MLA No. E126
MASTER LOAN AGREEMENT
THIS MASTER LOAN AGREEMENT is entered into as of August 1,
1996, between CoBANK, ACB ("CoBank") and Gold ▇▇▇▇ Inc., Atlanta, GA (the
"Company").
BACKGROUND
From time to time CoBank may make loans to the Company. In
order to reduce the amount of paperwork associated therewith,
CoBank and the Company would like to enter into a master loan
agreement. For that reason, and in consideration of CoBank making
one or more loans to the Company, CoBank and the Company agree as
follows:
SECTION 1. Supplements. In the event the Company desires to
borrow from CoBank under the terms of this agreement and CoBank
is willing to lend to the Company under the terms hereof, or in
the event CoBank and the Company desire to consolidate any
existing loans hereunder, the parties will enter into a Supplement
to this agreement (a "Supplement"). Each Supplement will set
forth the amount of the loan, the purpose of the loan, the
interest rate or rate options applicable to that loan, the
repayment terms of the loan, and any other terms and conditions
applicable to that particular loan. Each loan will be governed
by the terms and conditions contained in this agreement and in the
Supplement relating to the loan.
SECTION 2. Availability. Loans will be made available on
any day on which CoBank and the Federal Reserve Banks are open for
business upon the telephonic or written request of the Company.
Requests for loans must be received no later than 12:00 noon
Company s local time on the date the loan is desired. Loans will
be made available by wire transfer of immediately available funds
to such account or accounts as may be authorized by the Company.
The Company shall furnish to CoBank a duly completed and executed
copy of a CoBank Delegation and Wire Transfer Authorization Form,
and CoBank shall be entitled to rely on (and shall incur no
liability to the Company in acting on) any request or direction
furnished in accordance with the terms thereof.
SECTION 3. Repayment. The Company's obligation to repay
each loan shall be evidenced by the promissory note set forth in
the Supplement relating to that loan or by such replacement note
as CoBank shall require. CoBank shall maintain a record of all
loans, the interest accrued thereon, and all payments made with
respect thereto, and such record shall, absent proof of manifest
error, be conclusive evidence of the outstanding principal and
interest on the loans. All payments shall be made by wire
transfer of immediately available funds or by check. Wire
transfers shall be made to ABA No. ▇▇▇▇▇▇▇▇▇ for advice to and
credit of CoBANK (or to such other account as CoBank may direct
by notice). The Company shall give CoBank telephonic notice no
later than 12:00 noon Company s local time of its intent to pay
by wire and funds received after 3:00 p.m. Company s local time
shall be credited on the next business day. Checks shall be
mailed to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇ (or to
such other place as CoBank may direct by notice). Credit for
payment by check will not be given until the latter of: (a) the
day on which CoBank receives immediately available funds; or
(b) the next business day after receipt of the check.
SECTION 4. Capitalization. The Company agrees to purchase
such equity in CoBank as CoBank may from time to time require
in accordance with its Bylaws. However, the maximum amount of
equity which the Company shall be obligated to purchase in
connection with any loan may not exceed the maximum amount
permitted by the Bylaws at the time the Supplement relating to
that loan is entered into or such loan is renewed or refinanced
by CoBank.
SECTION 5. Security. The company s obligations under
this agreement, all supplements (whenever executed), and all
instruments and documents contemplated hereby or thereby, shall
be secured by a statutory first lien on all equity which the
Company may now own or hereafter acquire in CoBank. Except for
CoBank s lien on the Company s equity in CoBank, the Company s
obligations hereunder and under each Supplement shall be
unsecured.
SECTION 6. Conditions Precedent.
(A) Conditions to Initial Supplement. CoBank s
obligation to extend credit under the initial Supplement hereto
is subject to the conditions precedent that CoBank receive, in
form and substance satisfactory to CoBank, each of the
following:
(i) This Agreement, Etc. A duly executed copy of this
agreement and all instruments and documents contemplated
hereby.
(ii) Opinion of Counsel. An opinion of counsel to the Company
(which counsel must be acceptable to CoBank).
(B) Conditions to Each Supplement. CoBank s obligation
to extend credit under each Supplement, including the initial
Supplement, is subject to the conditions precedent that CoBank
receive, in form and content satisfactory to CoBank, each of
the following:
(i) Supplement. A duly executed copy of the
Supplement and all instruments and documents contemplated
thereby.
(ii) Evidence of Authority. Such certified board
resolutions, evidence of incumbency, and other evidence that
CoBank may require that the Supplement, all instruments and
documents executed in connection therewith, and, in the case of
initial Supplement hereto, this agreement and all instruments
and documents executed in connection herewith, have been duly
authorized and executed.
(iii) Fees and Other Charges. All fees and other charges
provided for herein or in the Supplement.
(iv) Evidence of Perfection, Etc. Such evidence as
CoBank may require that CoBank has a duly perfected first
priority lien on all security for the Company s obligations,
and that the Company is in compliance with Section 8(D) hereof.
(C) Conditions to Each Loan. CoBank s obligation under
each Supplement to make any loan to the Company thereunder is
subject to the condition that no Event of Default (as defined
in Section 11 hereof) or event which with the giving of notice
and/or the passage of time would become an Event of Default
hereunder (a Potential Default ), shall have occurred and be
continuing.
SECTION 7. Representations and Warranties.
(A) This Agreement. The Company represents and warrants
to CoBank that as of the date of this
Agreement:
(i) Compliance. The Company and, to the extent
contemplated hereunder, each Subsidiary, are in compliance with
all of the terms of this agreement, and no Event of Default or
Potential Default exists hereunder.
(ii) Compliance with ERISA. The Company is in
compliance with ERISA and that all plans are fully funded and
the Company has no withdrawal liability.
(B) Each Supplement. The execution by the Company of
each Supplement hereto shall constitute a representation and
warranty to CoBank that:
(i) Applications. Each representation and warranty
and all information set forth in any application or other
documents submitted in connection with, or to induce CoBank to
enter into, such Supplement, is correct in all material
respects as of the date of the Supplement.
(ii) Conflicting Agreements, Etc. This agreement, the
Supplements, and all security and other instruments and
documents relating hereto and thereto (collectively, at any
time, the Loan Documents ), do not conflict with, or require
the consent of any party to, any other agreement to which the
Company is a party or by which it or its property may be bound
or affected, and do not conflict with any provision of the
Company's bylaws, articles of incorporation, or other
organizational documents.
(iii) Compliance. The Company and, to the extent
contemplated hereunder, its Subsidiaries are in compliance with
all of the terms of the Loan Documents (including, without
limitation, Section 8(A) of this agreement on eligibility to
borrow from CoBank).
(iv) Binding Agreement. The Loan Documents create
legal, valid, and binding obligations of the Company which are
enforceable in accordance with their terms, except to the
extent that enforcement may be limited by applicable
bankruptcy, insolvency, or similar laws affecting creditors
rights generally.
SECTION 8. Affirmative Covenants. Unless otherwise agreed
to in writing by CoBank, while this agreement is in effect, the
Company agrees to, and with respect to Subsections 8(B) through
8(G) hereof, agrees to cause each Subsidiary to:
(A) Eligibility. Maintain its status as an entity
eligible to borrow from CoBank.
(B) Corporate Existence, Licenses. Etc. (i) Preserve
and keep in full force and effect its existence and good
standing in the jurisdiction of its incorporation or formation;
(ii) qualify and remain qualified to transact business in all
jurisdictions where the failure to qualify could have a
material adverse effect on the financial condition,
properties, profits, or aspirations of the Company or any
Subsidiary; and (iii) obtain and maintain all licenses,
certificates, permits, authorizations, approvals, and the like
which are material to the conduct of its business or required
by law, rule, regulation, ordinance, code, order, and the like
(collectively, Laws ).
(C) Compliance with Laws. Comply in all material
respects with all applicable Laws, including, without
limitation, all Laws relating to environmental protection and
any patron or member investment program that it may have. In
addition, the Company agrees to cause all persons occupying or
present on any of its properties to comply in all material
respects with all environmental protection Laws.
(D) Insurance. Maintain insurance with insurance
companies or associations acceptable to CoBank in such amounts
and covering such risks as are usually carried by companies
engaged in the same or similar business and similarly situated,
and make such increases in the type or amount of coverage as
CoBank may request. All such policies insuring any collateral
for the Company s obligations to CoBank shall have mortgagee or
lender loss payable clauses or endorsements in form and content
acceptable to CoBank. At CoBank's request, all policies (or
such other proof of compliance with this Subsection as may be
satisfactory to CoBank) shall be delivered to CoBank.
(E) Property Maintenance. Maintain all of its property
that is necessary to or useful in the proper conduct of its
business in good working condition, ordinary wear and tear
excepted.
(F) Books and Records. Keep adequate records and books
of account in which complete entries will be made in accordance
with generally accepted accounting principles ("GAAP")
consistently applied.
(G) Inspection. Permit CoBank or its agents, upon
reasonable notice and during normal business hours or at such
other times as the parties may agree, to examine its
properties, books, and records, and to discuss its affairs,
finances, and accounts, with its respective officers,
directors, employees, and independent certified public
accountants.
(H) Reports and Notices. Furnish to CoBank:
(i) Annual Financial Statements. As soon as
available, but in no event more than 90 days after the
end of each fiscal year of the Company
occurring during the term hereof, annual consolidated and
consolidating financial statements of the Company and its
consolidated Subsidiaries prepared in accordance with GAAP
consistently applied. Such financial statements shall: (a) in
the case of the consolidated statements, be audited by
independent certified public accountants selected by the
Company and acceptable to CoBank; (b) in the case of the
consolidated statements, be accompanied by a report of such
accountants containing an opinion thereon acceptable to CoBank;
(c) be prepared in reasonable detail and in comparative form;
and (d) include a balance sheet, a statement of income, a
statement of retained earnings, a statement of cash flows, and
all notes and schedules relating thereto.
(ii) Interim Financial Statements. As soon as
available, but in no event more than 45 days after the end of
each fiscal quarter of the Company, a
consolidated and consolidating balance sheet of the Company and
its consolidated Subsidiaries as of the end of such
fiscal quarter, a consolidated and consolidating statement of
income for the Company and its consolidated Subsidiaries for
such period and for the period year to date, and such other
interim statements as CoBank may specifically request, all
prepared in reasonable detail and in comparative form in
accordance with GAAP consistently applied and certified by the
Chief Financial Officer or Treasurer of the Company (subject to
normal year-end adjustments)
(iii) Notice of Default. Promptly after becoming aware
thereof, notice of the occurrence of an Event of Default or a
Potential Default.
(iv) Notice of Non-Environmental Litigation. Promptly
after the commencement thereof, notice of the commencement of
all actions, suits, or proceedings before any court,
arbitrator, or governmental department, commission, board,
bureau, agency, or instrumentality affecting the Company or any
Subsidiary which, if determined adversely to the Company or
such Subsidiary, could have a material adverse effect on the
financial condition, properties, profits, or operations of the
Company or such Subsidiary. Promptly after receipt thereof,
notice of the receipt of all pleadings, orders, complaints,
indictments, or any other communication alleging a condition
that could either cause the Company or
any Subsidiary to incur liability in excess of $1,000,000 per
occurrence and $2,000,000 in aggregate or could, if determined
adversely to the Company or any Subsidiary have a
material adverse affect on the operations, business, or
properties of the Company or any Subsidiary.
(v) Notice of Environmental Litigation, Etc. Promptly
after receipt thereof, notice of the receipt of all pleadings,
orders, complaints, indictments, or any other communication
alleging a condition that: (a) may require the Company
or any Subsidiary to undertake or
to contribute to a cleanup or other response under
environmental Laws, or which seek penalties, damages or
injunctive relief, related to alleged violations of such Laws,
or which claim personal injury or property damage to any person
as a result of environmental factors or conditions; and (b)
seeks criminal sanctions related to alleged violation of such
laws and/or could, if determined adversely to the Company or
any Subsidiary, have a material adverse affect on the
operations, business, or properties of the Company or any
Subsidiary.
(vi) Bylaws and Articles. Promptly after any change in
the Company s bylaws or articles of incorporation (or like
documents), copies of all such changes, certified by the
Company s Secretary.
(vii) Financial Covenant Certificates. Together with each set of
financial statements furnished to CoBank pursuant to Section
8(H) hereof, a certificate of an officer or employee of the
Company acceptable to CoBank setting forth calculations showing
compliance with the financial covenants set forth in Section 10
hereof.
(viii) SEC Filings. Promptly after filing same, a copy of all
10Ks and 10Qs filed with the Securities and Exchange
Commission.
(ix) Other Information. Such other information
regarding the condition or operations, financial or otherwise,
of the Company or any Subsidiary as CoBank may from time to
time reasonably request, including but not limited to copies of
all pleadings, notices, and communications referred to in
Subsections 8(H)(iv) and (v) above.
SECTION 9. Negative Covenants. This section of this
agreement shall incorporate in their entirety, Sections 7.2
through 7.10 of the Credit Agreement between Gold ▇▇▇▇ Inc., as
Borrower and Various Banks and Lending Institutions, as Lenders
and SunTrust and Bank of Atlanta as Agents dated as of August
9, 1996, as amended ( Syndicated Agreement ), a copy of same,
existing as of the date of this agreement, is attached as
Exhibit A. As such, all defined terms within this section
shall have the definitions as described in Section 1.1 of that
Syndicated Agreement. As long as this agreement is in effect,
these covenants and definitions shall remain in place even if
the Syndicated Agreement is terminated. As long as this
agreement is in effect, any amendment to the covenants in
Section 7.2 through 7.10 of the Syndicated Agreement and any
amendment to the definitions in the Syndicated Agreement shall
also apply to this agreement. In the event that CoBank s
involvement in the Syndicated Agreement is terminated for any
reason, the Negative Covenants and definitions in place at the
time of the termination shall continue in place until modified
by the parties hereto.
SECTION 10. Financial Covenants. Unless otherwise agreed
to in writing, while this agreement is in effect:
(A) Consolidated Funded Debt to Leverage Ratio. The
Company shall not permit the ratio of Consolidated Funded Debt
to Total Capital to exceed 0.50 to 1.0, calculated on a
quarterly basis.
(B) Interest Coverage Ratio. The Company shall not
permit the ratio of EBIT to Consolidated Interest Expense to be
less than 1.50 to 1.0, calculated quarterly for the fiscal
quarter then ending and the preceding seven fiscal quarters.
As such, all defined terms within subsections 10(A) and 10(B),
above, shall have the definitions as described in Section 1.1
of the Syndicated Agreement. As long as this agreement is in
effect, these covenants and definitions shall remain in place
even if the Syndicated Agreement is terminated. As long as
this agreement is in effect, any amendment to the definitions
in the Syndicated Agreement shall also apply to this agreement.
In the event that CoBank s involvement in the Syndicated
Agreement is terminated for any reason, the definitions in
place at the time of the termination shall continue in place
until modified by the parties.
(C) Current Ratio. The Company will have at the end of
each fiscal quarter a ratio of consolidated current liabilities
(both as determined in accordance with GAAP consistently
applied) of not less than 1.25 to 1.0.
The current assets and current liabilities of Golden Poultry,
Inc.(a subsidiary of the Company) shall be excluded from the
calculation of this ratio.
SECTION 11. Events of Default. Each of the following shall
constitute an "Event of Default" under this agreement:
(A) Payment Default. The Company should fail to make
any payment to, or to purchase any equity in, CoBank when due.
(B) Representations and Warranties. Any representation
or warranty made or deemed made by the Company herein or in any
Supplement, application, agreement, certificate, or other
document related to or furnished in connection with this
agreement or any Supplement, shall prove to have been false or
misleading in any material respect on or as of the date made or
deemed made.
(C) Certain Affirmative Covenants. The Company or, to
the extent required hereunder, its Subsidiaries should fail to
perform or comply with Sections 8(A) through 8(H)(ii), 8(H)(vi)
or any reporting covenant set forth in any Supplement hereto,
and such failure continues for 15 days after written notice
thereof shall have been delivered by CoBank to the Company.
(D) Other Covenants and Agreements. The Company or, to
the extent required hereunder, its Subsidiaries should fail to
perform or comply with any other covenant or agreement
contained herein or in any other Loan Document or shall use the
proceeds of any loan for an unauthorized purpose.
(E) Cross-Default. The Company should, after any
applicable grace period, breach or be in default under the
terms of any other agreement between the Company and CoBank.
(F) Other Indebtedness. The Company or, to the extent
required hereunder, its Subsidiaries should fail to pay when
due any indebtedness to any other person or entity for borrowed
money or any long-term obligation for the deferred purchase
price of property (including any capitalized lease), or any
other event occurs which, under any agreement or instrument
relating to such indebtedness or obligation, has the effect of
accelerating or permitting the acceleration of such
indebtedness or obligation, whether or not such indebtedness or
obligation is actually accelerated or the right to accelerate
is conditioned on the giving of notice, the passage of time, or
otherwise.
(G) Judgments. A judgment, decree, or order for the
payment of money shall be rendered against the Company or, to
the extent required hereunder, its Subsidiaries and either:
(i) enforcement proceedings shall have been commenced; (ii) a
Lien prohibited under Section 9(B) hereof shall have been
obtained; or (iii) such judgment in excess of $10,000,000,
decree, or order shall continue unsatisfied and in effect for a
period of 30 consecutive days without being vacated,
discharged, satisfied, or stayed pending appeal.
(H) Insolvency, Etc. The Company shall: (i) become
insolvent or shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they
come due; or (ii) suspend its business operations or a material
part thereof or make an assignment for the benefit of
creditors; or (iii) apply for, consent to, or acquiesce in the
appointment of a trustee, receiver, or other custodian for it
or any of its property or, in the absence of such application,
consent, or acquiescence, a trustee, receiver, or other
custodian is so appointed; or (iv) commence or have commenced
against it any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution, or liquidation
Law of any jurisdiction.
(I) Material Adverse Change. Any material adverse
change occurs, as reasonably determined by CoBank, in the
Company's financial condition, results of operation, or ability
to perform its obligations hereunder or under any instrument or
document contemplated hereby.
SECTION 12. Remedies. Upon the occurrence and during the
continuance of an Event of Default or any Potential Default,
CoBank shall have no obligation to continue to extend credit to
the Company and may discontinue doing so at any time without
prior notice. In addition, upon the occurrence and during the
continuance of any Event of Default, CoBank may, upon notice to
the Company, terminate any commitment and declare the entire
unpaid principal balance of the loans, all accrued interest
thereon, and all other amounts payable under this agreement,
all Supplements, and the other Loan Documents to be immediately
due and payable. Upon such a declaration, the unpaid principal
balance of the loans and all such other amounts shall become
immediately due and payable, without protest, presentment,
demand, or further notice of any kind, all of which are hereby
expressly waived by the Company. In addition, upon such an
acceleration:
(A) Enforcement. CoBank may proceed to protect,
exercise, and enforce such rights and remedies as may be
provided by this agreement, any other Loan Document or under
Law. Each and every one of such rights and remedies shall be
cumulative and may be exercised from time to time, and no
failure on the part of CoBank to exercise, and no delay in
exercising, any right or remedy shall operate as a waiver
thereof, and no single or partial exercise of any right or
remedy shall preclude any other or future exercise thereof, or
the exercise of any other right. Without limiting the
foregoing, CoBank may hold and/or set off and apply against the
Company's obligations to CoBank the proceeds of any equity in
CoBank, any cash collateral held by CoBank, or any balances
held by CoBank for the Company s account (whether or not such
balances are then due).
(B) Application of Funds. CoBank may apply all
payments received by it to the Company s obligations to CoBank
in such order and manner as CoBank may elect in its sole
discretion.
In addition to the rights and remedies set forth above: (i) if
the Company fails to purchase any equity in CoBank when
required or fails to make any payment to CoBank when due, then
at CoBank's option in each instance, such obligation or payment
shall bear interest at 4% per annum in excess of CoBank's
National Variable Rate; and (ii) after the maturity of any
loan, whether by reason of acceleration or otherwise, the
unpaid balance of the loan shall automatically bear interest at
4% per annum in excess of the rates that would otherwise be in
effect on such loan. All interest provided for herein shall be
payable on demand and shall be calculated from the date such
payment was due to the date paid on the basis of a year
consisting of 360 days.
SECTION 13. Broken Funding Surcharge. Notwithstanding any
provision contained in any Supplement giving the Company the
right to repay any loan prior to the date it would otherwise be
due and payable, the Company agrees that in the event it repays
any fixed rate balance prior to its scheduled due date or prior
to the last day of the fixed rate period applicable thereto
(whether such payment is made voluntarily, as a result of an
acceleration, or otherwise), the Company will pay to CoBank a
surcharge in an amount which would result in CoBank being made
whole (on a present value basis) for the actual or imputed
funding losses incurred by CoBank as a result thereof.
Notwithstanding the foregoing, in the event any fixed rate
balance is repaid as a result of the Company refinancing the
loan with another lender or by other means, then in lieu of the
foregoing, the Company shall pay to CoBank a surcharge in an
amount sufficient (on a present value basis) to enable CoBank
to maintain the yield it would have earned during the fixed
rate period on the amount repaid. Such surcharges will be
calculated in accordance with methodology established by CoBank
(a copy of which will be made available to the Company upon
request).
SECTION 14. Complete Agreement, Amendments. This
agreement, all Supplements, and all other instruments and
documents contemplated hereby and thereby, are intended by the
parties to be a complete and final expression of their
agreement. No amendment, modification, or waiver of any
provision hereof or thereof, and no consent to any departure by
the Company herefrom or therefrom, shall be effective unless
approved by CoBank and contained in a writing signed by or on
behalf of CoBank, and then such waiver or consent shall be
effective only in the specific instance and for the specific
purpose for which given. In the event this agreement is
amended or restated, each such amendment or restatement shall
be applicable to all Supplements hereto. The parties
acknowledge that this loan agreement does not supersede or
replace documentation with respect to existing loan agreements.
Specifically, Credit Agreement Dated as of August 9, 1995 By
and Among Gold ▇▇▇▇ Inc., as Borrower, Various Banks and
Lending Institutions, as Lenders, and Trust Company Bank, as
Agent, as amended, and Loan Agreement S0020D, as amended,
remain in full force and effect.
SECTION 15. Other Types of Credit. From time to time,
CoBank may issue letters of credit or extend other types of
credit to or for the account of the Company. In the event the
parties desire to do so under the terms of this agreement, such
extensions of credit may be set forth in any Supplement hereto
and this agreement shall be applicable thereto.
SECTION 16. Applicable Law. Except to the extent governed
by applicable federal law, this agreement and each Supplement
shall be governed by and construed in accordance with the laws
of the State of Georgia, without reference to choice of law
doctrine.
SECTION 17. Notices. All notices hereunder shall be in
writing and shall be deemed to be duly given upon delivery if
personally delivered or sent by telegram or facsimile
transmission, or 3 days after mailing if sent by express,
certified or registered mail, to the parties at the following
addresses (or such other address for a party as shall be
specified by like notice):
If to CoBank, as follows:
CoBank, ACB
Attention: Credit Department
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Company, as follows:
Gold ▇▇▇▇ Inc.
Attention: Vice President, Finance
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SECTION 18. Taxes and Expenses. To the extent allowed by
law, the Company agrees to pay all reasonable out-of-pocket
costs and expenses (including the fees and expenses of counsel
retained by CoBank) incurred by CoBank in connection with the
origination, administration, collection, and enforcement of
this agreement and the other Loan Documents, including, without
limitation, all costs and expenses incurred in perfecting,
maintaining, determining the priority of, and releasing any
security for the Company s obligations to CoBank, and any
stamp, intangible, transfer, or like tax payable in connection
with this agreement or any other Loan Document.
SECTION 19. Effectiveness and Severability. This agreement
shall continue in effect until: (i) all indebtedness and
obligations of the Company under this agreement, all
Supplements, and all other Loan Documents shall have been paid
or satisfied; (ii) CoBank has no commitment to extend credit to
or for the account of the Company under any Supplement; and
(iii) either party sends written notice to the other
terminating this agreement. Any provision of this agreement or
any other Loan Document which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or thereof.
SECTION 20. Successors and Assigns. This agreement, each
Supplement, and the other Loan Documents shall be binding upon
and inure to the benefit of the Company and CoBank and their
respective successors and assigns, except that the Company may
not assign or transfer its rights or obligations under this
agreement, any Supplement or any other Loan Document without
the prior written consent of CoBank.
SECTION 21. Participations, Etc. From time to time, CoBank
may sell to one or more banks or other financial institutions a
participation in one or more of the loans or other extensions
of credit made pursuant to this agreement. However, no such
participation shall relieve CoBank of any commitment made to
the Company under any Supplement hereto. In connection with
the foregoing, CoBank may disclose information concerning the
Company or any Subsidiary to
any participant or prospective participant, provided that such
participant or prospective participant agrees to keep such
information confidential.
IN WITNESS WHEREOF, the parties have caused this agreement to
be executed by their duly authorized officers as of the date
shown above.
CoBANK, ACB Gold ▇▇▇▇ Inc.
By: /s/ ▇▇▇▇▇▇ Little By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President Title: Treasurer
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