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JACKSON ENERGY
A louchsUMieEnerg>'Cooperative
115 Jackson Energy LaneMcKee, Kentucky 40447Telephone (606)
364-1000 • Fax (606 364-1007
June 7, 2017
Talina R. Mathews, Executive DirectorKentucky Public Service
Connnission211 Sower Boulevard ^ ,^\\0PO Box 615
Frankfort, KY 40602-0615
RE; PSC Case No. 2017-00112
Dr. Mathews:
The information contained with this letter, and enclosed, is In
accordance with paragraph4 of the Commission's Order dated March
31, 2017, in the above referenced case.JacksonEnergy Cooperative
Corporation ("Jackson Energy") completed the prepaymentto the Rural
Utilities Service and the refinancing with CoBank on May 25, 2017.
Thefinal amount of the CoBank loan was $26,613,944.29, which was
the amount used tocalculate the savings on Application Exhibit A
page 4 of4. Therefore, an update of thisexhibit is not required.
Enclosed are the Instruction Letter, Amendment to CreditAgreement,
and Single Advance Promissory Note and Supplement between CoBank
andJackson Energy.
Please contact me with any questions.
Sincerely,
Ryan HendersonVice President of Corporate Services
Enclosures
Jackson Energy Working for You
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COPY PCOBANKINSTRUCTION LETTER
March 10.2017
Mr Ryan Henderson, Vice President ofCorporate Services
RECEIVEDJackson Energy Cooperative Corporation115 Jackson Energy
Lane „,,, , „McKee, Kentucky 40447 ^ ^
Dear Mr. Henderson- Public ServiceCommission
assist you in managing the closing process This insmirimrfi .. °
^checklist, that willterms used and not defined in this letter have
the meaninor ^ 'Loan Document". Capitaii/edLoan Document. ^
S>ven to them in the Credit Agreement or any otherSjj^ing
instruclions for docum&nts thnf kc» j
document.s, and other documents to be delivered to the aSm below
Please return all signedself-addressed envelope has been indud^for
Anmsa^ton by e-mailing the signed documents to ciosing@cobrk^m oThi
processing of this
Loan Processing Closing Fax No (877) 222-1601 nmuiH^i .h .
f&Kmg the signed documents toore mailed promplly lo 6340 .Soalh
Hiddlem Gmen'ciiele, Gamn,^ vja™
condilioiKd upon Ihe^^ '̂tte'wtowirJlMTO'al?h^""*= ."".umenB
lisled below, IscoBa„bi„i,ss„.disem.ijfrdti:x;:ir.r4.:^ir„f^SIGNING
AUTHORITY OF BORROWER
authori^s^gJe?i^^*®ha"S^ incumbency certificate only ifthere are
changes, obtain ''"Emitted to CoBank IfSecretary or Assistant
Secretary comolete the renT r 'be resolution, and have thereceive
anew incunLnTSfS^ im^ireceived from you. ' y on the enclosed last
incumbency certificate we
signatures circled is included). ^ certificate (a copy with
authon'zed titles andBORROWER ITEMS TO BE DELIVERED OR
COMPLETED
C3^This Letter.
00071631 „ .Page11 .
❖
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^ y„urexi«i„gc™«.^ Supplement No. 0007163T0I.
•
Q Request for Loun,
Service AssMMion ( NRECA% and is accepmbJe lo CoBonk. the Rural
UtiliUes^fliL '*^°°°' """"" Co°[««)™ Rnoncc Crapo^n ("CTCl Tfe
BORROWER GENERAL DELIVERABLES
° sliSrL rav'̂ ip t'T^' '° i^Kiibtely available liuids in an
ranouMdiscbarge all S'Ui^ BiS^'s'!Ar''r°' R®™""™' and oilier
amounls neoessary loPraiSuyNoralsloS^TOI '"oron accoani of the
loansfs) being reflnaneed by
° Kr®s'!I^Vte'̂ "^d'T '̂Ti^fspma.^ bora RUS selling fonh, ra, of
Ihe closingss =so-?:s"r«^^
c^SliolZf";^'^ tas delenraned lbs. al,
closingdocnnanilfsllhalaracoanleraignedby^ZrfcIr^uT^ '̂̂ """
ADDITIONAL POST CLOSING AFFIHMATrVE COVFIVANTk rw« n .u jafter
the Qosing Date, or by such later date ns rnRnnir On or tefore the
date that is 180 daysobligation to continue to extSid credit
shallte ^ ^ Boirower in writing: CoBank'sacceptable in form and
substance to CoRnnir
-
BORROWKK ITEMS TO HE DELIVERED OR COM!'LETED POST CLOSING
• • Sapplemental Mortsage. Provide a suppicmcnlai mortgage
("Supplcmcnial Mortgage") thatencumbers owned and/or leased
property of the Borrower.
• ^rfect the fiisl priority lien on the security intemst In the
property described in the SuppiemenlalMortgage and provide to
CoBank satisfnctoiy evidence that the Supplemental Mortgage has
beenduly recorded as a mortgage on all real property, and duly
filed, recorded, or indexed as asecurity interest in all personal
property wherever CoBank shall request, all in accordance
withapplicable law.
• Furnish to CoBank recorded file stamped copies of the
Supplemental Mortgage along with proofIMt all required taxes, if
applicable, and fees have been paid in connection with the
SupplementalMortgage. '
• UCC-3. File a UCC Financing Statement Amendment (Form UCC3)
and accompanying UCCFinancing Statement Amendment Addendum (Form
U(X3Ad) (collectively, the "UCC-3"). TheUrc-3 ^ould be filed in the
appropriate filing ofilce of the State of Kentucky as a
transmittingutility. OtKe this LICC-3 is filed, deliver CoBank
afile stamped copy.
• Opinion of Counsel (Updated). At the closing of Supplement,
your attorney provided CoBank withRUS Mortgage has been recorded in
all ofthe applicable counties, and
the UCC-3 has been filed with the Kentucky Secretary of State,
have your attorney provide an updatedopinion of counsel ttat
includes, in addition to the opinions provided in the closing
opinion, opinionsconcerning the secunty documents, the lien
priorities and updated lien searches. The form of opinionIS
enclosed fw your use. Let us know if you or your attorney would
like or reed an electronic version
MunLl "" ° attorney work with our CoBank attorrey to complete
the opinion ofBorrower hereby reprraents that nothing in the
Borrower Oiganizational Documents has changed since such
^uments were last submiUcd to CoBank and the Borrower remains in
good standing in the jurisdiction of itsincorporation or
formation.
f rth Borrower hereby alTirms and/or reaffirms each and every
representation and warranty setforth herein and inany other Loan
Documents. ^This Insti^on I^er, each Promissory Note and any other
Loan Document may be executed in counterparts,
of wluch will con^tute an onginal. but all of which when taken
together will conshtute asingle contractMlv^ of mexecuted counterp^
of asignature page of this Instruction Letter, each Promissory Note
and anyother L^ Document by facsimile or other electronic means
will be as effective as delivery of a manuallyexecuted counterpart
of each such agreement.
Ifyou have any questions, contact oreofyour CoBank team
members:
IiistrucUonLetter-((XX)7I63I)Pagej3
-
CoBank Awtodale Specialty Phone Number E-mail AddressLuke Gaines
RclutiorLship Manager (800) .542-8072 ExI. 83220
[email protected] Mayabb Closer (800)542-8072 Ext. 04109
[email protected] Tolson Documcnialion (800) 542-8072 Ext.
06466 [email protected] Hulchison Paralegal (800) .542-8072
Ext. 04346 [email protected] Wingenter Responsible
Alloiroy (800) 542-8072 Ext. 06563 ewi [email protected]
Sincerely.
Elena Tolson
Instruoion LfiOer - {00071631)
SIGNATURE PAGE FOLLOWS
P&ge|4
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SIGNATURE PAGE TO INSTRUCTION LETTER
IN WITNESS WHEREOF, ihc parlies have eaitsed ihis Inslruclion
Lclter lo the Agreement to beexecuted by theirduly authorized
ofncer(s).
JACKSON ENERGY COOPERATIVE CORPORATION
^ i^VName: VO c.
Title: -=V Q.^T)
Instruction Letter - (00071631)Page|5
-
SIGNATURE PAGE TO INSTRUCTION LETTER
IN WITNESS WHEREOF, ihc parties have caused this Inslruction
Leller lo Ihc Agreement to beexecuted by tiieir duly autiiorimJ
orficcr(s).
COBANK, ACB
By:fonya Butler
Name: tTitle' Assistant Corporate Secretary
Instnicdon Letter-(0007J631) Page 16
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BCOBANK
COPY Amendment No. 0007 i631SLA -AAMKNDMENT TO CREDIT
AGREEMENT
coopi.^iTTi™ Jackson energyind roRiNiJ McKcu. Kcnlucky.
acoopcralivc corporalion (ihe "Borninier").and LUBANK, ACB. a
Icdcrally-chartcred iiiMrumcntaiity of the United Slates
("Lender"). CAiDitalizcd
Se^lwlow) '"»5i'nings assigned to .such tenns mthe Agrecmenl
(asRECITALS
n . Agreement Number 00071631 SLA dated as ofOcto^T 3. 2016
(s-ucli apvemenl. a.s may be amended, is hereinafter referred to
a.s the "Agreement")The Borrower and Lender now desire to amend the
Agreement. For that reason, and for valuable
aJi^sl-Jlfoi!: ^ efficiency of which are hereby acknowiedgtxl).
the Borrower and Under
I. SectiQn(s) 7.1 under Article 7of tlie Agreement is amended
and restated to read as follows-
AffSn^fnt!!! e^f^tf Covenants. Unle.ss olherwi.sc agreed to in
writing by Under, while this
•II k k Service Coverage Ratio. The Borrower and its
consolidated subsidiaries if anyUlnwtr' : ° Service Coverage RaS^
?a? ctefSSri be determined b^ averaging the twobS^fihiT "n°l?c
Borrower during the most recent three fiscal years. For
purposeshe^f, he term Debt Service Coverage Ratio" meaas the ratio
of; (a) net income (after taxes Ld aflSexDeni'amoniffion? gain or
loss), plus depreciationfmrS (ixpense, minus non-cash patronage,
and non-cash incometTI S, 'he period on all Ung-IS-nhi •?•' if* P
"S calculated on aconsolidated basis for theamicable penod
macreondance with the Accounting Standards). For purposes hereof,
"Long-Term
fhT*®""' •? '̂ o^^^bdated basis, the sum of (I) all indebtedness
for borrowedlYnrfinn' if Kf i '̂ at are evidenced by notes, bonds,
debentures or similar instruments, and (3) thatP, .p , ° respect to
capital leases or other capitalized agreements that are
properlyoiSTp«i'f 'H I contbrmity with Accounting Standards or that
are treated asopei^ing leares under regulations applicable to them
but that otherwise would be required to becapitalized under
Accounting Standards, in each case having amaturity of more than
one yeai- from theettenSfole at /'• f""" date but that is renewable
orexte^ible, at the Borrower soption, to adate more than one year
from such date or that arises under a
volving credit or similar agreement that obligates the iender(s)
to extend credit during aperiod of morenfim- If" •?' maturities in
respect of such indebtedness whether ornot required to be paid
within one year from the date of its creation.
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JACKSON ENERGY COOPERATIVE CORPORATIONMcKce, KentuckyAmendment
No. 0007163ISLA-A of Agreement No. 00071631 SLA
2. Except as expressly amended hereby, all of the
rcpnesenlalions, waminlies, terms covenants and-d each other Un.n
Document .shall remain unam^JllSd a!l3
otherwise unmodified and in full force and effect.
3. This Am^irani, each Promissory Note and any other Loan
Document may be executed incounterparts, cadi of which will
constitute an original, but all of which when taken toeether
willconstitute asingle contract. Delivery of an executed
counterpart of asign^unTp^l of this A^ndonhTr^nSll '̂nr ^
couMcq^n
SIGNATURE PAGEFOLLOWS
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JACKSON ENERGY COOPERATIVE CORPORATIONMcKcc. KcnluckyAmendment
No. (XX)71631 SLA-A ofAgreement No. 00071631 SLA
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT
this WHEREOF, llw parties hereto, by their duly uulhori/ed
orficers, have executed
JACKSON ENERGY COOPERATIVECORPORATION
By: Va...D\rv^.VName;
C"eS',(\evn V "V C-€ O
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JACKSON ENERGY COOPERATIVE CORPORATIONMcKce, KenluckyAmendmenl
No. 00071631SLA-A ofAgrmnenl No. 00071631 SLA
SIGNATUREPAGE TO PROMISSORYNOTE
IN WITNESS WHEREOF, llie parties have caused this Promissoiy
Note to the Credit Agreement to beexecuted by their duly authorized
officeKs).
COBANK, ACB
Tonya Butlei
Assistant Ck)rporate Secretary
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BCOBANK
COPYLoan No. 00071631 TOI
SINGLE ADVANCE TERM PROMISSORY NOTE
THIS SINGLE ADVANCE TERM PROMISSORY NOTE (ihis "Promissorv
Nnfp'M tn th.>
ACbT^-.'? r Ma,.h 10, M7JACKSO™^ °f andcorporalion (Inecter wiih
il, pcnnilM succa,«ra and a«igns, .he »Bor™;«T'T Cajilalized
temTwOtherwise derined in this Promissory Note will have the
meanings set Ibnh in the Credit Agreement.
roS?h^ r r. ADVANCE TERM COMMITMENT. On the terms and
condition.s setroiih in the Credit Agreement and this Promissory
Note, Under agrees to make a.single advance loan tothe Borrower in
an amount not to exceed $26,613,944.29 (tlie "Commitment").
SECTION 2. PURPOSE. The purpose of the Commitment is to
refinance the Borrower'scollectldy'̂ tS^ ^ (individually or
3f^l7 au 12.00 p.m. Denver, Colorado time on May
limits on ADVANCES, AVAILABILITY, ETC. Notwithstanding Article
2of
and^rthl cST' 'he conditions precedent set forth in the
Instruction UtterHnit lo h. Agi-eemcnl have been satisfied, the
loan will be made available to the Borrower on aarnilL ^ he made
available in asin^advance by Under wire transferring the proceeds
ofthe loan to RUS.SECTIONS. INTEREST. The Borrower agrees to pay
interest on the unpaid balance of theloan(s) in accordance with the
following interest rate option(s):
Quoted Variable Rate. At a rate per annum equal at all times to
the rate ofwm U week. The rate established by Underm I k" r'
Business Day of the next week. Each change in the rate will be
ajplicable
each insrance nn"rwfh,?"^- ^ hy Under in its sole discretion
inbalances and for such periods, as may bew1^ %fd^s I?) 'il! r°" a
"'at: (1) the minimum fixed periodI! mS -^7^ys^ (2) amounts may be
fixed in an amount not less than $.'500,000.00: and (3) the
maximummmber of fixes in p^ce at any one time will be ten. The
Borrower has selected afixed rate of 3.470%perannum through
thematurity dateof the loan.
the applicable rate option at the time it requests a loan
hereunder and may^bject to the limitations set forth above, elect
to convert balances bearing interest at the variable rareopnon to
one of the fixed rate options. If the Borrower fails to elect an
intfres ratS ora on SIa^c at the vanable .merest rate option. Upon
the expiration of any fixed rate Zriod InTZ Sllautomatraally accrue
at the vanable rate option unless the amount fixed is repaid or
fixed for an additional
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JACKSON ENERGY COOPERATIVE CORPORATIONMcKcc, KcniuckyPromlsKory
Note No. 0007163ITO1
period in accordam^ with the terms hereof. Notwithstanding the
foregoing, rates may not be fixed forpenods cxpmng aficr the
matunly date of the loans and rulas may not be fixed in such
amanner as tocause the Bomnv^ to have to break any fixed mte
balance in oaler to pay any installnLmT^XaTAH el^ions provided for
herein will be made telephonically or in writing and must be
received by 12:00niiic'i ^ calculated on the actual number of days
each ban is
d '̂"rfr f^ti ° will be payable monthly in anears by the
I _promissory note. The Borrower promises to repay the unpaid
principalIwlance of tlie loan in accordance with the schedule(s)
attached hereto as Exhibit B.
In ^lion 10 above, tiw Borrower promises to pay interest on the
unpaid principal balance of the loanat the umcs and maccordance
with the provisions set forth herein.
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JACKSON KNERGY COOPERATIVE CORPORATIONMcKcc,
KentuckyPromissaryNote No. 0007163ITOI
SIGNATURE PAGE TO PROMISSORY NOTE
JACKSON ENERGY COOPERATIVE CORPORATION
Nonw; QCLrta \ VO cv^NqVTilic: 4- CL^O
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JACKSON ENERGY COOPERATIVE CORTORATIGNMcKl-c,
KentuckyI'nimLssory Note No. 0007163ITOI
SIGNATURE PAGE TO PROMISSORY NOTE
IN WITNIJSS WHEREOF, the panics have caused this Promissory Note
to the Credit Acreement to beexecuted by theirduly nuthorized
orficeits).
COBANK, ACB
Name; Tonya ButterAssistant Corporate Secretary
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JACKSON ENER(;Y COOPERATIVE CORPORATIONMcKuc, KentuckyPromissory
Note No. 00071631701
KXHIBITA
To Promissory Note No.000716.11 TO I
DESCRIPTION OF EXISTING LOAN(S) TOBE REFINANCED
The ExistingLoan(s) is/nrc a.s foUows:
RUS 6^RUS 7-1RUS 7-2RUS 7-3RUS 7-4RUS 7-5RUS 7-6RUS 8-1RUS
8-2RUS 8-.1RUS 8-4RUS 8-.'?
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JACKSON Iin^jKRr.Y COOPKRATIVIi CORPORATIONMcKcc,
KentuckyPronrissory Note No. 00071631 TO I
EXHIBIT R
To Promissory Note No.(KX)7I63IT01
1 Payment Due Date Principal Payment AmountTotal
$26jil3JM4.29
tV2(V2017 $111,015.907/20/2017 $113,902.208/20/2017
$111,688.009/20/2017 $112,021.7010/20/2017 $114,878.50M/20/2017
$112,699.7012/20/2017 $115,536.601/20/2018 $113,381.702/20/2018
$113,720.503/20/2018 $121,461.504/20/2018 $114,423.205/20/2018
$117,209.506/20/2018 $115,115.307/2(V2018 $117,881 JO8/20/2018
$115,811.509/2Q/20I8 $116,157.6010/20/2018 $118,892.9011/20/2018
$116,859.9012/20/2018 $119,574.601/20/2019 $117,566.402/20/2019
$117,917.703/20/2019 $125J63.904/20/2019 $118,644.405/20/2019
$121J06.606/20/2019 $119J6I.307/20/2019 $122,002.608/20/2019
$120,082.509/20/2019 $120,441.4010/20/2019 $123,050.9011/20/2019
$121,168.9012/20/2019 $123,757.101/20/2020 $121,900.802/20/2020
$122,265.003/20/2020 $127,011.604/20/2020 $123,009.905/20/2020
$125J44.006/20/2020 $123,752.607/20/2020 $126J64.908/20/2020
$124,499.609/20/2020 $124,871.70
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JACKSON KNERCY COOI'ERATIVE CORPORATIONMcKec,
KentuckyPrnniissury Nolc No.0007I63IT0I
10/20/2020
11/20/2020
12/20/2020
1/20/2021
2/20/2021
.3/20/2021
4/20/2021
.5/20/2021
6/20/2021
7/20/2021
8/20/2021
9/20/2021
10/20/2021
11/20/2021
12/20/2021
1/20/2022
2/20/2022
-3/20/2022
4/20/2022
5/20/2022
6/20/2022
7/20/2022
8/20/2022
9/20/2022
10/20/202211/20/2022
12/20/2022
1/20/2023
2/20/2023
3/20/2023
4/20/2023
5/20/2023
6/20/2023
7/20/2023
8/20/2023
9/20/2023
10/20/202311/20/2023
12/20/2023
1/20/2024
2/20/2024
3/20/20244/20/2024
5/20/2024
6/20/2024
7/20/2024
8/20/2024
$127,351.10
$125.625..30$128,082.60
$126,383.40
$126,761.00$133,27.5.30
$127,538.00$129,939.20$128,307.40$1.30,685.90$129,081.30$129,467.00$131,811.50$130,247.70$132,569..30$131,033.00
$131,424.50$137,500.10
$132,228.10$134,491.50$133,025.10$135,265.10$133.826.80$134,226.60$136,431.30$135,035.40$137,216.30$13.5,848.90$136,2.54.80$141,87.5.90$137,085.90$139,206.60$1.37,911..50$140,007.90$138,741.90$139,156.50$141,216.40$139,994.20$142,029.50$140,836.90$141,257.80$144,832.10$142,112.60$144.085.70$142,967.80$144,915.80$143,828.00
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JACKSON KNliRGY COOI'liRATlVKCORPORATIONMcKec,
KentuckyPruniissory Nolc No.00071631 TO I
9/20/2024 $144,257.8010/20/2024 $146,167.9011/20/2024
$145,125.6012/20/2024 $147,010.201/20/2025 $ I45.998..502/20/2025
$146,434.703/20/2025 $151,098.204/20/2025 $I47..323.805/20/2025
$149,143.906/20/2025 $148,209.707/20/2025 $150,003.708/20/2025
$149,100.709/20/2025 $149,546.3010/20/2025 $15l..301.1011/20/2025
$1.50.445.2012/20/2025 $152,173.601/20/2026 $151,.349.402/20/2026
$151,801.703/20/2026 $155,960.204/20/2026 $1.52,721.305/20/2026
$1-54,382.906/20/2026 $153,638.907/20/2026 $1.55.273.608/20/2026
$154,562.009/20/2026 $155,023.8010/20/2026 $156,617.8011/20/2026
$1-55.955.0012/20/2026 $1-57,-521.601/20/2027 $1-56.891.702/20/2027
$157,360.-503/20/2027 $160,996.104/20/2027 $1-58.311.805/20/2027
$159,809.206/20/2027 $159,262.307/20/2027 $160.7-31.808/20/2027
$160,218..509/20/2027 $160,697.-3010/20/2027 $162,124.60! 1/20/2027
$161,661.8012/20/2027 $163,060.901/20/2028 $162,6-32.102/20/2028
$16.3,118.103/20/2028 $165,343.204/20/2028 $164,099.605/20/2028
$165,427.006/20/2028 $165,084.207/20/2028 $166,382.70
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JACKSON KNI^RGY COOPERATIVItCORI»ORATIONMcKia:,
KentuckyI*roraligiory Note No. (XJ0716.11 TO I
8/20/2028
9/20/2028
I0/2Q/2028
11/20/2028
12/20/2028
1/20/2029
2/20/2029
.1/20/2029
4/20/2029
.5/20/20296/20/2029
7/20/2029
8/20/2029
9/20/2029
10/20/202911/20/2029
12/20/2029
1/20/2030
2/20/2030
3/20/2030
4/20/20305/20/2030
6/20/2030
7/20/2030
8/20/2030
9/20/2030
10/2Qr203011/20/2030
12/20/20.10
1/20/2031
2/20/2031
3/20/2ail
4/20/2031
5/20/2031
6/20/2031
7/20/2031
8/20/20.11
$166,074.60$166,570.90$167,82.5.80$167,570.10$168,79.5.60$168,575.20$169.078.90$171,612.10$170.096.90$171,248.20$171,116.80$172,238.20
$172,142.80$172.657.20$173,7.33..10$17.3,69Z20$174,737.90$174,7.13.30$175,255.40$177,207.60$176,308.60$177,277.50$177,365.20$178,303.00$178,427.90$178,961.10$179,852.10$180,033.20$180,892.70
$181,111.70$181,652.90$183,00.1.10$182,742^0$183,522.40$183,836.90$184,584.70$184,937.80
10/20/2031 1.*ioj,tyu.w
$186,189.6011/20/2031 1 $186,601.0012/20/2031 1
$187,267.601/20/2032 1 $187,718.102/20/2032 1 $188279.00.1/20/2032
1 $188,951.204/20/2032 1 $189,406.205/20/2032 1 $189,989.99
