Agenda

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.

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.

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

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]

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.

{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

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 8,03. Covenants. The Company should fail to perform or comply with any
covenant set forth in Articte 5 hereof (other than Sections 5.01, 5.06(F} and 5.10} and such failure
continues for 30 days after written notice thereof shail have been delivered to the Company by CoBank.

SECTION 6.08. Prepayment. While any Default or Event of Default shall have occurred
and be continuing, prepay, directly or indirectly, any debt {other than debt 1o CoBank).

(G} Easements, rights-of-way, restrictions, and other similar encumbrances which, in
the aggregate, do not materially interfere with the occupation, use, and enjoyment by the Company of the
property or assets encumbered thereby in the normal course of its business or materially impair the value
of the property subject thercto

(H) Purchase money Liens on trucks and other rolling stock and the proceeds thereot
to secure debt permitted under Section 6.02E) hereof.