EXHIBIT 10.2
CHANGE IN TERMS AGREEMENT
--------------------- --------------- -------------- ------------ --------------- -------------- ---------- ------------
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL/COLL ACCOUNT OFFICER INITIALS
$19,533,458.94 12-19-2001 01-31-2004 53455 47/400 119284 JB
--------------------- --------------- -------------- ------------ --------------- -------------- ---------- ------------
------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to
any particular loan or item. Any item above containing "* * *" has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------
BORROWER: HUSKER AG, LLC LENDER: XXXXXXX BANK NATIONAL ASSOCIATION
(TIN: 00-0000000) 0000 XX 0XX XX
XX XXX 00 XX XXX 0000
XXXXXXXXX, XX 00000 ST CLOUD, MN 56302
================================================================================
PRINCIPAL AMOUNT: $19,533,458.94 DATE OF AGREEMENT: JUNE 28, 2003
DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE DATED 12-19-2001 IN THE
ORIGINAL PRINCIPAL AMOUNT OF $20,000,000.00.
DESCRIPTION OF CHANGE IN TERMS. EXTEND MATURITY DATE.
PROMISE TO PAY. HUSKER AG, LLC ("Borrower") promises to pay to XXXXXXX BANK
NATIONAL ASSOCIATION ("Lender"), or order, in lawful money of the United States
of America, the principal amount of Nineteen Million Five Hundred Thirty-three
Thousand Four Hundred Fifyty-eight & 94/100 Dollars ($19,533,458.94), together
with interest on the unpaid principal balance from December 1, 2003, until paid
in full.
PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan on demand. Payment in full is due immediately upon
Lender's demand. If no demand is made, Borrower will pay this loan in accordance
with the following payments schedule: one monthly principal and interest payment
of $285,774.29, beginning December 31, 2003, with interest calculated on the
unpaid principal balances at an interest rate based on the WALL STREET JOURNAL
PRIME RATE (currently 4.000%), plus a margin of 1.250 percentage points,
resulting in an initial interest rate of 5.250%; and one principal and interest
payment of $19,420,545.45 on January 31, 2004, with interest calculated on the
unpaid principal balances at an interest rate based on the WALL STREET JOURNAL
PRIME RATE 9currently 4.000%), plus a margin of 1.250 percentage points,
resulting in an initial interest rate of 5.250%. This estimated final payment is
based on the assumption that all payments will be made exactly as scheduled and
that the Index does not change; the actual final payment will be for all
principal and accrued interest not yet paid, together with any other unpaid
amounts under this Agreement. unless otherwise agreed or required by applicable
law, payments will be applied first to any accrued unpaid interest; then to
principal; and then to any unpaid collection costs. Interest on this Agreement
is computed on a 365/360 simple interest basis; that is, by applying the ratio
of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding. Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change
from time to time based on changes in an independent index which is the WALL
STREET JOURNAL PRIME RATE (the "Index"). The Index is not necessarily the lowest
rate charged by Lender on its loans. If the Index becomes unavailable during the
term of this loan, Lender may designate a substitute index after notice to
Borrower. Lender will tell Borrower the current Index rate upon Borrower's
request. The interest rate change will not occur more often than each DAY.
Borrower understands that Lender may make loans based on other rates as well.
The index currently is 4.000% per annum. The interest rate or rates to be
applied to the unpaid principal balance of the Note will be the rate or rates
set forth herein in the "Payment" section. Notwithstanding any other provision
of this Agreement, after the first payment stream, the interest rate for each
subsequent payment stream will be effective as of the last payment date of the
just-ending payment stream. NOTICE: Under no circumstances will the interest on
the Note be more than the maximum rate allowed by applicable law. Whenever
increases occur in the interest rate, Lender, at its option, may do one or more
of the following: (A) increase Borrower's payments to ensure Borrower's loan
will pay off by its original final maturity date, (B) increase Borrower's
payments to cover accruing interest, (C) increase the number of Borrower's
payments, and (D) continue Borrower's payments at the same amount and increase
Borrower's final payment.
PREPAYMENT PENALTY. Upon prepayment of this Agreement, Lender is entitled to the
following prepayment penalty: THIS NOTE MAY NOT BE PREPAID, EITHER IN WHOLE OR
IN PART, EXCEPT AS PROVIDED HEREIN. EFFECTIVE DECEMBER 23, 2003 THIS NOTE MAY BE
PREPAID AT ANY TIME IN WHOLE OR IN PART UPON 10 DAYS WRITTEN NOTICE TO THE
HOLDER HEREOF AND UPON PAYMENT OF A PREPAYMENT PREMIUM IN AN AMOUNT EQUAL TO
3.0% OF THE AMOUNT OF SUCH PREPAYMENT DURING THE CONSTRUCTION PERIOD, 5.0% OF
THE AMOUNT OF SUCH PREPAYMENT DURING YEAR ONE FOLLOWING THE CONSTRUCTION PERIOD,
4.0% OF THE AMOUNT OF SUCH PREPAYMENT DURING THE YEAR TWO FOLLOWING THE
CONSTRUCTION PERIOD, 3.0% OF THE AMOUNT OF SUCH PREPAYMENT DURING THE YEAR THREE
FOLLOWING THE CONSTRUCTION PERIOD, 2.0% OF THE AMOUNT OF SUCH PREPAYMENT DURING
YEAR FOUR FOLLOWING THE CONSTRUCTION PERIOD, AND 1.0% OF THE AMOUNT OF SUCH
PREPAYMENT DURING YEAR FIVE FOLLOWING THE CONSTRUCTION PERIOD. ALL PREPAYMENTS
SHALL, AT THE OPTION OF THE HOLDER HEREOF, FIRST BE APPLIED TO ACCRUED INTEREST
AND THE REMAINDER THEREOF TO PRINCIPAL. NOT WITHSTANDING ANY SUCH PREPAYMENT(S),
CHANGE IN TERMS AGREEMENT
LOAN NO. 53455 (CONTINUED) PAGE 2
================================================================================
UNTIL THE PRINCIPAL AMOUNT OF THIS NOTE AND ALL INTEREST THEREON IS PAID IN
FULL, THE MAKER HEREOF SHALL CONTINUE TO MAKE INSTALLMENT PAYMENTS OF P;RINCIPAL
AND INTEREST IN THE AMOUNTS AND AT THE TIMES PROVIDED HEREIN. Except for the
foregoing, Borrower may pay all or a p;ortion of the amount owed earlier than it
is due. Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower's obligation to continue to make payments under the payment
schedule. Rather, early payments will reduce the principal balance due and may
result in Borrower's making fewer payments. Borrower agrees not to send Lender
payments marked "paid in full", "without recourse", or similar language. If
Borrower sends such a payment, Lender may accept it without losing any of
Lender's rights under this Agreement, and ?Borrower will remain obligated to pay
any further amount owed to Lender. All written communications concerning
disputed amounts, including any check or other payment instrument that indicates
that the payment constitutes "payment in full" of the amount owed or that is
tendered with other conditions or limitations or as full satisfaction of a
disputed amount must be mailed or delivered to: XXXXXXX BANK NATIONAL
ASSOCIATION, 0000 XX 0XX XX, XX. XXXXX, XX 00000-0000.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, the total sum due under this Agreement will bear interest from the
date of acceleration or maturity at the variable interest rate on this
Agreement. The interest rate will not exceed the maximum rate permitted by
applicable law.
DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:
PAYMENT DEFAULT. Borrower fails to make any payment when due under the
indebtedness.
OTHER DEFAULTS. Borrower fails to comply with or to perform any other
term, obligation, covenant or condition contained in this Agreement or in
any of the Related Documents or to comply with or to perform any term,
obligation, covenant or condition contained in any other agreement between
Lender and Borrower.
DEFAULT IN FAVOR OF THIRD PARTIES. Borrower defaults under any loan,
extension of credit, security agreement, purchase or sales agreement, or
any other agreement, in favor of any other creditor or person that may
materially affect any of Borrower's property or Borrower's ability to
perform Borrower's obligations under this Agreement or any of the related
Documents.
FALSE STATEMENTS. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf under this
Agreement or the Related Documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.
DEATH OR INSOLVENCY. The dissolution of Borrower (regardless of whether
election to continue is made), any member withdraws from Borrower, or any
other termination of Borrower's existence as a going business or the death
of any member, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower's property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.
CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the indebtedness. This
includes a garnishment of any of Borrower's accounts, including deposit
accounts, with Lender. However, this Event of Default shall not apply if
there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of the
creditor or forfeiture proceeding and deposits with Lender monies or a
surety bond for the creditor or forfeiture proceeding, in an amount
determined by Lender. In its sole discretion, as being an adequate reserve
or bond for the dispute.
EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
respect to any guarantor, endorser, surety, or accommodation party of any
of the indebtedness or any guarantor, endorser, surety, or accommodation
party dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any Guaranty of the indebtedness evidenced by this
Note. In the event of a death, Lender, at its option, may, but shall not
be required to, permit the guarantor's estate to assume unconditionally
the obligations arising under the guaranty in a manner satisfactory to
Lender, and, in doing so, cure any Event of Default.
ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment of performance of
the indebtedness is impaired.
INSECURITY. Lender in good faith believes itself insecure.
CURE PROVISIONS. If any default, other than a default in payment is
curable and if Borrower has not been given a notice of a breach of the
same provision of this Agreement within the preceding twelve (12) months,
it may be cured (and no event of default will have occurred) if Borrower,
after receiving written notice from Lender demanding cure of such default:
(1) cures the default within fifteen (15) days; or (2) if the cure
requires more than fifteen (15) days, immediately initiates steps which
USKER AG, LLC
Lender deems in Lender's sole discretion to be sufficient to cure the
default and thereafter continues and completes all reasonable and
necessary steps sufficient to produce compliance as soon as reasonably
practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Agreement and all accrued unpaid interest immediately due, and
then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Agreement if Borrower does not pay. Borrower will pay Lender that amount.
This includes, subject to any limits under applicable law, Lender's reasonable
attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit,
including reasonable attorneys' fees, expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction) and
appeals. If not prohibited by applicable law, Borrower also will pay any court
costs, in addition to all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.
GOVERNING LAW. This Agreement will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Minnesota. This
Agreement has been accepted by Lender in the State of Minnesota.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any XXX or Xxxxx accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.
COLLATERAL. Borrower acknowledges this Agreement is secured by COLLATERAL AS
DESCRIBED IN THE FOLLOWING DOCUMENTS: DEED OF TRUST, ASSIGNMENT OF RENTS AND
SECURITY AGREEMENT FROM BORROWER TO LENDER DATED 12-19-01.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligations(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s) including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension modification or release, but also to all such subsequent
actions.
LATE CHARGE. SHOULD BORROWER FAIL TO PAY ANY PAYMENT REQUIRED DURING THE TERM OF
THIS LOAN, OR TO PAY THE INDEBTEDNESS UPON THE MATURITY OF THIS LOAN, AND SHOULD
ANY SUCH AMOUNT REMAIN UNPAID FOR A PERIOD OF TEN (10) DAYS FOLLOWING ITS DUE
DATE, THEN BORROWER AGREES AND COVENANTS TO PAY TO LENDER A LATE CHARGE IN THE
AMOUNT OF FIVE PERCENT (5%) OF ANY SUCH AMOUNT, INCLUDING THE AMOUNT DUE AND
PAYABLE AT MATURITY.
ADDITIONAL COVENANTS.
A) NO DISTRIBUTIONS WITHOUT PRIOR LENDER APPROVAL AND ISSUANCE OF THE USDA LOAN
NOTE GUARANTEE.
B) MINIMUM 40% BALANCE SHEET TANGIBLE NET WORTH MUST BE MAINTAINED
C) DEBT SERVICE COVERAGE RATIO OF AT LEAST 1.20x AFTER DISTRIBUTIONS.
SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on
transfer of Borrower's interest, this Agreement shall be binding upon and inure
to the benefit of the parties, their successors and assigns. If ownership of the
Collateral becomes vested in a person other than Borrower, Lender, without
notice to Borrower, may deal with Borrower's successors with reference to this
Agreement and the indebtedness by way of forbearance or extension without
releasing Borrower from the obligations of this Agreement or liability under the
indebtedness.
MISCELLANEOUS PROVISIONS. This Agreement is payable on demand. The inclusion of
specific default provisions or rights of Lender shall not preclude Lender's
right to declare payment of this Agreement on its demand. Lender may delay or
forgo enforcing any of its rights or remedies under this Agreement without
losing them. Borrower and any other person who signs, guarantees or endorses
this Agreement, to the extent allowed by law, waive presentment, demand for
payment, and notice of dishonor. Upon any change in the terms of this Agreement,
CHANGE IN TERMS AGREEMENT
LOAN NO. 53455 (CONTINUED) PAGE 4
================================================================================
and unless otherwise expressly stated in writing, no party who signs this
Agreement, whether as maker, guarantor, accommodation maker or endorser, shall
be released from liability. All such parties agree that Lender may renew or
extend (repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fall to realize upon or perfect Lender's
security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also
agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Agreement are joint and several.
SECTION DISCLOSURE. This loan is made under Minnesota Statutes, Section 47.59.
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER
AGREES TO THE TERMS OF THE AGREEMENT.
BORROWER:
HUSKER AG, LLC
BY: BY:
-------------------------- --------------------------
XXXX XXXXXXX, CHAIRMAN OF XXXX XXXXX, SECRETARY OF
HUSKER AG, LLC HUSKER AG, LLC
BY: (SEAL) BY: (SEAL)
-------------------------- --------------------------
XXXXX XXXXXXXXX, VICE XXXX XXXXXXXXX, TREASURER OF
CHAIRMAN OF HUSKER AG, LLC HUSKER AG, LLC
WHEN RECORDED MAIL TO:
XXXXXXX BANK NATIONAL ASSOCIATION
0000 XX 0XX XX
XX XXX 0000
XX XXXXX, XX 00000 FOR RECORDER'S USE ONLY
--------------------------------------------------------------------------------
MODIFICATION OF DEED OF TRUST
THIS MODIFICATION OF DEED OF TRUST DATED DECEMBER 23, 2003, IS MADE AND EXECUTED
BETWEEN HUSKER AG, LLC, F/K/A HUSKER AG PROCESSING, LLC, A NEBRASKA LIMITED
LIABILITY COMPANY WHOSE ADDRESS IS XX XXX 00, XXXXXXXXX, XX 00000 ("TRUSTOR")
AND XXXXXXX BANK NATIONAL ASSOCIATION, 0000 XX 0XX XX, XX XXX 0000, XX XXXXX, XX
00000 ("LENDER").
DEED OF TRUST. Lender and Trustor have entered into a Deed of Trust dated
December 19, 2001 (the "Deed of Trust") which has been recorded in XXXXXX
County, State of Nebraska, as follows:
RECORDED DECEMBER 26, 2001, IN BOOK 137 OF MORTGAGES, PAGE 316, IN XXXXXX
COUNTY, NEBRASKA.
REAL PROPERTY DESCRIPTION. The Deed of Trust covers the following described real
property located in XXXXXX County, State of Nebraska:
See EXHIBIT "A" which is attached to this Modification and made a part of
this Modification as if fully set forth herein.
The Real Property or its address is commonly known as XXXXXXX 00 XXXX,
XXXXXXXXX, XX 00000. The Real Property tax identification number is 000000000.
MODIFICATION. ender and Trustor hereby modify the Deed of Trust as follows:
EXTEND MATURITY DATE TO SEPTEMBER 31, 2004.
CONTINUING VALIDITY. Except as expressly modified above, the terms of the
original Deed of Trust shall remain unchanged and in full force and effect.
Consent by Lender to this Modification does not waive Lender's right to require
strict performance of the Deed of Trust as changed above nor obligate Lender to
make any future modifications. Nothing in this Modification shall constitute a
satisfaction of the promissory note or other credit agreement secured by the
Deed of Trust (the "Note"). It is the intention of Lender to retain as liable
all parties to the Deed of Trust and all parties, makers and endorsers to the
Note, including accommodation parties, unless a party is expressly released by
Lender in writing. Any maker or endorser, including accommodation makers, shall
not be released by virtue of this Modification. If any person who signed the
original Deed of Trust does not sign this Modification, then all persons signing
below acknowledge that this Modification is given conditionally, based on the
representation to Lender that the non-signing person consents to the changes and
provisions of this modification or otherwise will not be released by it. This
waiver applies not only to any initial extension or modification, but also to
all such subsequent actions.
TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF DEED
OF TRUST AND TRUSTOR AGREES TO ITS TERMS. THIS MODIFICATION OF DEED OF TRUST IS
DATED DECEMBER 23, 2003.
TRUSTOR:
HUSKER AG, LLC
BY:
------------------------------------------------
XXXX XXXXXXX, CHAIRMAN OF HUSKER AG, LLC
BY:
------------------------------------------------
XXXX XXXXX, SECRETARY OF HUSKER AG, LLC
BY:
------------------------------------------------
XXXXX XXXXXXXXX, VICE CHAIRMAN OF HUSKER AG, LLC
BY:
------------------------------------------------
XXXX XXXXXXXXX, TREASURER OF HUSKER AG, LLC
LENDER:
X
------------------------------------------------
AUTHORIZED OFFICER
--------------------------------------------------------------------------------
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
STATE OF )
-----------------------------------
) SS
COUNTY OF )
----------------------------------
ON THIS ________ DAY OF __________________, 20____, BEFORE ME, THE UNDERSIGNED
NOTARY PUBLIC, PERSONALLY APPEARED XXXX XXXXXXX, CHAIRMAN; XXXX XXXXX,
SECRETARY; XXXXX XXXXXXXXX, VICE CHAIRMAN; XXXX XXXXXXXXX, TREASURER; OF HUSKER
AG, LLC, AND KNOWN TO ME TO BE PARTNERS OR DESIGNATED AGENTS OF THE LIMITED
LIABILITY COMPANY THAT EXECUTED THE MODIFICATION OF DEED OF TRUST AND
ACKNOWLEDGED THE MODIFICATION TO BE THE FREE AND VOLUNTARY ACT AND DEED OF THE
LIMITED LIABILITY COMPANY, BY AUTHORITY OF STATUTE, ITS ARTICLES OF ORGANIZATION
OR ITS OPERATING AGREEMENT, FOR THE USES AND PURPOSES THEREIN MENTIONED, AND ON
OATH STATED THAT THEY ARE AUTHORIZED TO EXECUTE THIS MODIFICATION AND IN FACT
EXECUTED THE MODIFICATION ON BEHALF OF THE LIMITED LIABILITY COMPANY.
BY
--------------------------------------------------------
NOTARY PUBLIC IN AND FOR THE STATE OF
---------------------
RESIDING AT
-----------------------------------------------
MY COMMISSION EXPIRES
-------------------------------------
MODIFICATION OF DEED OF TRUST
LOAN NO: 53455 (CONTINUED) PAGE 3
LENDER ACKNOWLEDGMENT
--------------------------------------------------------------------------------
STATE OF )
-----------------------------------
) SS
COUNTY OF )
----------------------------------
ON THIS ________ DAY OF __________________, 20____, BEFORE ME, THE UNDERSIGNED
NOTARY PUBLIC, PERSONALLY APPEARED __________________________, AND KNOWN TO ME
TO BE THE __________________________________ AUTHORIZED AGENT FOR THE LENDER
THAT EXECUTED THE WITHIN AND FOREGOING INSTRUMENT AND ACKNOWLEDGED SAID
INSTRUMENT TO BE THE FREE AND VOLUNTARY ACT AND DEED OF THE SAID LENDER, DULY
AUTHORIZED BY THE LENDER THROUGH ITS BOARD OF DIRECTORS OR OTHERWISE, FOR THE
USES AND PURPOSES THEREIN MENTIONED, AND ON OATH STATED THAT HE OR SHE IS
AUTHORIZED TO EXECUTE THIS SAID INSTRUMENT AND THAT THE SEAL AFFIXED IS THE
CORPORATE SEAL OF SAID LENDER.
BY
--------------------------------------------------------
NOTARY PUBLIC IN AND FOR THE STATE OF
---------------------
RESIDING AT
-----------------------------------------------
MY COMMISSION EXPIRES
-------------------------------------
DISBURSEMENT REQUEST AND AUTHORIZATION
--------------------- --------------- -------------- ------------ --------------- -------------- ---------- ------------
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL/COLL ACCOUNT OFFICER INITIALS
$19,533,458.94 12-19-2001 01-31-2004 53455 47/400 119284 JB
--------------------- --------------- -------------- ------------ --------------- -------------- ---------- ------------
------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to
any particular loan or item. Any item above containing "* * *" has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------
BORROWER: HUSKER AG, LLC LENDER: XXXXXXX BANK NATIONAL ASSOCIATION
(TIN: 00-0000000) 0000 XX 0XX XX
XX XXX 00 XX XXX 0000
XXXXXXXXX, XX 00000 ST CLOUD, MN 56302
================================================================================
LOAN TYPE. This is a Variable Rate Nondisclosable Draw Down Line of Credit Loan
to a Limited Liability Company for $19,533,458.94 due on January 31, 2004. The
reference rate (based on WALL STREET JOURNAL PRIME RATE) is added to the margin
of 1.250%, resulting in an initial rate of 5.250. This is a secured renewal
loan.
PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:
|_| Maintenance of Borrower's Primary Residence.
|_| Personal, Family or Household Purposes or Personal Investment.
|_| Agricultural Purposes.
|X| Business Purposes.
SPECIFIC PURPOSE. The specific purpose of this loan is: CONSTRUCT A 20 MGY
CAPACITY ETHANOL PLANT IN PLAINVIEW NE.
FLOOD INSURANCE. As reflected on Flood Map No. 310466 0025B dated 06-04-1987,
for the community of XXXXXX COUNTY, some of the property that will secure the
loan is not located in an area that has been identified by the Director of the
Federal Emergency Management Agency as an area having special flood hazards.
Therefore, although flood insurance may be available for the property, no
special flood hazard insurance is required by law for this loan.
DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
saisfied. Please disburse the loan proceeds of $19,533,458.94 as follows:
OTHER DISBURSEMENTS: $19,533,458.94
$19,533,458.94 EXTEND NOTE #53455
-----------------
NOTE PRINCIPAL: $19,533,458.94
CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges:
PREPAID FINANCE CHARGES PAID IN CASH: $0.00
OTHER CHARGES PAID IN CASH: $20.50
$20.50 FILING / RECORDING FEES
-----------------
TOTAL CHARGES PAID IN CASH: $20.50
FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED DECEMBER 23, 2003.
BORROWER:
HUSKER AG, LLC
BY: (SEAL) BY: (SEAL)
-------------------------- --------------------------
XXXX XXXXXXX, CHAIRMAN OF XXXX XXXXX, SECRETARY OF
HUSKER AG, LLC HUSKER AG, LLC
BY: (SEAL) BY: (SEAL)
-------------------------- --------------------------
XXXXX XXXXXXXXX, VICE XXXX XXXXXXXXX, TREASURER OF
CHAIRMAN OF HUSKER AG, LLC HUSKER AG, LLC
