Sprague Credit Agreement

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Revolving credit facilities under the credit agreement include: Sprague has updated its investor relations site with slides containing additional information on the upcoming acquisition. The presentation can be found on Sprague`s website at www.spragueenergy.com/investor-relations. Beginning in 1990, Sprague National Bank (`Sprague`) granted a series of loans to John and Dorothy Morken on the basis of certain loan contracts and certain notes. The Morkens implemented a security agreement for Sprague, which covered their inventory, agricultural products, equipment and receivables that were currently in possession or subsequently acquired. Sprague filed a UCC-1 guarantees statement with the Kansas Secretary of State. In 1994, John Morken purchased shares in some 1900 cattle from Hoxie Feeders, Inc. (`Hoxie`). Hoxie financed Morken`s cattle purchases. For each transaction, Morken entered into a loan agreement and a debt title in favour of Hoxie and a security agreement granting Hoxie a safety interest for cattle identified during the execution of the documents by the lot number. Hoxie did not make a UCC-1 funding statement to the Kansas Secretary of State, but honed his safety interest by retaking livestock in accordance with the Morken-Hoxie denpere agreements. On June 10, 1994, Morken and his wife filed for bankruptcy under 11 of the U.S. Bankruptcy Code.

After the bankruptcy proceedings began, Hoxie sold the cattle to the Iowa Beef Processors for slaughter. Following the sale of the cattle, the Morkens liquidator opened an investigation in the bankruptcy court to determine which party, Sprague or Hoxie, was entitled to the proceeds of the net sale. Hoxie and Sprague filed cross-petitions to make a summary judgment on the right to funds. The Bankruptcy Court granted Hoxie`s request for a summary decision and dismissed Sprague`s application. He found that both Sprague and Hoxie had perfected the safety interests of cattle, but Hoxie`s interest was the priority of Kansas UCC, Kan. Stat. Ann. This provision of the UCC gave a creditor with a PK value in the «super priority» portfolio when certain conditions were met, including the obligation for the creditor to send a specific notification to each competing party.

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