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).
