EXHIBIT 6.2
ASSIGNMENT AND ASSUMPTION
OF ETHANOL MARKETING AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF ETHANOL MARKETING AGREEMENT (the
"Assignment"), is made and entered into effective as of the 13 day of January,
2003 (the "Effective Date"), by and between MINNESOTA CORN PROCESSORS, LLC, a
Colorado limited liability company, ("Assignor"), XXXXXX XXXXXXX MIDLAND
COMPANY, a Delaware corporation ("Assignee"), and LSCP, L.P., D/B/A/ LITTLE
SIOUX CORN PROCESSORS, L.P., an Iowa limited partnership ("LSCP").
W I T N E S S E T H:
WHEREAS, Assignor and LSCP have entered into that certain Ethanol Marketing
Agreement dated February 19, 2002 (attached hereto as Exhibit A) (the
"Agreement"), whereunder Assignor and LSCP have agreed that Assignor shall
market ethanol to be manufactured by LSCP at its Marcus, Iowa ethanol
manufacturing facility;
WHEREAS, Assignor desires to assign all of Assignor's rights, duties, and
obligations under the Agreement to Assignee, and Assignee desires to assume all
such rights, duties, and obligations; and
WHEREAS, LSCP desires to consent to such assignment and assumption.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. ASSIGNMENT. Assignor hereby assigns, transfers and conveys to Assignee
as of the Effective Date, all of Assignor's rights, duties, and obligations
arising under the Agreement.
2. ASSUMPTION. Assignee hereby assumes and agrees to be bound by and
timely perform, observe, discharge and otherwise comply with all terms,
covenants, conditions and obligations of Assignor under the Agreement.
3. CONSENT. LSCP hereby consents to Assignor's assignment of its rights,
duties, and obligations under the Agreement to Assignee.
4. NO MODIFICATION. Nothing in this Assignment is intended nor shall be
construed to amend, modify or otherwise alter any of the terms and conditions of
the Agreement.
5. BINDING AGREEMENT. This Assignment shall be binding upon the
successors and assigns of the parties. The parties shall execute and deliver
such further and additional instruments, agreements and other documents as may
be necessary to evidence and carry out the provisions of this Assignment.
IN WITNESS WHEREOF, the parties hereto have duly executed this ASSIGNMENT
AND ASSUMPTION OF ETHANOL MARKETING AGREEMENT effective as of the Effective
Date.
ASSIGNOR: ASSIGNEE:
MINNESOTA CORN PROCESSORS, LLC XXXXXX XXXXXXX MIDLAND
COMPANY
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Its: Vice-President and Director Its: Vice-President and Director
LSCP, L.P.,
D/B/A/ LITTLE SIOUX CORN PROCESSORS, L.P.
By: Little Sioux Corn Processors, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President
