such other quotation service as may be chosen by Agent), determined
two (2) Business Days prior to the commencement of the applicable Fixed
Rate Period, effective as of 1:00 p.m. (Eastern Standard Time) on the
first Business Day of each Fixed Rate Period, reserve adjusted basis
for Regulation D on a demonstrated basis, with such rate modified by
adding the Fixed Rate Margin.
1.7 Section 1.43 is amended in its entirety to read as follows:
1.43 FIXED RATE LOAN: shall have the meaning set forth in
Subsection 5.1.2.
1.8 Section 1.44 is amended in its entirety to read as follows:
2
1.44 FIXED RATE MARGIN: shall be the amount determined
from time to time as provided in Section 5.5 hereof.
1.9 Article I is amended by the addition of the following new
Sections reading as follows:
1.106 NET WORTH: means the amount of Borrower's total
assets (as determined in accordance with GAAP) less Borrower's total
liabilities (as determined in accordance with GAAP.
1.107 BASE RATE MARGIN: shall be the amount determined from
time to time as provided in Section 5.5 hereof.
1.108 CAPITAL EXPENDITURES: means an expenditure for the
purchase of any fixed asset as determined in accordance with GAAP.
1.109 CAPITAL LEASE: means any lease of property (whether
real, personal or mixed) by a Person, the discounted present value of
the rental obligations of such Person as lessee under such lease, in
accordance with GAAP, is required to be capitalized on the balance
sheet of such Person.
1.110 CURRENT ASSETS: of any Person means all assets of
such Person that would, in accordance with GAAP, be classified as
current assets of a company conducting a business the same as or
similar to that of such Person, after deducting adequate reserves in
each case in which a reserve is proper in accordance with GAAP.
1.111 CURRENT LIABILITIES: of any Person means all Debt of
such Person that would, in accordance with GAAP, be classified as
current liabilities of a company conducting a business the same as or
similar to that of such Person.
1.112 DEBT: means as to any Person, without duplication:
(a) indebtedness, obligations, or liability of such Person for borrowed
money (including by the issuance of debt securities), or for the
deferred purchase price of property or services (excluding trade
obligations); (b) the aggregate of the principal components of all
Capital Leases and other agreements for the use, acquisition or
retention of real or personal property which are required to be
capitalized under GAAP; (c) to the extent drawn upon, obligations of
such Person arising under bankers' or trade acceptance facilities,
letters of credit, customer advances and other extensions of credit
whether or not representing obligations for borrowed money; (d) all
guarantees, endorsements and other contingent obligations of such
Person with respect to indebtedness arising from money borrowed by
others; (e) all obligations secured by a lien on property owned by such
Person, whether or not the obligations have been assumed; and (I) all
obligations of such Person under any agreement providing for an
interest rate swap, cap, cap and floor, contingent participation or
other hedging mechanisms with respect to interest payable on any of the
items described in this definition.
1.113 EBITDA: means for any period, Borrower's net income
for such period, (a) plus, without duplication, the sum of the amounts
of (i) Interest Expense, (ii) federal
3
and state income taxes, (iii) depreciation and amortization expenses,
and (iv) extraordinary losses, and (b) minus, without duplication,
extraordinary gains, in each case as charged against (or added to, as
the case may be) revenues to arrive at net income for such period, all
as determined by GAAP.
1.114 FUNDED DEBT: of any Person means Debt in respect of
the Advances, in the case of Borrower, and all other Debt of such
Person that by its terms matures more than one year after the date of
its creation or matures within one year from such date but is renewable
or extendible, at the option of such Person, to a date more than one
year from such date or arises under a revolving credit or similar
agreement that obligates the lender or lenders to extend credit during
a period of more than one year from such date, including, without
limitation, all amounts of Funded Debt of such Person required to be
paid or prepaid within one year after the date of its creation.
1.115 INTEREST EXPENSE: means all interest charges during
such period, including all amortization of Debt discount expense and
imputed interest with respect to obligations under Capital Leases,
determined on a consolidated basis in accordance with GAAP.
1.116 NATIONAL BEEF CREDIT AGREEMENT: means the Second
Amended and Restated Credit Agreement dated as of August 29, 2001 by
and between Farmland National Beef Packing Company, L.P. and U.S. Bank
National Association, as amended by the First Amendment to Second
Amended and Restated Credit Agreement dated as of February 26, 2002.
1.117 NATIONAL BEEF EBITDA: means for any period, the net
income of National Beef for such period before provision for income
taxes, interest expense (including without limitation, implicit
interest expense on capitalized leases), depreciation, amortization and
other noncash expenses or charges, excluding (to the extent otherwise
included): (a) nonoperating gains (including without limitation,
extraordinary or nonrecurring gains, gains from discontinuance of
operations and gains arising from the sale of assets other than
National Beef Inventory or property, plant and equipment) during the
applicable period; and (b) similar nonoperating losses during such
period, all as determined by GAAP.
1.118 NATIONAL BEEF FARM PRODUCTS: means all of National
Beefs harvested or unharvested crops of all types and descriptions,
whether annual or perennial and all other personal property of National
Beef used or for use in farming or livestock operations, including
without limitation, native grass, grain, harvested crops, feed, feed
additives, feed ingredients, feed supplements, fertilizer, hay, silage,
supplies (including without limitation, veterinary supplies and related
goods), livestock (including without limitation, the offspring of such
livestock and livestock in gestation) and any other "farm products" (as
defined in the Uniform Commercial Code as in effect in the State of
Colorado).
1.119 NATIONAL BEEF FUNDED DEBT: means, for any date of
determination, the then outstanding principal amount of all interest
bearing indebtedness for borrowed money (including without limitation,
Capital Leases) owing by National Beef plus the
4
then undrawn amount of all outstanding letters of credit issued for the
account of National Beef.
1.120 NATIONAL BEEF INVENTORY: means any and all goods (as
defined in the Uniform Commercial Code as in effect in the State of
Colorado) which shall at any time constitute "inventory" (as defined in
the Uniform Commercial Code as in effect in the State of Colorado) or
National Beef Farm Products, wherever located (including without
limitation, goods in transit and goods in the possession of third
parties), or which from time to time are held for sale, lease or
consumption in National Beefs business, furnished under any contract of
service or held as raw materials, work in process, finished inventory
or supplies (including without limitation, packaging and/or shipping
materials).
1.121 NATIONAL BEEF LEVERAGE RATIO: means for any fiscal
year of National Beef, the ratio determined by dividing the average
amount of National Beef Funded Debt for such fiscal year by the amount
of National Beef EBITDA over the same fiscal year.
1.122 NATIONAL BEEF LEVERAGE RATIO CERTIFICATE: shall have
the meaning set forth in Section 5.5 hereof.
1.123 WORKING CAPITAL: means the excess of Current Assets
over Current Liabilities; provided that for all periods commencing on
the day after the last day of Borrower's Fiscal Quarter which ends in
February of 2004, the current portion of Funded Debt attributable to
Debt in respect of Advances, shall be deemed to be $1,040,927.00 for
the purposes of determining the amount of Borrower's Working Capital at
any time during such period. In addition, for the purpose of
determining Working Capital, Current Assets will include cash
distributions reasonably expected to be received from National Beef
during the quarterly reporting period that follows the date of
determination of Working Capital.
1.10 The following Sections and Subsections are amended in their
entirety to read "This Section Intentionally Omitted": 1.2, 1.32, 1.33, 1.41,
1.46, 1.75, 1,76, 1.83, 1.88, 1.99, 5.3.1, 6.6, 7.2, 7.3, 11.1.19, 11.1.20,
11.1.21, 11.2.3, 11.2.4, 11.3.1, 11.3.4, 11.2.7, 12.16, 12.17, 16.21,
1.11 Each reference to the term "Post Closing Escrow Account" is
deleted in Section 9.1.
1.12 Each reference to the term "Post Closing Adjustment Amount" is
deleted in Sections 1.82, 9.1, and 10.21.
1.13 Each reference to the term "DSR Account" is deleted in each of
the following Sections: 9.1, and 13.8(f).
1.14 The reference to the term "Post Closing Adjustment Account" is
deleted in Section 13.8(1).
1.15 Section 3.1 is amended in its entirety to read as follows:
5
3.1 PURPOSE. The proceeds of the Loan ("LOAN PROCEEDS")
may be used by Borrower only for general working capital purposes
related to the operation of its business as described in Section 13.2
hereof, and Borrower agrees to use the Loan Proceeds for such purposes
only.
1.16 Section 5.1 is amended in its entirety to read as follows:
5.1 INTEREST CALCULATION. Interest on all Loans shall be
calculated as follows with the interest rate being converted to a daily
rate on the basis of a year consisting of 360 days and applied based on
the actual number of days the Advance is outstanding:
5.1.1 BASE RATE OPTION. Unless Borrower requests and
receives a Fixed Rate Loan pursuant to Subsection 5.1.2 hereof, and
except as provided in Subsection 5.1.2 hereof with respect to a Fixed
Rate Loan upon the expiration of the Fixed Rate Period therefore, the
outstanding principal balance under the Notes shall bear interest at
the Base Rate (each a "BASE RATE LOAN").
5.1.2 FIXED RATE OPTION. From time to time, and so long as
no Event of Default has occurred and is continuing, at the request of
Borrower included in a Advance Request, all or any part of the
outstanding principal balance under the Notes may bear interest at the
Fixed Rate (each a "FIXED RATE LOAN"); provided that Borrower may have
no more than three (3) Fixed Rate Loans outstanding at any time. To
effect this option, the Advance Request must specify (a) the principal
amount that is to bear interest at the Fixed Rate, which must be a
minimum of $1,000,000.00, and (b) the period selected by Borrower
during which the Fixed Rate is to be applied ("FIXED RATE PERIOD"),
which may be any period of one, two, three, or six months, provided
that Fixed Rate Periods which begin prior to the Maturity Date must
mature on or prior to the Maturity Date. In addition, for the purposes
of determining a Fixed Rate Period, a month means a period starting on
one day in a calendar month and ending on a numerically corresponding
day in the next calendar month; provided that if there is no
numerically corresponding day in the month in which a Fixed Rate Period
is to end, or if a Fixed Rate Period begins on the last day of a
calendar month, then such Fixed Rate Period shall end on the last
Business Day of the calendar month in which such Fixed Rate Period is
to end. Borrower may convert any Base Rate Loan to a Fixed Rate Loan,
or continue a Fixed Rate Loan, by making a written request therefore
("FIXED REQUEST") to the Agent by facsimile, specifying (y) the
principal amount that is to bear interest at the Fixed Rate, which must
be a minimum of $1,000,000.00, and (z) the Fixed Rate Period selected
by Borrower during which the Fixed Rate is to be applied. The Agent
shall incur no liability in acting upon a request which it believed in
good faith had been made by a properly authorized officer of Borrower.
Following the expiration of the Fixed Rate Period for any Fixed Rate
Loan, interest shall automatically accrue at the Fixed Rate (based on a
Fixed Rate Period of three months) unless Borrower (i) requests and
receives another Fixed Rate Loan as provided in this Subsection or (ii)
makes a written request to Agent to have such Fixed Rate Loan bear
interest at the Base Rate.
6
1.17 Section 5.4 is amended in its entirety to read as follows:
5.4 INTEREST RATE PROTECTION; LIMITATION. Subject to the
limitations set forth in the last sentence of this Section, Borrower
will execute an interest rate swap agreement with CoBank, in a form
substantially similar to Exhibit 5.4 hereto ("SWAP AGREEMENT"), to
mitigate the interest rate risk on 100% of the outstanding amount of
each Advance for a period from the Advance Date therefore to arid
including the Maturity Date. Amounts owing to CoBank under the Swap
Agreement will not affect the Syndication Share or Maximum Syndication
Amount of any Syndication Party, but will be considered indebtedness
owing under the Loan and this Credit Agreement for all other purposes,
and will be secured by an equal priority lien on the Collateral. In no
event may the aggregate notional principal amount under all such Swap
Agreements exceed at any time one hundred and five percent (105.0%) of
the outstanding principal balance then owing under the Loan.
1.18 Section 6.2 is amended in its entirety to read as follows:
6.2 PRINCIPAL PAYMENTS. Principal shall be payable on the
dates (or on the next succeeding Business Day in the event the date
specified is not a Business Day) and in the amounts as follows:
PAYMENT DATE PAYMENT AMOUNT
- ---------------- -------------------
October 1, 2002 $ 225,367
January 1, 2003 $ 229,798
April 1, 2003 $ 234,420
July 1, 2003 $ 239,236
October 1, 2003 $ 243,859
January 1, 2004 $ 248,867
April 1, 2004 $ 253,876
July 1, 2004 $ 258,883
October 1, 2004 $ 264,084
January 1, 2005 $6,943,624, or the
principal amount
outstanding, if less
1.19 Section 6.3 is amended in its entirety to read as follows:
6.3 INTEREST PAYMENTS. Interest shall be payable as
follows: (a) interest on Base Rate Loans shall be payable monthly in
arrears on the twentieth day of the following month; (b) interest on
Fixed Rate Loans shall be payable in arrears on the last day of the
Fixed Rate Period therefore unless the Fixed Rate Period is longer than
three (3) months, in which case interest shall also be payable every
three (3) months from the
7
date of the relevant Advance; and (c) interest on all Loans then
accrued and unpaid shall be payable on the Maturity Date.
1.20 Section 6.4 is amended in its entirety to read as follows:
6.4 APPLICATION OF PAYMENTS. All payments of principal
shall be applied to first to Base Rate Loans and then to Fixed Rate
Loans. Prepayments of principal shall be applied to regularly scheduled
installments in reverse order of their due date. Upon the occurrence
and during the continuance of an Event of Default or Potential Default,
Borrower hereby agrees that all amounts paid to Agent, including
prepayments, shall be applied, as Agent in its sole discretion shall
determine, to fees, interest, or principal indebtedness under the Notes
(in such order of maturity as Agent shall select), or to any other Bank
Debt.
1.21 Section 12.19 is amended in its entirety to read as follows:
12.19 FINANCIAL COVENANTS: Borrower shall maintain the
following financial covenants to be tested on a quarterly basis:
12.19.1 MINIMUM WORKING CAPITAL. Borrower's Working
Capital shall be no less than $2,300,000.00, measured as of
the last day of each Fiscal Quarter.
12.19.2 DEBT SERVICE COVERAGE. Borrower shall
maintain a Debt Service Coverage Ratio of not less than
1.1:1.0, measured as of the last day of each Fiscal Quarter;
provided that compliance with this Subsection shall not be
required with respect to any such date if on such date (i)
Borrower's Working Capital is in excess of the greater of (A)
an amount equal to one-half of the then current Aggregate
Commitment, or (B) $4,000,000.00, and (ii) National Beef is in
compliance with each of the covenants contained in Sections
9.1 through 9.13, and 10.1 through 10.19, as contained in the
National Beef Credit Agreement as of April 15, 2002.
12.19.3 NET WORTH. Borrower shall maintain Net Worth
of not less than $70,000,000.
1.22 A new Section 5.5 is added to read as follows:
5.5 BASE RATE MARGIN; FIXED RATE MARGIN. The Base Rate
Margin and the Fixed Rate Margin shall be determined pursuant to the
table below (expressed in basis points) based on the National Beef
Leverage Ratio, as of the end of each fiscal year of National Beef,
with such Margins effective as of the fifth Business Day after Agent's
receipt of a certificate executed by Borrower's chief financial officer
setting forth the National Beef Leverage Ratio for such fiscal year and
including the detailed calculation thereof and a copy of the audited
financial statement of National Beef ("NATIONAL BEEF LEVERAGE RATIO
CERTIFICATE") (and it being expressly understood that the Fixed Rate
Margin once set for a Fixed Rate Loan will not change during the Fixed
Rate Period therefore based upon a subsequent change in the National
Beef Leverage Ratio), except
8
that (a) for the period up to the end of National Beef's current fiscal
year and Agent's receipt of the National Beef Leverage Ratio
Certificate with respect to such fiscal year, the Fixed Rate Margin
until shall be 225 basis points and the Base Rate Margin shall be 0.0
basis points; and (b) if the National Beef Leverage Ratio Certificate
is not received by Agent within one hundred twenty (120) days after the
end of National Beef's fiscal year, the Fixed Rate Margin and the Base
Rate Margin for the period commencing on the first Business Day after
such date will each be based on a National Beef Leverage Ratio of 2.75
continuing until the fifth Business Day after such time as Borrower
delivers the National Beef Leverage Ratio Certificate to Agent, after
which time the Fixed Rate Margin and the Base Rate Margin will be based
on such National Beef Leverage Ratio Certificate:
NATIONAL BEEF
LEVERAGE RATIO FIXED RATE MARGIN BASE RATE MARGIN
- -------------- ----------------- ----------------
> or = 2.75 275.0 basis points 50.0 basis points
> or = 2.25 < 2.75 250.0 basis points 25.0 basis points
> or = 1.75 < 2.25 225.0 basis points 0 basis points
> or = 1.25 < 1.75 200.0 basis points 0 basis points
< 1.25 175.0 basis points 0 basis points
1.23 Exhibit 5.4 is replaced in its entirety by the Exhibit 5.4
attached hereto.
2. CONDITIONS TO EFFECTIVENESS OF THIS THIRD AMENDMENT. The effectiveness
of this Third Amendment is subject to satisfaction, in Agent's sole discretion,
of each of the following conditions precedent:
2.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Borrower shall be true and correct in all material respects on and
as of the Effective Date as though made on and as of such date.
2.2 NO EVENT OF DEFAULT. No Event of Default shall have occurred
and be continuing under the Credit Agreement as of the Effective Date of this
Third Amendment.
2.3 AMENDMENT FEE AND COSTS AND EXPENSES. Borrower shall have paid
to Agent an amendment fee in the amount of $2,500.00, and shall have reimbursed
Agent for all of its costs and expenses incurred in connection with this Third
Amendment, including attorney's fees to Agent's counsel.
3. GENERAL PROVISIONS.
3.1 NO OTHER MODIFICATIONS. The Credit Agreement, as expressly
modified herein, shall continue in full force and effect and be binding upon the
parties thereto.
9
3.2 EXISTING FIXED RATE LOAN. As of the Effective Date, Borrower
has $8,099,286 of indebtedness under the Credit Agreement outstanding with
CoBank under a 3.11% Fixed Rate Loan that matures October 1, 2002.
3.3 SUCCESSORS AND ASSIGNS. This Third Amendment shall be binding
upon and inure to the benefit of Borrower and Agent, and their respective
successors and assigns, except that Borrower may not assign or transfer its
rights or obligations hereunder.
3.4 DEFINITIONS. Capitalized terms used, but not defined, in this
Third Amendment shall have the meaning set forth in the Credit Agreement.
3.5 SEVERABILITY. Should any provision of this Third Amendment be
deemed unlawful or unenforceable, said provision shall be deemed several and
apart from all other provisions of this Third Amendment and all remaining
provisions of this Third Amendment shall be fully enforceable.
3.6 GOVERNING LAW. To the extent not governed by federal law, this
Third Amendment and the rights and obligations of the parties hereto shall be
governed by, interpreted and enforced in accordance with the laws of the State
of Colorado.
3.7 HEADINGS. The captions or headings in this Third Amendment are
for convenience only and in no way define, limit or describe the scope or intent
of any provision of this Third Amendment.
3.8 COUNTERPARTS. This Third Amendment may be executed by the
parties hereto in separate counterparts, each of which, when so executed and
delivered, shall be an original, but all such counterparts shall together
constitute one and the same instrument. Each counterpart may consist of a number
of copies hereof; each signed by less than all, but together signed by all, of
the parties hereto. Telefax copies of documents or signature pages bearing
original signatures, and executed documents or signature pages delivered by
telefax, shall, in each such instance, be deemed to be, and shall constitute and
be treated as, an original signed document or counterpart, as applicable.
[SIGNATURES FOLLOW ON NEXT PAGE]
10
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be executed as of the Effective Date.
BORROWER:
U.S. PREMIUM BEEF, LTD., a marketing
cooperative formed under the laws of the
State of Kansas
By: /s/ Steven D. Hunt
-----------------------------
Name: Steven D. Hunt
Title: Chief Executive Officer
AGENT:
COBANK, ACB
By: /s/ Kenneth L. Warlick
-------------------------------
Name: Kenneth L. Warlick
Title: Vice President
SYNDICATION PARTY:
COBANK, ACB
By: /s/ Kenneth L. Warlick
-------------------------------
Name: Kenneth L. Warlick
Title: Vice President