EXHIBIT 10(e)
MLA No. 076B
AMENDMENT
THIS AMENDMENT ("Amendment") is entered into as of July 31, 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(C) of the MLA is hereby amended to add the following at the end
after the period:
Subject to 9(G) below, in no case shall the Company transfer, lease, or
otherwise dispose of any of its assets to Agway Inc. except with the written
consent of CoBank.
2. Section 9(G) of the MLA is hereby amended and restated in its entirety to
read as follows:
(G) TRANSACTIONS WITH AFFILIATES. Invest in Agway Inc. or its 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 Inc. or its
subsidiaries, provided, however, that notwithstanding the foregoing, the Company
may make short-term loans of funds not to exceed $3,000,000 in the aggregate at
any one time outstanding to Agway Inc. or its subsidiaries. As of the date
hereof, the Company's outstanding leases with Agway do not exceed
$20,236,398.00. As used in this Section 9(G), the term "subsidiaries" shall not
mean any subsidiaries of the Company.
3. Section 10 of the MLA is hereby amended to add the following subsections:
(D) LEASE RESERVE. The Company will have at the end of each fiscal quarter
a minimum lease reserve to total leases of at least 4.5%. As used in this
Section 10(D), total leases shall mean only those leases in the Company's
"managed portfolio" (which excludes leases in process).
(E) DELINQUENCY. At the end of each fiscal quarter the Company's maximum
total delinquent plus nonaccrual leases to total lease shall not exceed 5%.
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/Xxxxx X. Xxxxx By: /s/Xxxxxxxx X. Xxxxx
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Title: Vice President Title: Treasurer
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