EXHIBIT 10.5
AGREEMENT
NOW on this the 24th day of March, 2003, comes Rite Way Oil & Gas Co.,
Inc., a Nebraska corporation, hereinafter referred to as "Rite Way" and Husker
Ag, LLC, a Nebraska limited liability company, hereinafter referred to as
"Husker".
For the consideration paid and to be paid for the transfer of Nebraska Ethanol
Production Tax Credits, Rite Way and Husker hereby agree as follows:
1. Husker may transfer up to Five hundred thousand dollars ($500,000.00) per
month in ethanol production credits to Rite Way. This transfer shall take
place by Husker's filing Nebraska Department of Revenue Form 92 (or its
amendment or replacement) and declaring therein the amount of the credit
which is to be transferred to Rite Way. The Nebraska Department of Revenue
shall notify Rite Way of the amount of credit which has been transferred to
Rite Way.
2. When Rite Way receives notification from the Nebraska Department of Revenue
of the amount of credit granted, Rite Way shall then complete Nebraska
Motor Vehicle Fuel Tax Return, From 73 (or its amendment or replacement),
and apply the amount of the transferred credit. Rite Way will then prepare
to pay Husker the amount of the credit less [* * *]. (The Credit Amount)
3. Rite Way shall pay the credit amount determined in paragraph two (2), to
Husker on or before the 25th day of each month. If the 25th day of the
month falls on a state or nationally recognized holiday or weekend, payment
shall be made by the next business day. Payment may be in the form of a
valid company check, money order, cashier's check, or electronic funds
transfer to the designated Husker account, as chosen by Husker. Continuing
late payment (defined as more than three times in a calendar year) or any
failure to pay for a period of ten (10) days beyond the due date, shall
give Husker an immediate right of cancellation.
4. In the event that any credit against motor vehicle fuel tax which is
transferred to Rite Way under the terms of this Agreement is rescinded by
the State of Nebraska or if for any reason Rite Way is required to repay
any of the motor vehicle fuel tax credits, then Husker shall immediately
upon demand, reimburse Rite Way for the amount lost or repaid by Rite Way.
5. Rite Way and Husker may increase the monthly amount above Five hundred
thousand dollars ($500,000.00) by mutual agreement as evidenced by a
written addendum to this Agreement.
6. This agreement shall continue for the entire term of the 536 Credits
received by Husker, which is expected to be approximately eight (8) years,
provided that
[* * *] Material has been omitted pursuant to a request for confidential
treatment and such material has been filed separately with the
Securities and Exchange Commission
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either party may cancel the same by giving written notice one year or more
in advance of the stated cancellation date.
7. All notices shall be served upon the parties by first class mail, certified
and return receipt requested, at the following addresses:
Rite Way Oil & Gas Co., Inc. Husker Ag, LLC
X.X. Xxx 00000 X.X. Xxx 00
8400 "I" St. Plainview, NE 68769
Xxxxx, XX 00000
Attention: Xxxx Xxxxxxx Attention: Xxxx Xxxxxxx
Phone (000) 000-0000 000-000-0000
Rite Way Oil & Gas Co., Inc. Husker Ag, LLC
By: /s/ B. Xxxxxx By: /s/ Xxxx Xxxxxxx
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Title: President Title: Chairman
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