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ENVIRONMENTAL ANALYSTS

317 Elm Street, Milford, NH 03055 «97251 ssiesa:hensenetan.om
CV - JAMIE FITZGERALD, LABORATORY DIRECTOR

Professional experience: PhD was awarded in 1994 followed by 11 years of postdoctoral training in the
US at the University of California at San Francisco and Australia in a wide range of topics in human
biology. Ran an academic biochemistry laboratory for the past 14 years (2006-2020) with a focus on
musculoskeletal biochemistry and molecular biology. This experience includes establishing a molecular
core facility providing biochemical and molecular solutions for researchers at Henry Ford Hospital in
Detroit.

Mastered a wide range of biochemical and molecular techniques, most of which are based on principals of
organic and inorganic chemistry. Trained and supervised >20 graduate and post-graduate students,
medical students and residents, post-doctoral researchers and research technicians in biochemical and
molecular techniques. Published >40 peer-reviewed technical papers, book chapters and systematic
subject reviews on a wide range of topics. Experience with protein biochemistry, affinity chromatography,
DNA cloning and propagation using bacterial cultures, spectrophotometry, DNA/RNA/protein analyses,
COVID testing, quantitative PCR, sample prep for high resolution proteomics mass spectroscopy,
ultracentrifugation, genomic analyses.

Education:
1990-1994 Ph.D. University of Melbourne / Murdoch Childrens’ Research Institute, Melbourne, Australia
1986-1989 B.S. (Honors, 1st class) University of Melbourne, Australia

Employment and training:
Director, Bone and Joint Center CRISPR Core
Jun 2016 — September 2020

e Established a genome editing, fee-for-service for internal and external clients.

e Public face of the core, liaise with researchers, develop editing strategies, write service
agreements, in time delivery of custom construct and cell line generation for knock-in and knock-out
gene applications

e Developed an in-house, flexible and programmable plasmid-based genome editing system

Associate Professor, Bone and Joint Center, Henry Ford Hospital
Jan 2014 - 2020

e Lab Director of the Musculoskeletal Genetics unit.

e Conducted research into the biochemical basis of human musculoskeletal disease

e Secured external funding for a variety of cellular and molecular biology and genetic projects
e Oversaw 10 technicians and postdoctoral scientists

Assistant Professor, Orthopedics and Rehabilitation, Oregon Health and Science University
Jan 2006-Dec 2013

e Managed independent laboratory including budgetary oversight, personnel management and
fulfillment of regulatory requirements

e Described three novel collagen VI protein

e Identified the etiology of several of musculoskeletal disorders

e Commission a whole genome sequencing effort to identify the gene for bilateral clubfoot

e Conducted first studies into the effects of microgravity on cartilage.

OQhem erve

ENVIRONMENTAL
317 Elm Street, Milford, NH 03055 (603) 673-5440 sales@chemservelab.com

Postdoctoral Researcher
1997-2005 at the Murdoch Childrens Research Institute, Melbourne, Australia
e Conducted biochemical and molecular research into musculoskeletal disorders
e Discovered the genes/proteins for collagen XXI and WARP
e 1994-1996 at University of California at San Francisco in two labs (Depts Anesthesia/Medicine)
e Conducted neuronal nicotinic receptor research (Anesthesia) and microgravity studies (Medicine)

MANAGEMENT EXPERIENCE:

14 years running a molecular, cellular and biochemical laboratory
e Significant experience developing biochemical and molecular methods and protocols
e Fulfillment of regulatory requirements for hazardous waste, OHSA, IRB, IACUC, recombinant DNA
e Budget management
e 10 grants awarded and administered
e Secured 4 million in research support from external sources
e Excellent communication skills.
e 40+ primary papers, reviews and book chapters published
e >50 invited talks and lectures
e Extensive supervisory experience including technical staff, students, post-doctoral researchers and
medical residents

TECHNICAL SKILLS: First-hand experience in all the basic biochemical, cellular and molecular methods
over the past 30 years including:

e Nucleic acid: GPCR, RT-PCR, DNA and RNA extraction, plasmid purification, gene editing using
CRISPR, genotyping, ultracentrifugation, DNA gel analysis, COVID testing using qPCR

e Protein: immunoblotting and protein gel analysis (LiCore system), immunohistochemistry,
immunofluorescence, ELISA, zymography, protein and His-tag chromatography, protein purification

e Cell culture: bacterial, yeast, mammalian, plasmid transfections, lentiviral and baculovirus
transductions

e Biochemical: Affinity chromatography-FPLC, proteomic analyses, immunohistochemistry and
immunoblotting, UV/VIS spectrophotometry

SECTION 8.11. Changes in Ownership. The Company shall cease fo be owned 100% by
the Guarantor or 50°» or more of the voting stock in the Guarantor should be acquired by a Person or a
Pecson and one or more Affiliates of thal Person,

SECTION 8.22. Guaranty, Ete. The Guaranty shall, at any time, cease to be in full
force and effect, or shall be revoked or declared null and void, or the validity or enforceability thereof
shall be contested by the Guarantor, or the Guarantor shall deny any further liability or obligation
thereunder, or shall fail to perform its obligations thereunder, or any representation or warranty set forth
therein shall be breached, or the Guarantor shall breach or be in default under the terms of any other
agreement with Col3ank (including any loan agrcement or security agreement), or an Event of Default of
the type set forth in Sections 8.06 through 8.10 hereof shail occur with respect to the Guarantor.

SECTION 8.13, PWW. The Consent and Agreement shall, at any time, cease to be in full
force and effect, or shall be revoked or declared null and void, or the validity or enforceability thereof
shall be contested by PWW, or PWW' shall deny any further liability or obligation thereunder, or shail
fail to perform its obligations thereunder, or an Event of Default of the tvpe set forth in Sections 8 06,
8.07, 8.08, 8.09(A), or 8.10 hereof shail occur with respect to PW'W, or an Event of Default of the type
referred to in Sections 8.09(B) or 8.11 shall occur with respect lo PWW and, in CoBank’s sole discretion,
such event eould have a material adverse effect on the condition, financial or otherwise, operations,
business Or properties of the Company or in its abiliry to conduct is business or perform its obligations
hereunder, under any security instrument or document, or under any other Loan Document.

ARTICLE 9
REMEDIES UPON DEFAULT

SECTION 9.01. Remedies. Upon the occurrence and during the continuance of a Default or
Event of Default, CoBank shall have no obligation to make any loan to the Company and may
discontinue doing $0 at any time without prior notice. In addition, upon the occurrence and during the
continuance of an Event of Default, CoBank may, upon notice to the Company:

{A} Termination aad Acceleration. Terminate any commitment and declare the
unpaid principal balance of the loans, all accrued interest thereon, and all other amounts payable under
this Agreement, the Promissory Notes and Supplements, and all other |.oan Documents to be
immediately due and payable; provided, however, that upon the occurrence of an Event of Default under
Section 8.08(F), any commitments shall automaticaily be terminated and all such amounts shall
automatically become due and payable. Upon such a declaration (or automatically, as provided above),
the unpaid principal balance of the loans and all such other amounts shal] become immediately due and
payable, without protest, presentment, demand, or further notice of any kind, all of which ace hereby
expressly waived by the Company.

(B) Enforcement. Proceed to protect, exercise, and enforce such rights and
remedies as may be provided by this Agreement, any other Loan Document, or under Law. !ach and
every one of such rights and remedies shall be cumulative and may be exercised from time to time, and
no failure on the part of CoBank to exercise, and no delay in exercising, any right or remedy shall operate
as a waiver thereof, and no single or partial exercise of any right or remedy shal! preclude any future or
other exercise thereof, or the exercise of any other right. Without limiting the foregoing, CoBank may
hold and‘or sct off and apply against the Company's obligations to CoBank the proceeds of any equity in
CoBank and any balances held in any account maintained at CoBank (whether or not such balances are

then due).

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{C) Application of Funds. Apply all payments received by it to the Company’s
obligations ts CoBank in such order and manner as CoBank may elect in its sole discretion

In addition to the rights and remedies set forth above and notwithstanding the terms of any Promissory
Note and Supplement, upon the occurrence and during the continuance of an Event of Default. the unpaid
principal balance of the loans and, to the extent permitted by Law, overdue interest, fees and other
charges, shail, at CoBank’'s option in each instance ¢and automatically following an acceleration), accrue
interest at the Default Rate.

ARTICLE 10
MISCELLANEOUS

SECTION 10.01. Broken Funding Surcharge. Netwithstanding the terms of any Promissory
Sole and Supplement, the Company agrees to: (A) give CoBank not fess than three (3) Business Days’
priov notice in the event it desires to repay any juan balance bearing interest at a fixed rate prior to the
last day of the fixed rate period; and (RB) pay to CoBank a broken funding surcharge in the amount set
forth below in the event the Company (1) repays any fixed rate balance prior to the last day of its fixed
rate period (whether such payment is made voluntarily, as a resuli of an acceleration, or otherwise);
(2) converts any Fixed rate balance to another fixed rate or to a variable rate prior to the Jast day of the
fixed rate period applicable to such balance, or (3) fails to borrow any fixed rate baiance on the date
scheduled therefor. The surcharge shall be in an amount equal ia the greater of (i) the sum of the present
value of: (a) any funding losses imputed by CoBank to have been incurred as a result of such payment,
conversion or failure: plus (b) a per annum yield of A of 1% of the amount repaid, conyerted or not
dorrowed for the pertud such amount was scheduled to have been outstanding at such fixed rate, or (ii)
$300.00. Such surcharye shall be determined and calculated in accordance with methudolegy established
by CoBank, a copy of which will be made available npon request. Notwithstanding the foregoing, in the
event of a conflict between the provisions of this stibsection and of the broken funding charge section of
a forward fix agreement between CoBank and the Company, the provisions of che forward fix agreement
shall contral.

SECTION 10.02. Complete Agreement, Amendments, Etc. The Loan Documents are
intended by the parties to be a complete and final expression of their agreement. NO AMENDMENT,
MODIVICATION, OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS, AND NO CONSENT TO ANY DBELPARTURE BY THE COMPANY
HEREFROM OR THEREFROM, SHALL BL EFFECTIVE UNLESS APPROVED BY COBANK AND
CONTAINED IN A WRITING SIGNED BY OR ON BEHALF OF COBANK, AND THEN SUCH
WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE SPECIFIC PURPOSE FOR WHICEF GIVEN. In the event this Agreement is amended or restated,
gach such amendment or restatement shall be applicab’e lo all Promissory Notes and Supplements hereto.
Each Promissory Note and Supplement shall be deemed to incorporate ali of the terms and conditions of
this Agreement ag if filly set forth therein, Without limiting the foregoing, any capitalized term wtlized
in any Promissory Note and Supplement (or in ans amendment to this Agreement or Promissory Note and
Supplement} and not othervise defined in the Promissory Note and Supplement (or amendment) shali
have the meaning set forth herein.

SECTION 10.03. Applicable Law, Jurisdiction. Except to the extent governed by applicable
federal Law, the Laws of the State of Colorado, without reference to choice of law doctrine, shall govern:
(A} this Agreemen: and each Promissory Note and Supplement, (B) afl disputes and matters between the
parties to this Agreement; and (C)} the rights obligations of the parties to this Agreement. The parties

IS

agree to submit to the non-exclusive jurisdiction of any federal or state court sitting in Colorado for any
action or proceeding arising out of or relating to this Agreement or any other Loan Document. The
Company hereby waives any objection that it may have tc any such action or proceeding on the basis of
forum non-conveniens.

SECTION £0.04, Notices. All notices hereunder shall be in writing and shall be deemed to
have been duly given upon delivery if personally delivered or sent by overnight mail or by facsimile or
similar transmission, or three (3) days after mailing if sent by express, certified or registered mail, to the
parties at the following addresses (ar such other address as either party may specify by like noticc):

If te CoBank, as fetlows: tf ta the Company, a5 follows:
CoBank, ACB Pennichuck East Utility, Ine,

5500 South Quebec Street 25 Manchester Street

Greenwood Village, Colorado 80111 Vierimack, New Hampshire 03054
Facsimile: (303) 740-4002 Facsimile: (603) 913-2305
Attention: Energy & Water Group Attention: President

SECTION £0.05. Casts, Expenses, and Taxes. To the extent allowed by Law, the Company
agrees to pay all reasonable out-of-pocket costs and expenses (including the fees and expenses of counsel
retamed by CoBank) incurred by CoBank in connection with the origination, administration,
interpretation, collection, and enforcement of this Agreement and the other Loan Documents, including,
without limitation, all costs and expenses incurred in perfecting, maintaining, determining the priorin of,
and releasing any security for the Company's obligations to CoBank, all title insurance premiums and
other charges, and any stamp, intangible, transfer or like tax incurred in connection with this Agreement
or any other Loan Document or the recording hercof or thereof.

SECTIGN 10.06. Effectiveness and Severability. This Agrecment shall continuc in effect
until: (A) all indebtedness and obligations of the Company under this Agreement and the other Loan
Documents shall have been paid or satisfied: (B) CoBank has no commitment to extend credit to or for
the account of the Company under any Promissory Note and Supplement; (C} al! Promissory; Notes and
Supplements shall have been terminated, and (D) cither party sends written notice to the other party
terminating this Agreement, Any provision of this Agreement or any other Loan Document which is
prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or thereof.

SECTION 10.07, Other Types of Credit. From time to time, CoBank may issue detters of
credit or extend other types of credit to or for the account of the Company. In the event the parties desire
to do so under the terms of this Agreement, then the agreement of the parties with respect thereto may be
set forth in a Promissory Note and Supplement to this Agreement and this Agrcement shal! be applicable
thereto as ifsuch letters of eredit or ather types of credit were loans.

SECTION 10.08. fademnification, The Company agrees to indemnify, defend and hold
harmless CoBank, its participants, and its and their respective officers, directors, shareholders,
employees, and agents (coliectively, the “Indemnitees”)} from and against any and all claims, obligations,
liabilities, losses, damages, injuries (to persons or property}, penalties, actions, suits, judgments, costs
and expenses (inclding reasonable atiorney’s fees} of whatever kind or nature, whether or not well
founded, meritorious or unmeritcrious, which are demanded, asserted or claimed against any such
Indemnitee in any way relating to, or arising out of. or in connection with this Agreernent or the other
Loan Documents, including. (A) all claims arising in connection with the release, presence, removal, and

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disposa! of all Hazardous Materials located on any property of the Company; (B) any claims, suits, or
liabilities against the Company; and (C) the failure to pay any taxes as and when due. The foregoing
indemnities shail not apply with respect to an Indemnitee to the extent arising as a result of the gross
negligence or willful misconduct of such Indemnitee, The indemnification provided for hereunder shal]
survive the termination of this Agreement.

SECTION 10.09. fintentionaliy Omitted]

SECTION 10.10. Patriot Act Notice. CoBank hereby notifies the Company that pursuant to
the requirements of the USA Patriot Act, Title IH of Pub. L. 107-56 (signed into law October 26, 2001)
{the “Patriot Act”), it and its affiliates are required to obtain, verify and record information that identifies
the Company, which information includes the name, address, tax identification number and other
information regarding the Company that will allow CoBank to identify the Company tn accordance with
the Patriot Act. This notice is given in accordance with the reyuirements of the Patriot Act and is
effective fer CoBank and its affiliates.

SECTION 10.11. Counterparts; Electronic Delivery. Counterparts. This Agreement
may be executed in any number of counterparts and by different parties to this Agreement in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the samc Agreement. In addition, if agreeable ta CoBank, signature
pazes may be delivered by facsimile.

SECTION 19.12. Successors and Assigns. This Agreement and the other Loan
Documents shall be binding upon and inure to the benefit of the Company and CoBank and their
respective successors and assigns, eacept that the Company may not assign or transfer its rights or
obligations under this Agreement or the other Loan Documents without the prior written consent of
CoBank. CoBank may sel: or assign its rights and obligations hereunder and under the other Loan
Documents or may sell participations in its rights and obligations hereunder and under the Loan
Documents fo any Person, and, in connection therewith, disclase financial and other information on the
Company and its Affiliates. Patronage distributions in the event of a sale shall be governed by CoBank’s
bylaws and capital plan (as each may be amended from time to time). A sale of a participation interest
may include certain voting rights of the participants regarding the laans hereunder (including without
limitation the administration, servicing and enforcement thereof). CoBank agrees to give written
notification to the Company of any sale hereunder.

SECTION 10,13, Headings. Captions and headings used in this Agreement are for reference
atid convenience of the parties only, and shall not constitute a part of this Agreement.

IN WITNESS WEHEREOF, the parties have caused this Agrcement to be executed by their duly

authorized officers as of the date shown above,

CoBANK, ACB) cei PENNICHUCK EAST UTILITY, INC,

foe mee
Bs am ff € By: ln A eA

Title: _ ; —_ atti _ Title: esidut- Reach Uelchas

EXHIBIT A
DEFINITIONS AND RULES OF INTERPRETATION

SECTION LOL Definitions. As used in the Agreement, any amendment thereto, ce im
any Promissory Note and Supplement, the following terms shall have the following meanings

Affiliate shall mean any Person: (1) which directly or indirectly controls, or is controlled by,
or is under common control with, the Company; (2) which directly or indirectly beneficially cwns or
hoids five percent (5%) or more of airy class of voting stock of, or other interests in, the Company; or
(3) Ave percent (5%) or more of the voting stock of, or other interest in, which is directly or
indirectly heneficially owned or heid by the Company [he tern “control” means the possession.
directly or indirectly, of the power to direct ar cauoe the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or otherwise.

Agreement shall mean this Master Loan Agreement

Business Day means any dav other than a Saturday, Sunday, or other day on which CoBank
or any of the Federal Reserve Banks are closed for business.

Capital Lease shall mean a lease which should be capitatized oa the books ef the lessee in
acecrdance with GAAP,

CoBank shall mean CoBank. ACB and its successors and assigns

CoBank Base Kate shall mean the rate of interest established by CoBank [ram time to ime
as its CoBank Base Rate, which rate is intended to be a reference rate and not its lawest rate. The
CoBank Base Rate shall change on the date established by CoBank as the effective date of each such
change.

Company shali have lhe meaning set forth in the introductory paragraph of the Agreement.
Consent and Agreement sha‘l have the meaning set forth in Section 3.01(C) hereet.

Debt Service Coverage Ratio shail mean the ratio of: (1} net income iafter taxes and after
eliminating any gain or loss on sale of assets or other extraordinary gain or loss) plus depreciation
expense, amortization expense, and interest expense, minus non-cash patronage, and non-cash
income from subsidiaries andor joint ventures; to (2) ail principal payments due within the periad on
ali Long-Term Debt plus interest expense ¢all as calculated on a consolidated basis for the applicable
fiscal year in accordance with GAAP consistenily applied or the appropriate standards af the
regulator, agency having jurisdiction over the Company.

Default shail mean the occurrence of any event which with the giving of notice or the
passage of time or the occurrence of any other condition would become an Event of Default under
the Agreement, including the occurrence of an event giving rise to the right to accelerate any
indebtedness referred to in Section 8.06 of the Agreement (whether or not such right is conditioned
upon the giving of notice and/or the passage of time and/or the occurrence of any cther condition).

Default Rate shall mean: (|) in the case of principal, 4% per annum in excess of the rate(s)
that would atherwise be in effect an the leans under the Promissory Noles aad Supplements; and (2)
in the case of overdue interest, fees and other charges, 4% per annum in excess of the CaBank Base
Rate, as in effect from time to time.

Distribution shail mean the paymeat of any dividend or distribution of any kind to its
shareholders or other owners, whether in cash, assets, obligations or otherwise, and whether paid
directly or indirectly, such as by a reduction in or a rebate of rates or the purchase or redemption of
any equity or other securities or interests in the Company, or the purchase of any assets or services
for a price that exceeds the fair market vaiue thereof.

Dollars and the sign “S$” shai} mean lawful money of the United States of America.

Enforcement Action shall mean a formal judicial or admin:strative proceeding [led by any
govemmenia: authority to enforce any Law.

ERISA shal’ mean the Employee Retirement Income Security Act of 1974, as amended trom
time to time, and the regulations and published interpretations thereof.

ERISA Plans shall have the meaning set forth in Section 4.10 of the Agreement.

Event of Default shall mean any of the events specified in Article 8 of the Agreement and
any event specified in any Promissory Note and Supplement or other Loan Document as an Event of
Default,

Financial Statements sha. mean: {1} in the case of the initial Promissory “sxtefs) and
Supplement(s) to the Agrecment, the financial statements furnished to CoBank in connection with
the initial Promissery Note(s} and Supplement(s); and (2) in the case of each other Promissory Nate
and Supplement to the Agreement, the most recent annua! financial statements furnisned to CoBank
pursuant to Sections 5.06(4) of the Agreement

GAAP shal! mean generally accepted accounting principles in the United States.

Guarantor shail have the meaning set forth in Section 2.04(B) nereof

Guaranty shai} have the meaning set forth in Section 2.04(B) hereof

indemnitees shall have the meaning set Forth in Section 10.08 hereof.

Investments shall have the meaning set forth in Section 6 09 of the Agreement.

Laws shall mean al! laws, rules, regulations, codes, orders and the tike.

Lien shall mean any mortvage, deed of trust, pledge. security interest, hypothecation,
assignment. deposit arrangement, encumbrance, lien (statutory ar other), or preference, priority or

other security agreement or preferential arrangement, charge or encumbrance of any kind or nature
whatsoever (including, without limitation, any conditional sale or other ttle retention agreement),

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Loan Docements shall mean this Agreement, all Promissory Notes and Supplements, and all
instruments or documents relating t: this Agreement or the Promissory Nores and Supplements.
incliding, withour limitation, all applications, certificates, opinions of counscl, mortgages, decds of
ULst, Security agreements, guaranties, interest rate risk management agreements {including the [SDA
2002 Master Agreement and all schedules thereto),and pledge agreements.

Long-Term Debt shall mean for the Company on a consolidated basis the sum of (a} all
indebtedness for borrswed money. (b) obligations which are evidenced by notes, bonds. debentures
or similar instruments, é¢) that portion of obligations with respect to capital leases or other
capitalized agreements that are properly classified as a liability on the balance sheet in conformity
with GAAP or which are treated as operating leases under regulations applicable to them but which
otherwise would be required ta be capitatized under GAAP, and (d} indebtedness or obligations
guarantied by the Company or secured by any Lien on any property of the Company. in each case
having a maturity of move than one year from the date of its creation or having a maturity within sne
year from such date but that is renewable or extendible, at the Company's option, to a date more than
one year from such date or that arises under a revolving credit or similar agreement that ablipates the
jender(s} to extend credit during a period of more than one sear ‘rom such cate, including ail current
matures in respect of such indebtedness whether or not required to be paid within one year from
the date of its creation.

Material Adverse Effect shall ntean a material adverse effect on the condition, financiai or
otherwise, operations, properti@s. margins or business of the Company or any Subsidiary or on the
ability of the Company or an} Subsidiary to perform its obligations under the Laan Documents

Money Pool Agreement shal! mean thai certain Vioney Poc! Agreement dated as of January
1, 2006, among the Guarantor, the Company, P'WW, and other affiliates of the Guarantor.

et Worth shail mean the disference between total assets less total l:abilities {both a,
determined on a consolidated basis in accordance with GAAP consistently applied or the appropriate
standards of the regulatory agency having jurisdiction over the Company).

Person siiai, mican an individual, partnership, limited liabilin company, corporation.
bustness irust, joint stock carmpany, trust, unincorperated associagion, joint venture, governmental!
aathority. or other entily of whalever nature,

Promissory Note and Suppiement shall have the meaning set forth in Section 2.01 of the
Agreement

PW'W shall have the meaning set forth in Section 3.01¢C} hereof.

Subsidiary shali mean, as to the Company, a corporation, partnership, limited liability
company, joint venture, or other Person of which shares of stock or other equity interests having
ordinary voting power to elcet a majority of the board of directors or other managers of such
corporation, partnership. limited fiablhny company, joint venture, or other Person are at the time
owned, or the management of which is otherwise cantrofled. directly or indirect/y, through one or
more intermediaries. or both, by the Company,

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Total Capitalization shall mean Total Debt plus Net Worth, except that in determining
Total Capitalization, contributions in aid of construction, advances for construction, customer
deposits, or similar iterns reducing rate base calculations shall be excluded.

Total Debt shall mean for the Company on a consolidated basis the sum ef the folowing as
of the end of the fiseal year: (a) all indebtedness for borrowed money or for the deferred purchase
price of property or services (other than accounts payable to trade creditors incurred in the ordinary
course of business:, (b) obligations which are evidenced by notes, bonds, debentures or similar
instruments, (c) that portion of obligations with respect to Capital Leases or other capitalized
agreemenis thal are properly classified as a tiability on the balance sheet in conformiry with GAAP
or Which are treated as operating leases under regulations applicable to them but which othervise
wauid be required to be capitalized under GAAP; fd} debt secured by a Lien on any assets of the
Company or its Subsidiaries (whether or not the debt has been assumed); and fe) all obligations
guarantied by the Company er any Subsidiary.

Total Debt fo Capitalization Ratto shall mean a ratio of Total Debt at the end of the fiscal
year. Total Capitalization at the end of the fiscal year,

SECTION 1.02 Rules of Interpretation. Uhe following rules of interpretation shal}
apply to the Agreement, all Promissory Notes and Supplements. and alf amendments to either of the

foregoing’

Accounting Terms. All accounting terms nol specifically defined herein shall be construed
in accardance with GAAP. and all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such princtples.

Number. All terms stated in the singular shal! inckade the plural, and all terms stated in the
plural shall tactude the singular.

Factuding. The term "incittding” shall mean eciuding, but not limued to.

Default. The expression “while any Default or Event of Default shall have occurred and be
continuing” (or like expression) shall be deemed to inclide the perind following any acceleration of
the obligations (unless such acceleration is rescinded}

Permitted Encumbrances. CoBank’s consent te the Carmpany having one or more Liens on
ali or any portion of ils assets. shall not be construed to be an agreement to subordinate its Lien on
those assets to the eatent that such Lien ts not otherwise entitled to priority under Law.