EXHIBIT A
DEFINITIONS AND RULES OF INTERPRETATION
SECTION 1.01 _— Definitions. As used in the Agreement, any amendment thereto, or in
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 owns or
holds five percent (5%) or more of any class of voting stock of, or other interests in, the Company; or
(3) five percent (5%) or more of the voting stock of, or other interest in, which is directly or
indirectly beneficially owned or held by the Company. The term “control” means the possession,
directly or indirectly, of the power to direct or cause 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 day 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 capitalized on the books of the lessee in
accordance with GAAP.
CoBank shal! mean CoBank, ACB and its successors and assigns.
CoBank Base Rate shall mean the rate of interest established by CoBank from time to time
as its CoBank Base Rate, which rate is intended to be a reference rate and not its lowest rate. The
CoBank Base Rate shall change on the date established by CoBank as the effective date of each such
change.
Company shall have the meaning set forth in the introductory paragraph of the Agreement.
Consent and Agreement shal! have the meaning set forth in Section 3.01(C) hereof.
Deht Service Coverage Ratio shall mean the ratio of: (1) net income (after 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 and/or joint ventures; to (2) all principal payments due within the period on
all Long-Term Debt plus interest expense (all as calculated on a consolidated basis for the applicable
fiscal year in accordance with GAAP consistently applied or the appropriate standards of the
regulatory agency having jurisdiction over the Company.
Default shall 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 other condition).
