EXHIBIT 10(c)


<PAGE>
                              AMENDED AND RESTATED
                              MASTER LOAN AGREEMENT


      THIS MASTER LOAN  AGREEMENT is entered into as of March 14, 2001,  between
COBANK,  ACB  ("CoBank") and TELMARK LLC,  successor by merger to Telmark,  Inc.
pursuant to the  Certificate  of Merger dated June 29, 1998,  effective  July 1,
1998, Syracuse, NY (the "Company").

                                   BACKGROUND

     CoBank  and the  Company  are  parties  to a Master  Loan  Agreement  dated
February 1, 1996 (as amended, the "Existing  Agreement").  Pursuant to the terms
of the Existing  Agreement,  the parties  entered  into one or more  Supplements
thereto.  CoBank and the Company  now desire to amend and  restate the  Existing
Agreement and to apply such new agreement to the existing  Supplements,  as well
as any new Supplements  that may be issued  thereunder.  For that reason and for
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged),  CoBank and the Company hereby agree that the Existing  Agreement
shall be amended and restated, in its entirety, to read as follows:

     SECTION 1.  SUPPLEMENTS.  In the event the  Company  desires to borrow from
CoBank and CoBank is willing to lend to the Company,  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  Mountain  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.  307088754  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 Mountain
Time of its intent to pay by wire and funds  received  after 3:00 p.m.  Mountain
Time shall be  credited  on the next  business  day.  Checks  shall be mailed to
CoBank, Department 167, Denver, Colorado,  80291-0167 (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.
<PAGE>
     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).

                    (iii)  CERTIFICATION.  A  certification  by  an  officer  or
               employee  of the Company  acceptable  to CoBank  stating  that no
               Event of Default or Potential Event of Default has occurred.

               (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.
<PAGE>
     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 is in compliance with all of the
               terms of this  agreement,  and no Event of Default  or  Potential
               Default exists hereunder.

               (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 is 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:

               (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  such  qualification  is
     required;  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
<PAGE>
     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 including,
     without  limitation,  the lease  portfolio,  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,  the Company
               shall make available annual  financial  statements of the Company
               prepared  in  accordance  with GAAP  consistently  applied.  Such
               financial   statements  shall:  (a)  be  audited  by  independent
               certified  public   accountants   selected  by  the  Company  and
               acceptable  to  CoBank;  (b) 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 and member's
               equity,  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  quarter,  a
               balance  sheet of the  Company as of the end of such  quarter,  a
               statement  of income for the  Company for such period and for the
               period year to date, a report of the lease  portfolio  quality as
               of the  end  of  each  fiscal  quarter  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.

                    (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  which,  if  determined
               adversely to the Company, could have a material adverse effect on
               the financial  condition,  properties,  profits, or operations of
               the Company.

                    (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  may  require  the  Company  to  undertake  or to
<PAGE>
               contribute  to a cleanup or other  response  under  environmental
               Laws, or which seek penalties,  damages,  injunctive  relief,  or
               criminal sanctions 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.

                    (vi)  NOTICE  OF  OTHER  CREDIT  ARRANGEMENTS.  As  soon  as
               possible,  and in any event prior to incurring any  indebtedness,
               the  Company  will  notify  CoBank  of  the  amount,  terms,  and
               conditions  of  the  subject  indebtedness.  Notice  will  not be
               required with respect to: (A)  indebtedness  of the Company under
               this agreement;  (B) indebtedness  incurred prior to the the date
               of this  agreement;  and (C) accounts  payable to trade creditors
               for goods or services and current  operating  liabilities  (other
               than for borrowed  money),  in each case incurred in the ordinary
               course of business, as presently conducted.

                    (vii) 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.

                    (viii)  DEFAULT  CERTIFICATE.  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  certifying  that no Event of  Default  or
               Potential  Default  occurred  during the  period  covered by such
               statements,  or, if such an Event of Default or Potential Default
               occurred,  a  description  thereof and all action  taken or to be
               taken to remedy same.

                    (ix) ANNUAL BUDGETS.  As soon as available,  but in no event
               more than 30 days after the end of any fiscal year of the Company
               occurring during the term hereof,  copies of the Company's annual
               budgets and forecasts of operations.

                    (x) OTHER INFORMATION.  Such other information regarding the
               condition or operations,  financial or otherwise,  of the Company
               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.  Unless  otherwise  agreed to in writing by
CoBank, while this agreement is in effect the Company will not:

               (A) LIENS. Create, incur, assume, or allow to exist any mortgage,
     deed of trust, pledge, lien (including the lien of an attachment, judgment,
     or execution), security interest, or other encumbrance of any kind upon any
     of its property,  real or personal  (collectively,  "Liens"). The foregoing
     restrictions  shall not apply to: (i) Liens in favor of CoBank;  (ii) Liens
     for taxes,  assessments,  or  governmental  charges  that are not past due;
     (iii)  Liens  and  deposits  under  workers'   compensation,   unemployment
     insurance,  and social security Laws; (iv) Liens and deposits to secure the
     performance  of bids,  tenders,  contracts  (other than  contracts  for the
     payment of money),  and like obligations  arising in the ordinary course of
     business as conducted on the date hereof; (v) Liens imposed by Law in favor
     of  mechanics,  materialmen,  warehousemen,  and like  persons  that secure
     obligations   that  are  not  past  due;  (vi)  easements,   rights-of-way,
     restrictions,  and other similar  encumbrances which, in the aggregate,  do
     not  materially  interfere with the  occupation,  use, and enjoyment of the
     property or assets encumbered  thereby in the normal course of its business
     or materially  impair the value of the property subject thereto;  and (vii)
     Liens on  property  acquired  by the  Company  in the  ordinary  course  of
     business in satisfaction of debt owed to Company, provided that the Company
     shall undertake,  in accordance with industry practice, to dispose promptly
     of any such property.

               (B) MERGERS,  ACQUISITIONS,  ETC. Merge or  consolidate  with any
     other entity or acquire all or a material  part of the assets of any person
     or entity,  or form or create any new subsidiary or affiliate,  or commence
     operations  under any other name,  organization,  or entity,  including any
     joint venture.

               (C)  TRANSFER OF ASSETS.  Sell,  transfer,  lease,  or  otherwise
     dispose of any of its assets,  except in the  ordinary  course of business,
     provided,  however  that  during  each  fiscal year the Company may sell or
     transfer  assets  (excluding  sales of securitized  leases) up to 5% of the
     total assets of the Company as of the prior fiscal year end. Such sales may
     include  the sale of non-  recourse  interests  in loans or leases  sold to
     other lenders.  Notwithstanding  the foregoing,  the Company may securitize
     leases in an  amount  not to exceed  25% of the  total  liabilities  of the
     company provided that such  securitizations are accounted for as on-balance
     sheet financing.

               (D) LOANS.  Lend or advance  money,  credit,  or  property to any
     person or entity,  except for credit  extended  in the  ordinary  course of
     business.

               (E) CONTINGENT LIABILITIES. Assume, guarantee, become liable as a
     surety, endorse,  contingently agree to purchase, or otherwise be or become
     liable, directly or indirectly (including,  but not limited to, by means of
     a maintenance agreement, an asset or stock purchase agreement, or any other
     agreement  designed to ensure any creditor against loss), for or on account
     of the  obligation of any person or entity,  except by the  endorsement  of
     negotiable instruments for deposit or collection or similar transactions in
     the  ordinary  course of the  Company's  business  and except for  recourse
     obligations relative to the sale of assets.

               (F) CHANGE IN  BUSINESS.  Engage in any  business  activities  or
     operations  substantially  different  from or  unrelated  to the  Company's
     present business activities or operations.

               (G)  TRANSACTIONS  WITH  AFFILIATES.  Invest in Agway Inc. or its
     subsidiaries  whether  by lease,  loan of funds,  purchase  of  equity,  or
     otherwise.  Notwithstanding  the above,  the Company may a) make short-term
     loans of funds not to exceed $5,000,000.00 in the aggregate at any one time
     outstanding to Agway Inc. or its subsidiaries and b) in the ordinary course
     of  business,  enter into  leasing  transactions  with  Agway  Inc.  or its
     subsidiaries in an aggregate amount not to exceed 5% of the total assets of
     the Company.

               (H)  DISTRIBUTIONS.  Declare or make,  or incur any  liability to
     make, any  distributions  of any kind in respect of equity interests in the
     Company in excess of 50% of Net Income (as  determined in  accordance  with
     GAAP consistently applied) earned by the Company after June 30, 2000.

     SECTION 10.  FINANCIAL  COVENANTS.  Unless  otherwise agreed to in writing,
while this agreement is in effect:

               (A) TOTAL LIABILITIES TO EQUITY. The Company will have at the end
     of each  reporting  period a ratio of total  liabilities  to  equity  of no
     greater than 6:1. For the purposes of this  calculation,  total liabilities
     are defined as total  liabilities less  non-interest  bearing  subordinated
     borrowings from Agway, Inc. and its subsidiaries.  Equity is defined as net
     worth plus subordinated borrowings from Agway, Inc. and its subsidiaries.

               (B) INTEREST  COVERAGE.  The Company will have at the end of each
     reporting period a ratio of net income (before taxes) plus interest expense
     to interest expense for such period (all determined in accordance with GAAP
     consistently  applied) of not less than 1.25:1 measured on a rolling twelve
     month basis.
<PAGE>
               (C)  TANGIBLE NET WORTH.  The Company will at all times  maintain
     Tangible Net Worth (as  determined  in  accordance  with GAAP  consistently
     applied) in an amount not less than $85,000,000 for each fiscal year ending
     after June 30, 2000.

     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  should fail to
     perform or comply with Sections  8(A) through  8(H)(ii),  8(H)(vi)  through
     8(H)(x),  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 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 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 and either:  (i)  enforcement
     proceedings shall have been commenced; (ii) a Lien prohibited under Section
     9(A) hereof shall have been obtained;  or (iii) such judgment,  decree,  or
     order  shall  continue  unsatisfied  and  in  effect  for  a  period  of 20
     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.
<PAGE>
               (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 2% 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 2% 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 prepayment surcharge consisting of: (i) any funding
losses incurred by CoBank as as a result thereof,  and (ii) a per annum yield of
1/2 of 1% on the amount  prepaid for the period such amount was  scheduled to to
have been outstanding at such fixed rate.  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).
<PAGE>
     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.

     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  Colorado,  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:                         If to the Company, as follows:
CoBank, ACB                                       Telmark LLC
5500 South Quebec Street                          ATTN: Secretary
Greenwood Village, CO 80111                       333 Butternut Drive
ATTN: Corporate Finance                           DeWitt, NY  13214
FAX#: (303) 694-5830                              FAX#: (315) 449-7831

     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
<PAGE>
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,  financial  institutions or other lenders a participation  in the
loans 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 and its  subsidiaries  to any  participant or prospective
participant provided that such participant or prospective  participant agrees to
keep such information confidential.  CoBank agrees that all loans made by CoBank
that  are  retained  for its own  account  and  are  not  included  in a sale of
participation   interest  shall  be  entitled  to  patronage   distributions  in
accordance with the bylaws of CoBank and its practices and procedures related to
patronage distribution.  Accordingly,  and unless otherwise agreed to by CoBank,
all loans that are included in a sale of a  participation  interest shall not be
entitled to patronage  distributions.  A sale of a  participation  interest in a
loan may  include  the  granting of certain  voting  rights to the  participants
regarding  the  loan,  including,  but not  limited  to,  rights  regarding  the
administration,  servicing  and  enforcement  of such  Loan.  The  agreement  of
participants  (including CoBank, as the seller of participation  interests) with
more than 66 2/3 percent of the Commitment (but in no case fewer than 2 lenders)
will be  required  for any loan  modification;  except that  extending  maturity
dates,  increasing the size of the  commitment,  changing  interest rates and/or
fees  or  the  calculation  thereof,  increasing  a  participants  share  of the
commitment,  or release of  collateral  (other than in the normal  course of the
Company's  business),  shall  require  a  unanimous  vote  of all  participants.
Notwithstanding  anything in this Agreement to the contrary,  CoBank agrees that
it  shall  obtain  the  consent  of  the  Company  prior  to  the  sale  of  any
participation interest, which consent shall not be unreasonably withheld.

     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                            TELMARK LLC

BY:    /S/RALPH LAWRENCE               BY:    /S/KAREN J. OHLIGER
       ------------------------------         ----------------------------------



TITLE: VICE PRESIDENT                  TITLE: TREASURER
       ------------------------------         ----------------------------------
<PAGE>