CHAR1\1841012v6 CREDIT AGREEMENT BETWEEN TEJON RANCHCORP (“BORROWER”) AND BANK OF AMERICA, N.A. (“BANK”) DATED AS OF JUNE 29, 2022
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CHAR1\1841012v6 CREDIT AGREEMENT BETWEEN TEJON RANCHCORP (“BORROWER”) AND BANK OF AMERICA, N.A. (“BANK”) DATED AS OF JUNE 29, 2022
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i CHAR1\1841012v6 TABLE OF CONTENTS SECTION ............................................................................................................................... PAGE 1. DEFINITIONS .................................................................................................................................. 1 2. FACILITY NO. 1: LINE OF CREDIT AMOUNT AND TERMS ........................................................ 1 2.1 Line of Credit Amount. .............................................................................. 1 2.2 Availability Period. .................................................................................... 2 2.3 Repayment Terms. ................................................................................... 2 2.4 Interest Rate. ............................................................................................ 2 2.5 Optional Interest Rates. ............................................................................ 3 2.6 Letters of Credit. ....................................................................................... 3 3. FACILITY NO. 2: VARIABLE RATE TERM LOAN AMOUNT AND TERMS .................................. 4 3.1 Loan Amount. ........................................................................................... 4 3.2 Availability Period. .................................................................................... 4 3.3 Repayment Terms. ................................................................................... 4 3.4 Interest Rate. ............................................................................................ 4 3.5 Interest Rate Swap Commitment. ............................................................. 5 4. OPTIONAL INTEREST RATES ....................................................................................................... 5 4.1 Optional Rates.......................................................................................... 5 4.2 Term SOFR. ............................................................................................. 5 5. COLLATERAL .................................................................................................................................. 7 5.1 Personal Property. .................................................................................... 7 5.2 Real Property. .......................................................................................... 7 6. LOAN ADMINISTRATION AND FEES ............................................................................................ 8 6.1 Fees. ........................................................................................................ 8 6.2 Collection of Payments; Payments Generally. .......................................... 8 6.3 Borrower’s Instructions. ............................................................................ 8 6.4 Direct Debit. ............................................................................................. 8 6.5 Banking Days. .......................................................................................... 8 6.6 Additional Costs. ...................................................................................... 9 6.7 Interest Calculation. .................................................................................. 9 6.8 Default Rate. ............................................................................................ 9 6.9 Successor Rate. ....................................................................................... 9 7. CONDITIONS ................................................................................................................................. 10 7.1 Authorizations......................................................................................... 10 7.2 Governing Documents. ........................................................................... 10 7.3 KYC Information. .................................................................................... 10 7.4 Security Agreement. ............................................................................... 10 7.5 Perfection and Evidence of Priority. ........................................................ 10 7.6 Payment of Fees. ................................................................................... 10 7.7 Repayment of Other Credit Agreement. ................................................. 10 7.8 Good Standing. ...................................................................................... 10 7.9 Legal Opinion. ........................................................................................ 11 7.10 Insurance. .............................................................................................. 11 7.11 Environmental Information. ..................................................................... 11 7.12 Security Instrument. ............................................................................... 11 7.13 Title Insurance. ....................................................................................... 11 7.14 Tenant Agreements. ............................................................................... 11
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iv CHAR1\1841012v6 12.19 No Future Commitment. ......................................................................... 35 12.20 Review of Budgets. ................................................................................ 36 Signature Page .............................................................................................................. 37 California Waiver of Prepayment Right .......................................................................... 37 USA Patriot Act Notice. ................................................................................................. 38 ANNEX A 40
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1 CHAR1\1841012v6 CREDIT AGREEMENT This Agreement dated as of June 29, 2022, is between Bank of America, N.A. (the "Bank") and Tejon Ranchcorp (the "Borrower"). 1. DEFINITIONS In addition to the terms which are defined elsewhere in this Agreement, the following terms have the meanings indicated for the purposes of this Agreement: 1.1 “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. 1.2 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. 1.3 “Environmental Agreement” means, as applicable, the Indemnity Regarding Hazardous Substances section hereof or the environmental indemnity agreement of even date herewith by and between the Borrower and the Bank pertaining to the Property, as the same may from time to time be extended, amended, restated or otherwise modified. The Environmental Agreement is unsecured. 1.4 “Event of Default” has the meaning specified in Section 11. 1.5 “Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, and (c) the National Flood Insurance Reform Act of 1994, and any regulations promulgated pursuant thereto, each as amended and together with any successor law of such type. 1.6 “Land” means the land described in and encumbered by the Mortgage. 1.7 “Loan Document” has the meaning specified in Section 12.14. 1.8 “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the Borrower’s business condition (financial or otherwise), operations or properties; or (b) a material adverse change in, or a material adverse effect upon the ability of the Borrower to repay its obligations as contemplated by this Agreement or under any document executed in connection with this Agreement. 1.9 “Mortgage” means the deed of trust or mortgage of even date herewith given by the Borrower to the Bank to secure the obligations hereunder, except for obligations arising out of the Environmental Agreement, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. 1.10 “PEF Lease” means that certain ground lease, entered into as of July 19, 2001, between the Borrower and Pastoria Energy Facility L.L.C., as amended. 2. FACILITY NO. 1: LINE OF CREDIT AMOUNT AND TERMS 2.1 Line of Credit Amount.
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3 CHAR1\1841012v6 (iv) “U.S. Government Securities Business Day” means any banking day, except any banking day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable. 2.5 Optional Interest Rates. Instead of the interest rate based on the rate stated in the paragraph entitled “Interest Rate” above, the Borrower may elect the optional interest rates listed below for this Facility No. 1 during interest periods elected by the Borrower and agreed to by the Bank. The optional interest rates shall be subject to the terms and conditions described later in this Agreement. Any principal amount bearing interest at an optional rate under this Agreement is referred to as a "Portion." The following optional interest rate is available: (a) Term SOFR plus 1.37 percentage point(s). 2.6 Letters of Credit. (a) As a subfacility under the Line of Credit, during the availability period, the Bank agrees from time to time to issue or cause an affiliate to issue standby letters of credit for the account of the Borrower (each a "Letter of Credit," and collectively "Letters of Credit"); provided however, that the aggregate drawn and undrawn amount of all outstanding Letters of Credit shall not at any time exceed Ten Million Dollars ($10,000,000). The form and substance of each Letter of Credit shall be subject to approval by the Bank, in its sole discretion. Each Letter of Credit shall be issued for a term, as designated by the Borrower, not to exceed two years; provided however, that in Bank’s sole discretion, such Letter of Credit may be extended to have an expiration date up to 365 days beyond the Facility No. 1 Expiration Date. Standby letters of credit may include a provision providing that their expiry date will automatically be extended each year for an additional period not to exceed two years unless the Bank delivers written notice to the contrary provided, however, that each letter of credit must include a final expiry date which will not be subject to automatic extension. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and such amount shall not be available for borrowings. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by the Bank in connection with the issuance of Letters of Credit. At the option of the Bank, any drawing paid under a Letter of Credit may be deemed an advance under the Line of Credit and shall be repaid by the Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then the Borrower shall immediately pay to the Bank the full amount drawn, together with interest from the date such drawing is paid to the date such amount is fully repaid by the Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event the Borrower agrees that the Bank, in its sole discretion, may debit any account maintained by the Borrower with the Bank for the amount of any such drawing. The Borrower agrees to deposit in a cash collateral account with the Bank an amount equal to the aggregate outstanding undrawn face amount of all letters of credit which remain outstanding on the Facility No. 1 Expiration Date. The Borrower grants a security interest in such cash collateral account to the Bank. Amounts held in such cash collateral account shall be applied by the Bank to the payment of drafts drawn under such letters of credit and to the obligations and liabilities of the Borrower to the Bank, in such order of application as the Bank may in its sole discretion elect. (b) The Borrower shall pay the Bank a non-refundable fee equal to 1.37% per annum of the outstanding undrawn amount of each standby letter of credit, payable quarterly in advance, calculated on the basis of the face amount outstanding on the day the fee is calculated. If there is an Event of Default on such date, at the Bank's option, the amount of the fee shall be increased
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6 CHAR1\1841012v6 (c) “Term SOFR” means, for any applicable interest period, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such interest period with a term equivalent to such interest period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such interest period. If at any time Term SOFR is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. For purposes of this paragraph only (i) “CME” means CME Group Benchmark Administration Limited. (ii) “SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator). (iii) “SOFR Adjustment” with respect to Term SOFR means 0.10% for an interest period with a duration of one-month, and 0.20% for an interest period with a duration of three-months. (iv) “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Bank) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Bank from time to time). (v) “U.S. Government Securities Business Day” means any banking day, except any banking day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable. (d) The Borrower shall irrevocably request a Term SOFR Portion no later than 12:00 noon Pacific time on the banking day two banking days before Term SOFR takes effect for such Term SOFR Portion. For example, if there are no intervening holidays or weekend days in any of the relevant locations, the request must be made at least two days before Term SOFR takes effect. (e) The Bank will have no obligation to accept an election for a Term SOFR Portion if any of the following described events has occurred and is continuing: (i) Term SOFR does not accurately reflect the cost of a Term SOFR Portion; or (ii) adequate and reasonable means do not exist for determining Term SOFR for any requested interest period. (f) Each prepayment of a Term SOFR Portion, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid and a prepayment fee as described below. A "prepayment" is a payment of an amount on a date earlier than the scheduled payment date for such amount as required by this Agreement. (g) The prepayment fee shall be in an amount sufficient to compensate the Bank for any loss, cost or expense incurred by it as a result of the prepayment, including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Portion or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by the Bank in connection with the foregoing. For purposes of this paragraph, the Bank shall be deemed to have
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7 CHAR1\1841012v6 funded such Portion by a matching deposit or other borrowing in the applicable interbank market, whether or not such Portion was in fact so funded. 5. COLLATERAL 5.1 Personal Property. The personal property of the Borrower listed below now owned or owned in the future will secure the Borrower’s obligations to the Bank under this Agreement. The collateral is further defined in security agreement(s) executed by the Borrower, and generally includes the following: (a) unless such property is not used in connection with or does not arise from the Borrower’s farming operations on the real property located in the County of Xxxx, State of California, listed on Annex A hereto: (i) Equipment and fixtures, (ii) Inventory, (iii) Receivables, (iv) General intangibles, (v) Crops and farm products and (vi) Water and water rights, and (b) Time deposits with the Bank. 5.2 Real Property. (a) The Borrower's obligations to the Bank under this Agreement will be secured by a lien covering the owned real property located in Xxxx County, California and listed on Annex A hereto. (b) The deed of trust covering the real property contains the following provision that, under certain conditions, gives the Bank the right to declare the loan immediately due and payable: (i) "Accelerating Transfer" means any sale, contract to sell, conveyance, encumbrance, or other transfer, whether voluntary, involuntary, by operation of law or otherwise, of all or any material part of the Property or any interest in it, including any transfer or exercise of any right to drill for or to extract any water (other than for Borrower’s own use). (ii) Trustor agrees that Trustor shall not make any Accelerating Transfer, unless the transfer is preceded by Beneficiary's express written consent to the particular transaction and transferee. Beneficiary may withhold such consent in its sole discretion. If any Accelerating Transfer occurs, Beneficiary in its sole discretion may declare all of the Secured Obligations to be immediately due and payable, and Beneficiary and Trustee may invoke any rights and remedies provided by Paragraph 6.3 of this Deed of Trust. (c) The Bank may require an appraisal or inspections for infestation, environmental hazards, ground stability or other matters relating to the condition of the real property, as required elsewhere in this Agreement or as separately communicated to the Borrower. The Bank's decisions on whether to approve or deny the Borrower's request for credit, or to require or not require appraisals or inspections, should not be relied upon by the Borrower or any other party to determine the fair market value of the property or the condition of the property. The Bank
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10 CHAR1\1841012v6 technical, administrative or operational changes to this Agreement as may be appropriate to reflect the adoption and administration thereof and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments to this Agreement implementing such conforming changes will become effective upon notice to the Borrower without any further action or consent of the other parties hereto. If at any time any Successor Rate is less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 7. CONDITIONS Before the Bank is required to extend any credit to the Borrower under this Agreement, it must receive any documents and other items it may reasonably require, in form and content acceptable to the Bank, including any items specifically listed below. 7.1 Authorizations. Evidence that the execution, delivery and performance by the Borrower of this Agreement and any instrument or agreement required under this Agreement have been duly authorized. 7.2 Governing Documents. A copy of the Borrower's organizational documents. 7.3 KYC Information. (a) Upon the request of the Bank, the Borrower shall have provided to the Bank, and the Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act. (b) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to the Bank if so requested. 7.4 Security Agreement. Signed original security agreement covering the personal property collateral which the Bank requires. 7.5 Perfection and Evidence of Priority. Evidence that the security interests and liens in favor of the Bank are valid, enforceable, properly perfected in a manner acceptable to the Bank and prior to all others' rights and interests, except those the Bank consents to in writing. 7.6 Payment of Fees. Payment of all fees, expenses and other amounts due and owing to the Bank. If any fee is not paid in cash, the Bank may, in its discretion, treat the fee as a principal advance under this Agreement or deduct the fee from the loan proceeds. 7.7 Repayment of Other Credit Agreement. Evidence that the existing Amended and Restated Credit Agreement with Xxxxx Fargo Bank, National Association has been or will be repaid and cancelled on or before the first disbursement under this Agreement. 7.8 Good Standing.
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15 CHAR1\1841012v6 The proceeds of the credit extended under this Loan Agreement may not be used directly or indirectly to purchase or carry any "margin stock" as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System, or extend credit to or invest in other parties for the purpose of purchasing or carrying any such "margin stock," or to reduce or retire any indebtedness incurred for such purpose. 9.2 Financial Information. Provide the following financial information and statements in form and content acceptable to the Bank, and such additional information as requested by the Bank from time to time. The Bank reserves the right, if an Event of Default shall have occurred and be continuing, upon written notice to the Borrower, to require the Borrower to deliver financial information and statements to the Bank more frequently than otherwise provided below, and to use such additional information and statements to measure any applicable financial covenants in this Agreement. (a) Within 75 days of the fiscal year end, the annual financial statements of the Tejon Ranch Co. (the “Parent Company”), certified and dated by an authorized financial officer. These financial statements must be audited (with an opinion satisfactory to the Bank) by a Certified Public Accountant (“CPA”) acceptable to the Bank. The statements shall be prepared on a consolidated and consolidating basis. (b) Within 40 days after each period's end (excluding the last period in each fiscal year), quarterly financial statements of the Parent Company, certified and dated by an authorized financial officer. These financial statements may be company-prepared. The statements shall be prepared on a consolidated and consolidating basis. (c) [Reserved]. (d) Concurrently with the financial statements delivered under clauses (a) and (b) above, a compliance certificate of the Borrower, signed by an authorized financial officer and setting forth (i) the information and computations (in sufficient detail) to establish compliance with all financial covenants at the end of the period covered by the financial statements then being furnished and (ii) whether there existed as of the date of such financial statements and whether there exists as of the date of the certificate, any Event of Default or any event or condition which, with the giving of notice or lapse of time or both, would be an Event of Default, under this Agreement and, if any such default or Event of Default exists, specifying the nature thereof and the action the Borrower is taking and proposes to take with respect thereto. The compliance certificate for each period shall cover the financial statements for such period. (e) The budget of the Parent Company, including with respect to budgeted capital expenditures, in form and content acceptable to the Bank, within 45 days after the end of each fiscal year, together with a report as to budget variances from the prior fiscal year (for avoidance of doubt, the amount of budgeted capital expenditures must be satisfactory to the Bank). (f) The farming budget of the Borrower, in form and content acceptable to the Bank, within 45 days after the end of each fiscal year. (g) Promptly upon the Bank’s request, a certificate of the Borrower stating that, to the Borrower’s knowledge, the amount of water available and projected to be available is sufficient to conduct operation as described in the Borrower’s most recent budget.
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19 CHAR1\1841012v6 (ii) U.S. treasury bills and other obligations of the federal government; (iii) readily marketable securities (including commercial paper, but excluding restricted stock and stock subject to the provisions of Rule 144 of the Securities and Exchange Commission. (c) Investments in joint ventures established for real estate purposes so long as no Event of Default exists or would result therefrom and after giving effect thereto on a pro forma basis, the Borrower would be in compliance with Sections 9.3 and 9.5. For purposes of clarification, this Section 9.12 shall not prohibit stock repurchases made pursuant to stock repurchases under customary employee compensation plans. 9.13 Loans. Not make any loans, advances or other extensions of credit to any individual or entity, except for: (a) Existing extensions of credit disclosed to the Bank in writing prior to the date of this Agreement. (b) Extensions of credit to the Borrower’s current subsidiaries or affiliates. (c) Extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business to non-affiliated entities. (d) Extensions of credit permitted by Section 9.12(c). 9.14 Change of Ownership. Not cause, permit or suffer any change in capital ownership such that: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of a majority of the equity securities of Tejon Ranch Co. entitled to vote for members of the board of directors or equivalent governing body of Tejon Ranch Co. on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or (b) during any period of twelve consecutive months, a majority of the members of the board of directors or other equivalent governing body of Tejon Ranch Co. cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was nominated, appointed or approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was nominated, appointed or approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or (c) Tejon Ranch Co. ceases to own and control all of the outstanding capital stock or other equity interests of the Borrower.
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25 CHAR1\1841012v6 Bank: declare the Borrower in default, stop making any additional credit available to the Borrower, and require the Borrower to repay its entire debt immediately. If an event which, with notice or the passage of time, will constitute an Event of Default has occurred and is continuing, the Bank has no obligation to make advances or extend additional credit under this Agreement. In addition, if any Event of Default occurs, the Bank shall have all rights, powers and remedies available under any instruments and agreements required by or executed in connection with this Agreement, as well as all rights and remedies available at law or in equity. If an Event of Default occurs under the paragraph entitled “Bankruptcy/Receivers,” below with respect to the Borrower, then the entire debt outstanding under this Agreement will automatically be due immediately. 11.1 Failure to Pay. The Borrower fails to make a payment under this Agreement within three (3) days after the date when due. 11.2 Other Bank Agreements. (a) (i) Any default beyond applicable notice and cure periods occurs under any other document executed or delivered in connection with this Agreement, including without limitation, any note, subordination agreement, mortgage or other collateral agreement; (ii) the Borrower purports to revoke or disavow any collateral agreement provided in connection with this Agreement; (iii) any representation or warranty made by the Borrower is false in any material respect when made or deemed to be made; or (iv) any default beyond applicable notice and cure periods occurs under any other agreement the Borrower has with the Bank or any affiliate of the Bank. 11.3 Cross-default. Any default occurs under any agreement in connection with any credit the Borrower has obtained from anyone else or which the Borrower has guaranteed if the default is not cured within thirty (30) days, provided, however, that such obligation is in excess of $10,000,000 and any cure period applicable thereto has expired. 11.4 False Information. The Borrower has given the Bank false or misleading information or representations. 11.5 Bankruptcy/Receivers. The Borrower files a bankruptcy petition, a bankruptcy petition is filed against the Borrower (and such involuntary petition is not stayed or dismissed within sixty (60) days of its commencement), or the Borrower makes a general assignment for the benefit of creditors; or a receiver or similar official is appointed for a substantial portion of the Borrower’s business; or the business is terminated, or the Borrower is liquidated or dissolved. 11.6 Lien Priority. The Bank fails to have an enforceable first lien (except for any prior liens to which the Bank has consented in writing) on or security interest in any property given as security for this Agreement. 11.7 Judgments. Any judgments or arbitration award are entered against the Borrower that are not fully-covered by insurance policies as to which coverage has not been denied; provided, however, (i) such judgments or arbitration awards involve debts or claims against the Borrower in excess of $10,000,000, and (i) either (a) enforcement proceedings are commenced by any creditor upon such judgment or award, or (b) there
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26 CHAR1\1841012v6 is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or award, by reason of a pending appeal or otherwise, is not in effect. 11.8 Material Adverse Change. A material adverse change occurs in the Borrower’s business condition (financial or otherwise), operations or properties, or ability to repay its obligations as contemplated hereunder or under any document executed in connection with this Agreement. 11.9 Government Action. Any government authority takes action that results in a material impairment in the rights of the Bank in any collateral required hereunder or proceeds thereto or that could have a Material Adverse Effect. 11.10 ERISA Plans. A reportable event occurs under Section 4043(c) of ERISA, or any Plan termination (or commencement of proceedings to terminate a Plan) or the full or partial withdrawal from a Plan under Section 4041 or 4042 of ERISA occurs, if such event or events could reasonably be expected, in the judgment of the Bank, to have a Material Adverse Effect. 11.11 Covenants. Any default in the performance of or compliance with any obligation, agreement or other provision contained in this Agreement (other than those specifically described as an Event of Default in this Article). If the breach is capable of being remedied, the breach will not be considered an Event of Default for a period of thirty (30) days after the date of the breach. 11.12 Forfeiture. A judicial or nonjudicial forfeiture or seizure proceeding is commenced by a government authority and remains pending with respect to any property of Borrower or any part thereof, on the grounds that the property or any part thereof had been used to commit or facilitate the commission of a criminal offense by any person, including any tenant, pursuant to any law, including under the Controlled Substances Act or the Civil Asset Forfeiture Reform Act, regardless of whether or not the property shall become subject to forfeiture or seizure in connection therewith. 11.13 PEF Lease. The PEF Lease expires or has otherwise been terminated and the Borrower has not entered into a new lease with respect to the property subject to the PEF Lease with a tenant reasonably acceptable to the Bank within ninety (90) days from such expiration or termination. 11.14 Conservation Easement. The Borrower defaults beyond applicable notice and cure periods with the terms of any conservation easement affecting any of the real property collateral securing its obligations under this Agreement. 11.15 Water Quality/Amount. The Borrower's water is or is projected to be insufficient in amount or unsuitable in quality to conduct operations as described in the Borrower's most recent budget submitted to and accepted by the Bank and the Borrower elects not to purchase water to cure such insufficiency.
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27 CHAR1\1841012v6 12. ENFORCING THIS AGREEMENT; MISCELLANEOUS 12.1 GAAP. Except as otherwise stated in this Agreement, all financial information provided to the Bank and all financial covenants will be made under generally accepted accounting principles, consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Bank shall so request, the Borrower and the Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 12.2 Governing Law. Except to the extent that any law of the United States may apply, this Agreement shall be governed and interpreted according to the laws of California (the “Governing Law State”), without regard to any choice of law, rules or principles to the contrary. Nothing in this paragraph shall be construed to limit or otherwise affect any rights or remedies of the Bank under federal law. 12.3 Venue and Jurisdiction. The Borrower agrees that any action or suit against the Bank arising out of or relating to this Agreement shall be filed in federal court or state court located in the Governing Law State. The Borrower agrees that the Bank shall not be deemed to have waived its rights to enforce this section by filing an action or suit against the Borrower in a venue outside of the Governing Law State. If the Bank does commence an action or suit arising out of or relating to this Agreement, the Borrower agrees that the case may be filed in federal court or state court in the Governing Law State. The Bank reserves the right to commence an action or suit in any other jurisdiction where the Borrower or any Collateral has any presence or is located. The Borrower consents to personal jurisdiction and venue in such forum selected by the Bank and waives any right to contest jurisdiction and venue and the convenience of any such forum. The provisions of this section are material inducements to the Bank’s acceptance of this Agreement. 12.4 Successors and Assigns. This Agreement is binding on the Borrower's and the Bank's successors and assignees. The Borrower agrees that it may not assign this Agreement without the Bank's prior consent. The Bank may sell participations in or assign this loan and the related Loan Documents, and may exchange information about the Borrower (including, without limitation, any information regarding any hazardous substances) with actual or potential participants or assignees. If a participation is sold or the loan is assigned, the purchaser will have the right of set-off against the Borrower as set forth herein. 12.5 Dispute Resolution Provision. This paragraph, including the subparagraphs below, is referred to as the “Dispute Resolution Provision.” The Bank and the Borrower (and any other party to this Agreement) agree that this Dispute Resolution Provision is a material inducement for their entering into this Agreement. (a) Scope. This Dispute Resolution Provision concerns the resolution of any disputes, controversies, claims, counterclaims, allegations of liability, theories of damage, or defenses (collectively, a “Claim” or “Claims”) between the Bank, on the one hand, and the Borrower, on the other hand (each side being, for the purposes of this Dispute Resolution Provision, a “Party” and the two
![slide33](https://www.sec.gov/Archives/edgar/data/96869/000009686922000012/ex1052creditagreementbof033.jpg)
28 CHAR1\1841012v6 sides together being the “Parties”), regardless of whether based on federal, state, or local law, statute, ordinance, regulation, contract, common law, or any other source, and regardless of whether foreseen or unforeseen, suspected or unsuspected, or fixed or contingent at the time of this Agreement, including but not limited to Claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement. For the purposes of this Dispute Resolution Provision only, the terms “Bank” or Party or Parties (to the extent referring to or including the Bank) shall include any parent corporation, subsidiary or affiliate of the Bank. (b) Judicial Reference. Any Claim brought by any Party in a California state court shall be resolved by a general reference to a referee (or a panel of referees) as provided in California Code of Civil Procedure Section 638. The referee (or presiding referee of the panel) shall be a retired Judge or Justice of the California state court system. The referee(s) shall be selected by mutual written agreement of the parties. If the parties do not agree, the referee(s) shall be selected by the Presiding Judge of the Court (or his or her representative) as provided in California Code of Civil Procedure Section 640. The referee(s) shall hear and determine all issues relating to the Claim, whether of fact or of law, and shall do so in accordance with the laws of the Governing Law State and the California rules of evidence and civil procedure, and shall report a statement of decision. The referee(s) shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable and legal orders that will be binding on the parties, and rule on any motion which would be authorized in court litigation, including without limitation motions to dismiss, for summary judgment, or for summary adjudication. The referee(s) shall award legal fees and costs (including the fees of the referee(s)) relating to the judicial reference proceeding, and to any related litigation or arbitration, in accordance with the terms of this Agreement. The award that results from the decision of the referee(s) shall be entered as a judgment in the court that appointed the referee(s), in accordance with the provisions of California Code of Civil Procedure Sections 644(a). Pursuant to California Code of Civil Procedure Sections 645, the parties reserve the right to seek appellate review of any judgment or order, including but not limited to, orders pertaining to class certification, to the same extent permitted in a court of law. (c) Arbitration Provisions. The Parties agree that judicial reference pursuant to Subsection (b) above is the preferred method of dispute resolution of all Claims, when available. The Parties therefore agree that injunctive relief, including a temporary restraining order, without the posting of any bond or security, shall be appropriate to enjoin the prosecution of any arbitration proceeding where the Claims at issue become subject to (and as long as they remain subject to) judicial reference pursuant to Subsection (b) above, provided that a Party moves for such relief within thirty (30) days of its receipt of a demand for arbitration of a Claim. However, with respect to any Claim brought in a forum other than a California state court, or brought in a California state court but judicial reference pursuant to Subsection (b) above is not available or enforced by the court, the arbitration provisions in this Subsection (c) (collectively, the “Arbitration Provisions”) shall apply to the Claim. In addition, if either of the Parties serves demand for arbitration of a Claim in accordance with these Arbitration Provisions, and the other Party does not move to enjoin the arbitration proceeding within thirty (30) days of receipt of the demand, the right to judicial reference shall be waived and the Claim shall remain subject to these Arbitration Provisions thereafter. The inclusion of these Arbitration Provisions in this Agreement shall not otherwise be deemed as any limitation or waiver of the judicial reference provisions. The Arbitration Provisions are as follows: (i) For any Claim for which these Arbitration Provisions apply (as defined in the immediately preceding paragraph), the Parties agree that at the request of any Party to this Agreement, such Claim shall be resolved by binding arbitration. The Claims shall be governed by the laws of the Governing Law State without regard to its conflicts of law principles. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. (the “Act”), shall apply to the construction, interpretation, and enforcement of these Arbitration Provisions, as well as to the confirmation of or appeal from any arbitration award.
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29 CHAR1\1841012v6 (ii) Arbitration proceedings will be determined in accordance with the Act, the then-current Commercial Finance rules and procedures of the American Arbitration Association or any successor thereof (“AAA”) (or any successor rules for arbitration of financial services disputes), and the terms of these Arbitration Provisions. In the event of any inconsistency, the terms of these Arbitration Provisions shall control. The arbitration shall be administered by the Parties and not the AAA and shall be conducted, unless otherwise required by law, at a location selected solely by the Bank in any U.S. state where real or tangible personal property collateral for this credit is located or where the Borrower has a place of business. If there is no such state, the Bank shall select a location in the Governing Law State. (iii) If aggregate Claims are One Million Dollars ($1,000,000) or less: (A) All issues shall be heard and determined by one neutral arbitrator. The arbitrator shall have experience with commercial financial services disputes and, if possible, prior judicial experience, and shall be selected pursuant to the AAA “Arbitrator Select: List and Appointment” process, to be initiated by the Bank. If the AAA “Arbitrator Select: List and Appointment” process is unavailable, the Bank shall initiate any successor process offered by the AAA or a similar process offered by any other nationally recognized alternative dispute resolution organization. (B) Unless the arbitrator has a dispositive motion under advisement or unforeseeable and unavoidable conflicts arise (as determined by the arbitrator), all arbitration hearings shall commence within ninety (90) days of the appointment of the arbitrator, and under any circumstances the award of the arbitrator shall be issued within one hundred twenty (120) days of the appointment of the arbitrator. (C) A Party shall be entitled to take no more than two (2) fact depositions, one or both of which may be taken in accordance with Fed. R. Civ. P. 30(b)(6), plus depositions of any experts designated by the other Party, each of seven (7) hours or less, during pre-hearing discovery. (D) There shall be no written discovery requests except a Party may serve document requests on the other Party not to exceed twenty (20) in number, including subparts. The requests shall be served within forty-five (45) days of the appointment of the arbitrator and shall be responded to within twenty-one (21) days of service. (iv) If aggregate Claims exceed One Million Dollars ($1,000,000): (A) The issues shall be heard and determined by one neutral arbitrator selected as above unless either Party requests that all issues be heard and determined by three (3) neutral arbitrators. In that event, each Party shall select an arbitrator with experience with commercial financial services disputes, and the two arbitrators shall select a third arbitrator, who shall have prior judicial experience. If the arbitrators cannot agree, the third arbitrator shall be selected pursuant to the AAA “Arbitrator Select: List and Appointment” process, to be initiated by the Bank. (B) Unless the arbitrator(s) have a dispositive motion under advisement or other good cause is shown (as determined by the arbitrator(s)), all arbitration hearings shall commence within one hundred twenty (120) days of the appointment of the arbitrator(s), and under any circumstances the award of the arbitrator(s) shall be
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30 CHAR1\1841012v6 issued within one hundred eighty (180) days of the appointment of the arbitrator(s). (C) A Party shall be entitled to take no more than five (5) fact depositions, one or more of which may be taken in accordance with Fed. R. Civ. P. 30(b)(6), plus depositions of any experts designated by the other Party, each of seven (7) hours or less, during pre-hearing discovery. (D) There shall be no written discovery requests except a Party may serve document requests on the other Party not to exceed thirty (30) in number, including subparts. The requests shall be served within forty-five (45) days of the appointment of the arbitrator(s) and shall be responded to within twenty-one (21) days of service. (v) Where a Party intends to rely upon the testimony of an expert on an issue for which the Party bears the burden of proof, the expert(s) must be disclosed within thirty (30) days following the appointment of the arbitrator(s), including a written report in accordance with Fed. R. Civ. P. 26(a)(2)(B). The arbitrator(s) shall exclude any expert not disclosed strictly in accordance herewith. The other Party shall have the right within thirty (30) days thereafter to take the deposition of the expert(s) (upon payment of the expert’s reasonable fees for the in-deposition time), and to identify rebuttal expert(s), including a written report in accordance with Fed. R. Civ. P. 26(a)(2)(B). (vi) The arbitrator(s) shall consider and rule on motions by the Parties to dismiss for failure to state a claim; to compel; and for summary judgment, in a manner substantively consistent with the corresponding Federal Rules of Civil Procedure. The arbitrator(s) shall enforce the “Apex” doctrine with regard to requested depositions of high-ranking executives of both Parties. The arbitrator(s) shall exclude any Claim not asserted within thirty (30) days following the demand for arbitration. This shall not prevent a Party from revising the calculation of damages on any existing theory. All discovery shall close at least one (1) week before any scheduled hearing date, and all hearing exhibits shall have been exchanged by the same deadline or they shall not be given weight by the arbitrator(s). (vii) The arbitrator(s) will give effect to applicable statutes of limitation in determining any Claim and shall dismiss the Claim if it is barred by the statutes of limitation. For purposes of the application of any statutes of limitation, the service of a written demand for arbitration or counterclaim pursuant to the Notices provision of this Agreement is the equivalent of the filing of a lawsuit. At the request of any Party made at any time, including at confirmation of an award, the resolution of a statutes of limitation defense to any Claim shall be decided de novo by a court of competent jurisdiction rather than by the arbitrator(s). Otherwise, any dispute concerning these Arbitration Provisions or whether a Claim is arbitrable shall be determined by the arbitrator(s), except as otherwise set forth in this Dispute Resolution Provision. (viii) The arbitrator(s) shall have the power to award legal fees and costs relating to the arbitration proceeding and any related litigation or arbitration, pursuant to the terms of this Agreement. The arbitrator(s) shall provide a written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and have judgment entered and enforced. (ix) The filing of a court action is not intended to constitute a waiver of the right of any Party, including the suing Party, thereafter to require submittal of the Claims to arbitration, unless the Party fails to make such demand for arbitration within ninety (90) days following the filing of the court action.
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Signature Page The Borrower executed this Agreement as of the date stated at the top of the first page. Bank: Bank of America, NA. By: ___________________________________________ Xxxxx Xxxxxxx, SVP Borrower: Tejon Ranchcorp By:_______________________ Xxxxx X. Xxxx, Executi Vice President, Chief Operating Officer Chief Financial Officer, Treasure and Assistant Secretary Prepared by: Xxxxx & Xxx Xxxxx PLLC Address where notices to Address where notices to the Bank are to be sent: the Borrower are to be sent: Bank of America Tejon Ranchcorp Gateway Village-900 Building 0000 Xxxxx Xxxx XX0-000-00-00 Xxxxx, XX 00000 000 X. Xxxxx Xx Xxxxxxxxx, XX 00000 California Waiver of Prepayment Right Waiver of Prepayment Right. By its signature below, the Borrower waives any right, under California Civil Code Section 2954.10 or otherwise, to prepay any portion of the outstanding principal balance under this Agreement without a prepayment fee to the extent required above. The Borrower acknowledges that prepayment of the principal balance may result in the Bank incurring additional losses, costs, expenses and liabilities, including lost revenue and lost profits. The Borrower therefore agrees to pay a prepayment fee to the extent described above if any principal amount is prepaid, whether voluntarily or by reason of acceleration, including acceleration upon any sale or other transfer of any interest in the real property collateral. The Borrower further agrees that the Bank’s willingness to offer the interest rate described above to the Borrower is sufficient and independent consideration, given individual weight by the Bank, for this waiver. The Borrower understands that the Bank would not offer such an interest rate to the Borrower absent this waiver. 37 CHAR1\1841012v6
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Borrower: Tejon Ranchcorp By:______________________ Xxxxx X. Xxxx, Executiv Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Assistant Secretary USA Patriot Act Notice. Federal law requires Bank of America, N.A. (the “Bank”) to provide the following notice. The notice is not part of the foregoing agreement or instrument and may not be altered. Please read the notice carefully. (1) USA PATRIOT ACT NOTICE Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or obtains a loan. The Bank will ask for the Borrower’s legal name, address, tax ID number or social security number and other identifying information. The Bank may also ask for additional information or documentation or take other actions reasonably necessary to verify the identity of the Borrower, guarantors or other related persons. TEJON RANCHCORP CREDIT AGREEMENT
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40 CHAR1\1841012v6 ANNEX A LIST OF PLEDGED REAL PROPERTIES Ranch 1 238-390-06 000-000-00 Ranch 2 241-300-01 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 Ranch 5 402-150-05 Ranch 6 402-140-04
![slide47](https://www.sec.gov/Archives/edgar/data/96869/000009686922000012/ex1052creditagreementbof047.jpg)
41 CHAR1\1841012v6 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 000-000-00 Ranch 7 402-130-04 000-000-00 000-000-00 000-000-00 000-000-00 Pastoria Power Plant Property 00000 Xxxxxxxxx Xxxxxxx Xxxxx Xxxx, Xxxxx, Xxxxxxxxxx
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Exhibit A Period Start Date End Date Notional Amortization 1 Closing 8/5/2022 49,080,000.00 123,542.00 2 8/5/2022 9/5/2022 48,956,458.00 123,542.00 3 9/5/2022 10/5/2022 48,832,916.00 123,542.00 4 10/5/2022 11/5/2022 48,709,374.00 123,542.00 5 11/5/2022 12/5/2022 48,585,832.00 123,542.00 6 12/5/2022 1/5/2023 48,462,290.00 123,542.00 7 1/5/2023 2/5/2023 48,338,748.00 123,542.00 8 2/5/2023 3/5/2023 48,215,206.00 123,542.00 9 3/5/2023 4/5/2023 48,091,664.00 123,542.00 10 4/5/2023 5/5/2023 47,968,122.00 123,542.00 11 5/5/2023 6/5/2023 47,844,580.00 123,542.00 12 6/5/2023 7/5/2023 47,721,038.00 123,542.00 13 7/5/2023 8/5/2023 47,597,496.00 129,733.00 14 8/5/2023 9/5/2023 47,467,763.00 129,733.00 15 9/5/2023 10/5/2023 47,338,030.00 129,733.00 16 10/5/2023 11/5/2023 47,208,297.00 129,733.00 17 11/5/2023 12/5/2023 47,078,564.00 129,733.00 18 12/5/2023 1/5/2024 46,948,831.00 129,733.00 19 1/5/2024 2/5/2024 46,819,098.00 129,733.00 20 2/5/2024 3/5/2024 46,689,365.00 129,733.00 21 3/5/2024 4/5/2024 46,559,632.00 129,733.00 22 4/5/2024 5/5/2024 46,429,899.00 129,733.00 23 5/5/2024 6/5/2024 46,300,166.00 129,733.00 24 6/5/2024 7/5/2024 46,170,433.00 129,733.00 25 7/5/2024 8/5/2024 46,040,700.00 136,235.00 26 8/5/2024 9/5/2024 45,904,465.00 136,235.00 27 9/5/2024 10/5/2024 45,768,230.00 136,235.00 28 10/5/2024 11/5/2024 45,631,995.00 136,235.00 29 11/5/2024 12/5/2024 45,495,760.00 136,235.00 30 12/5/2024 1/5/2025 45,359,525.00 136,235.00 31 1/5/2025 2/5/2025 45,223,290.00 136,235.00 32 2/5/2025 3/5/2025 45,087,055.00 136,235.00 33 3/5/2025 4/5/2025 44,950,820.00 136,235.00 34 4/5/2025 5/5/2025 44,814,585.00 136,235.00 35 5/5/2025 6/5/2025 44,678,350.00 136,235.00 36 6/5/2025 7/5/2025 44,542,115.00 136,235.00 37 7/5/2025 8/5/2025 44,405,880.00 143,062.00 38 8/5/2025 9/5/2025 44,262,818.00 143,062.00 39 9/5/2025 10/5/2025 44,119,756.00 143,062.00 40 10/5/2025 11/5/2025 43,976,694.00 143,062.00 41 11/5/2025 12/5/2025 43,833,632.00 143,062.00 42 12/5/2025 1/5/2026 43,690,570.00 143,062.00 43 1/5/2026 2/5/2026 43,547,508.00 143,062.00 44 2/5/2026 3/5/2026 43,404,446.00 143,062.00 45 3/5/2026 4/5/2026 43,261,384.00 143,062.00 46 4/5/2026 5/5/2026 43,118,322.00 143,062.00 47 5/5/2026 6/5/2026 42,975,260.00 143,062.00 48 6/5/2026 7/5/2026 42,832,198.00 143,062.00 49 7/5/2026 8/5/2026 42,689,136.00 150,232.00
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50 8/5/2026 9/5/2026 42,538,904.00 150,232.00 51 9/5/2026 10/5/2026 42,388,672.00 150,232.00 52 10/5/2026 11/5/2026 42,238,440.00 150,232.00 53 11/5/2026 12/5/2026 42,088,208.00 150,232.00 54 12/5/2026 1/5/2027 41,937,976.00 150,232.00 55 1/5/2027 2/5/2027 41,787,744.00 150,232.00 56 2/5/2027 3/5/2027 41,637,512.00 150,232.00 57 3/5/2027 4/5/2027 41,487,280.00 150,232.00 58 4/5/2027 5/5/2027 41,337,048.00 150,232.00 59 5/5/2027 6/5/2027 41,186,816.00 150,232.00 60 6/5/2027 7/5/2027 41,036,584.00 150,232.00 61 7/5/2027 8/5/2027 40,886,352.00 157,761.00 62 8/5/2027 9/5/2027 40,728,591.00 157,761.00 63 9/5/2027 10/5/2027 40,570,830.00 157,761.00 64 10/5/2027 11/5/2027 40,413,069.00 157,761.00 65 11/5/2027 12/5/2027 40,255,308.00 157,761.00 66 12/5/2027 1/5/2028 40,097,547.00 157,761.00 67 1/5/2028 2/5/2028 39,939,786.00 157,761.00 68 2/5/2028 3/5/2028 39,782,025.00 157,761.00 69 3/5/2028 4/5/2028 39,624,264.00 157,761.00 70 4/5/2028 5/5/2028 39,466,503.00 157,761.00 71 5/5/2028 6/5/2028 39,308,742.00 157,761.00 72 6/5/2028 7/5/2028 39,150,981.00 157,761.00 73 7/5/2028 8/5/2028 38,993,220.00 165,667.00 74 8/5/2028 9/5/2028 38,827,553.00 165,667.00 75 9/5/2028 10/5/2028 38,661,886.00 165,667.00 76 10/5/2028 11/5/2028 38,496,219.00 165,667.00 77 11/5/2028 12/5/2028 38,330,552.00 165,667.00 78 12/5/2028 1/5/2029 38,164,885.00 165,667.00 79 1/5/2029 2/5/2029 37,999,218.00 165,667.00 80 2/5/2029 3/5/2029 37,833,551.00 165,667.00 81 3/5/2029 4/5/2029 37,667,884.00 165,667.00 82 4/5/2029 5/5/2029 37,502,217.00 165,667.00 83 5/5/2029 6/5/2029 37,336,550.00 165,667.00 84 6/5/2029 7/5/2029 37,170,883.00 165,667.00 85 7/5/2029 8/5/2029 37,005,216.00 173,969.00 86 8/5/2029 9/5/2029 36,831,247.00 173,969.00 87 9/5/2029 10/5/2029 36,657,278.00 173,969.00 88 10/5/2029 11/5/2029 36,483,309.00 173,969.00 89 11/5/2029 12/5/2029 36,309,340.00 173,969.00 90 12/5/2029 1/5/2030 36,135,371.00 173,969.00 91 1/5/2030 2/5/2030 35,961,402.00 173,969.00 92 2/5/2030 3/5/2030 35,787,433.00 173,969.00 93 3/5/2030 4/5/2030 35,613,464.00 173,969.00 94 4/5/2030 5/5/2030 35,439,495.00 173,969.00 95 5/5/2030 6/5/2030 35,265,526.00 173,969.00 96 6/5/2030 7/5/2030 35,091,557.00 173,969.00 97 7/5/2030 8/5/2030 34,917,588.00 182,688.00 98 8/5/2030 9/5/2030 34,734,900.00 182,688.00 99 9/5/2030 10/5/2030 34,552,212.00 182,688.00 100 10/5/2030 11/5/2030 34,369,524.00 182,688.00 101 11/5/2030 12/5/2030 34,186,836.00 182,688.00
![slide50](https://www.sec.gov/Archives/edgar/data/96869/000009686922000012/ex1052creditagreementbof050.jpg)
102 12/5/2030 1/5/2031 34,004,148.00 182,688.00 103 1/5/2031 2/5/2031 33,821,460.00 182,688.00 104 2/5/2031 3/5/2031 33,638,772.00 182,688.00 105 3/5/2031 4/5/2031 33,456,084.00 182,688.00 106 4/5/2031 5/5/2031 33,273,396.00 182,688.00 107 5/5/2031 6/5/2031 33,090,708.00 182,688.00 108 6/5/2031 7/5/2031 32,908,020.00 182,688.00 109 7/5/2031 8/5/2031 32,725,332.00 191,843.00 110 8/5/2031 9/5/2031 32,533,489.00 191,843.00 111 9/5/2031 10/5/2031 32,341,646.00 191,843.00 112 10/5/2031 11/5/2031 32,149,803.00 191,843.00 113 11/5/2031 12/5/2031 31,957,960.00 191,843.00 114 12/5/2031 1/5/2032 31,766,117.00 191,843.00 115 1/5/2032 2/5/2032 31,574,274.00 191,843.00 116 2/5/2032 3/5/2032 31,382,431.00 191,843.00 117 3/5/2032 4/5/2032 31,190,588.00 191,843.00 118 4/5/2032 5/5/2032 30,998,745.00 191,843.00 119 5/5/2032 6/5/2032 30,806,902.00 191,843.00 120 6/5/2032 6/28/2032 30,615,059.00 30,615,059.00