Common use of Performance Pricing Adjustments Clause in Contracts

Performance Pricing Adjustments. The interest rate spread parameters set forth in Subsection (A) and(C) above shall be either increased or decreased in accordance with the following schedule: Total Debt to EBITDA (MLA, Section 10(B)) LIBOR Interest Rate Spread 7-Day LIBOR Interest Rate Spread Equal to or greater than 4.00 to 1.00 + 275 basis points + 275 basis points Equal to or greater than 3.50 to 1.00 but less than 4.00 to 1.00 + 250 basis points + 250 basis points Equal to or greater than 3.00 to 1.00 but less than 3.50 to 1.00 + 225 basis points + 225 basis points Equal to or greater than 2.50 to 1.00 but less than 3.00 to 1.00 + 200 basis points + 200 basis points Less than 2.50 to 1.00 + 175 basis points + 175 basis points The initial spreads shall be those applicable to Total Debt to EBITDA of less than 2.50 to 1.00. The applicable interest rate adjustment shall: (i) be considered as of each fiscal quarter end based on the quarterly Compliance Certificate provided by the Company under Section 8(H)(vii) of the MLA; (ii) become effective as of the first day of the fiscal quarter following receipt of such information by CoBank, and (iii) shall be effective on a prospective basis only and shall not affect existing fixed rate pricing. The Company shall select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option to one of the fixed rate options. Upon the expiration of any fixed rate period, interest shall automatically accrue at the variable rate option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed in such a manner as to cause the Company to have to break any fixed rate balance in order to pay any installment of principal. All elections provided for herein shall be made electronically (if applicable), telephonically or in writing and must be received by CoBank not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon CoBank’s request. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears by the 20th day of the following month or on such other day in such month as CoBank shall require in a written notice to the Company; provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at CoBank’s option upon written notice to the Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than 3 months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.

Performance Pricing Adjustments. The interest rate spread parameters set forth in Subsection (A) and(C) above shall be either increased or decreased in accordance with the following schedule: Total Debt to EBITDA (MLA, Section 10(B)) LIBOR Interest Rate Spread 7-Day LIBOR Interest Rate Spread Equal to or greater than 4.00 to 1.00 + 275 300 basis points + 275 300 basis points Equal to or greater than 3.50 to 1.00 but less than 4.00 to 1.00 + 250 275 basis points + 250 275 basis points Equal to or greater than 3.00 to 1.00 but less than 3.50 to 1.00 + 225 250 basis points + 225 250 basis points Equal to or greater than 2.50 to 1.00 but less than 3.00 to 1.00 + 200 225 basis points + 200 225 basis points Less than 2.50 to 1.00 + 175 200 basis points + 175 200 basis points The initial spreads shall be those applicable to Total Debt to EBITDA of less than 2.50 to 1.00. The applicable interest rate adjustment shall: (i) be considered as of each fiscal quarter end based on the quarterly Compliance Certificate provided by the Company under Section 8(H)(vii) of the MLA; (ii) become effective as of the first day of the fiscal quarter following receipt of such information by CoBank, and (iii) shall be effective on a prospective basis only and shall not affect existing fixed rate pricing. The Company shall select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option to one of the fixed rate options. Upon the expiration of any fixed rate period, interest shall automatically accrue at the variable rate option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed in such a manner as to cause the Company to have to break any fixed rate balance in order to pay any installment of principal. All elections provided for herein shall be made electronically (if applicable), telephonically or in writing and must be received by CoBank not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon CoBank’s request. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears by the 20th day of the following month or on such other day in such month as CoBank shall require in a written notice to the Company; provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at CoBank’s option upon written notice to the Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than 3 three months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.

Performance Pricing Adjustments. The interest rate spread parameters set forth in Subsection (A) and(CC) above shall be either increased or decreased in accordance with the following schedule: Total Debt to EBITDA (MLA, Section 10(B)) LIBOR Interest Rate Spread 7-Day LIBOR Interest Rate Spread Equal to or greater than 4.00 to 1.00 + 275 basis points + 275 basis points Equal to or greater than 3.50 to 1.00 but less than 4.00 to 1.00 + 250 basis points + 250 basis points Equal to or greater than 3.00 to 1.00 but less than 3.50 to 1.00 + 225 basis points + 225 basis points Equal to or greater than 2.50 to 1.00 but less than 3.00 to 1.00 + 200 basis points + 200 basis points Less than 2.50 to 1.00 + 175 basis points + 175 basis points The initial spreads shall be those applicable to Total Debt to EBITDA of less than 2.50 to 1.00. The applicable interest rate adjustment shall: (i) be considered as of each fiscal quarter end based on the quarterly Compliance Certificate provided by the Company under Section 8(H)(vii) of the MLA; (ii) become effective as of the first day of the fiscal quarter following receipt of such information by CoBank, and (iii) shall be effective on a prospective basis only and shall not affect existing fixed rate pricing. Notwithstanding the forgoing, the initial Performance Pricing Adjustment hereunder shall be +250 basis points, continuing through and including October 31, 2005, with the first adjustment effective November 1, 2005, based on the Compliance Certificate for fiscal quarter ending July 31, 2005. Subsequent adjustments shall be as stated above. The Company shall select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option to one of the fixed rate options. Upon the expiration of any fixed rate period, interest shall automatically accrue at the variable rate option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed in such a manner as to cause the Company to have to break any fixed rate balance in order to pay any installment of principal. All elections provided for herein shall be made electronically (if applicable), telephonically or in writing and must be received by CoBank not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon CoBank’s request. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears by the 20th day of the following month or on such other day in such month as CoBank shall require in a written notice to the Company; provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at CoBank’s option upon written notice to the Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than 3 months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.

Performance Pricing Adjustments. The interest rate spread parameters set forth in Subsection (A) and(Cand(B) above shall be either increased or decreased in accordance with the following schedule: Total Debt to EBITDA (MLA, Section 10(B)) LIBOR Interest Rate Spread 7-Day LIBOR Interest Rate Spread Equal to or greater than 4.00 to 1.00 + 275 basis points + 275 basis points Equal to or greater than 3.50 to 1.00 but less than 4.00 to 1.00 + 250 basis points + 250 basis points Equal to or greater than 3.00 to 1.00 but less than 3.50 to 1.00 + 225 basis points + 225 basis points Equal to or greater than 2.50 to 1.00 but less than 3.00 to 1.00 + 200 basis points + 200 basis points Less than 2.50 to 1.00 + 175 basis points + 175 basis points The initial spreads shall be those applicable to Total Debt to EBITDA of less than 2.50 to 1.00. The applicable interest rate adjustment shall: (i) be considered as of each fiscal quarter end based on the quarterly Compliance Certificate provided by the Company under Section 8(H)(vii) of the MLA; (ii) become effective as of the first day of the fiscal quarter following receipt of such information by CoBank, and (iii) shall be effective on a prospective basis only and shall not affect existing fixed rate pricing. The Company shall select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option to one of the fixed rate options. Upon the expiration of any fixed rate period, interest shall automatically accrue at the variable rate option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed in such a manner as to cause for periods expiring after the Company to have to break any fixed rate balance in order to pay any installment maturity date of principalthe loans. All elections provided for herein shall be made electronically (if applicable), telephonically or in writing and must be received by CoBank not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon CoBank’s request. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears by the 20th day of the following month or on such other day in such month as CoBank shall require in a written notice to the Company; provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at CoBank’s option upon written notice to the Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than 3 months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.

Performance Pricing Adjustments. The interest rate spread parameters set forth in Subsection (A) and(Cand(B) above shall be either increased or decreased in accordance with the following schedule: Total Debt to EBITDA (MLA, Section 10(B)) LIBOR Interest Rate Spread 7-Day LIBOR Interest Rate Spread Equal to or greater than 4.00 to 1.00 + 275 basis points + 275 basis points Equal to or greater than 3.50 to 1.00 but less than 4.00 to 1.00 + 250 basis points + 250 basis points Equal to or greater than 3.00 to 1.00 but less than 3.50 to 1.00 + 225 basis points + 225 basis points Equal to or greater than 2.50 to 1.00 but less than 3.00 to 1.00 + 200 basis points + 200 basis points Less than 2.50 to 1.00 + 175 basis points + 175 basis points The initial spreads shall be those applicable to Total Debt to EBITDA of equal to or greater than 2.50 to 1.00, but less than 2.50 3.00 to 1.00. The applicable interest rate adjustment shall: (i) be considered as of each fiscal quarter end based on the quarterly Compliance Certificate provided by the Company under Section 8(H)(vii) of the MLA; (ii) become effective as of the first day of the fiscal quarter following receipt of such information by CoBank, and (iii) shall be effective on a prospective basis only and shall not affect existing fixed rate pricing. The Company shall select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option to one of the fixed rate options. Upon the expiration of any fixed rate period, interest shall automatically accrue at the variable rate option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed in such a manner as to cause for periods expiring after the Company to have to break any fixed rate balance in order to pay any installment maturity date of principalthe loans. All elections provided for herein shall be made electronically (if applicable), telephonically or in writing and must be received by CoBank not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon CoBank’s request. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears by the 20th day of the following month or on such other day in such month as CoBank shall require in a written notice to the Company; provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at CoBank’s option upon written notice to the Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than 3 months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.

Performance Pricing Adjustments. The interest rate spread parameters set forth in Subsection (A) and(Cand(B) above shall be either increased or decreased in accordance with the following schedule: Total Debt to EBITDA (MLA, Section 10(B)) LIBOR Interest Rate Spread 7-Day LIBOR Interest Rate Spread Equal to or greater than 4.00 to 1.00 + 275 300 basis points + 275 300 basis points Equal to or greater than 3.50 to 1.00 but less than 4.00 to 1.00 + 250 275 basis points + 250 275 basis points Equal to or greater than 3.00 to 1.00 but less than 3.50 to 1.00 + 225 250 basis points + 225 250 basis points Equal to or greater than 2.50 to 1.00 but less than 3.00 to 1.00 + 200 225 basis points + 200 225 basis points Less than 2.50 to 1.00 + 175 200 basis points + 175 200 basis points The initial spreads shall be those applicable to Total Debt to EBITDA of less than 2.50 to 1.00. The applicable interest rate adjustment shall: (i) be considered as of each fiscal quarter end based on the quarterly Compliance Certificate provided by the Company under Section 8(H)(vii) of the MLA; (ii) become effective as of the first day of the fiscal quarter following receipt of such information by CoBank, and (iii) shall be effective on a prospective basis only and shall not affect existing fixed rate pricing. The Company shall select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option to one of the fixed rate options. Upon the expiration of any fixed rate period, interest shall automatically accrue at the variable rate option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed in such a manner as to cause for periods expiring after the Company to have to break any fixed rate balance in order to pay any installment maturity date of principalthe loans. All elections provided for herein shall be made electronically (if applicable), telephonically or in writing and must be received by CoBank not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon CoBank’s request. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears by the 20th day of the following month or on such other day in such month as CoBank shall require in a written notice to the Company; provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at CoBank’s option upon written notice to the Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than 3 three months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.