EXHIBIT 10(n)
AMENDMENT
THIS AMENDMENT ("Amendment") is entered into as of September 27, 2002,
between COBANK, ACB ("CoBank") and TELMARK LLC, (the "Company").
BACKGROUND
CoBank and the Company are parties to an Amended and Restated Master
Loan Agreement dated March 14, 2001 (such agreement, as previously amended, is
hereinafter referred to as the "MLA"). CoBank and the Company now desire to
amend the MLA. For that reason, and for valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), CoBank and the Company agree as
follows:
1. Section 9(G) of the MLA is hereby amended and restated in its entirety to
read as follows:
(G) TRANSACTIONS WITH AFFILIATES. Invest in its parent company, Agway
Inc. ("Agway"), or any Agway subsidiaries whether by lease, loan of funds,
purchase of equity, or otherwise. In addition, the Company shall not, except
with the written consent of CoBank, enter into any additional loan or lease
transactions, or enter into any extensions or modifications of terms on any
existing loans or leases, with Agway or any Agway subsidiaries, provided,
however, that notwithstanding the foregoing, the Company may reimburse Agway for
reasonable intercompany expenses that arise in the ordinary course of business
between the Company and Agway. As of the date hereof, the Company's outstanding
leases with Agway do not exceed $16,325,676.57. As used in this Section 9(G),
the term "subsidiaries" shall not mean any subsidiaries of the Company.
(E) DELINQUENCY. At the end of each fiscal quarter the Company's
maximum total delinquent plus nonaccrual leases to total leases shall not exceed
5%, provided, however, that leases to Agway ("Agway Leases") will be excluded
from such calculation. The exclusion of Agway Leases will only apply provided
that all payments on Agway Leases are current.
Except as expressly provided by this Amendment, the terms and
provisions of the MLA and the other Loan Documents are hereby ratified and
confirmed and shall continue in full force and effect. By agreeing to this
Amendment as acknowledged below, the Company hereby certifies and warrants to
CoBank that after giving effect to the amendments effected hereby, each of the
representations and warranties contained in the MLA and in the other Loan
Documents are true and correct as of the effective date of this Amendment, and
shall be true at the time of each loan or advance, including that no Default or
Event of Default exists, with the same effect as though made on such effective
date or, as applicable, at the time of each loan or advance (except to the
extent any such representation or warranty is expressly stated to have been made
as of a specific date, in which case such representations or warranty shall be
true and correct as of such specified date).
IN WITNESS WHEREOF, the parties have caused this amendment to be
executed by their duly authorized officers as of the date shown above.
COBANK, ACB TELMARK LLC
By: /s/Xxxx Xxxxxxx By: /s/Xxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Xxxx Xxxxxxx Xxxxxx X. Xxxxxxx
Assistant Vice President President
