CONTROL AGREEMENT
DATE AND PARTIES. The date of this Control Agreement (Agreement) is 10-18-2002.
The parties and their addresses are
SECURED PARTY: FIRST FARMERS & MERCHANTS NATIONAL BANK DEBTOR: THE BETTER ENERGY COMPANY, LLC
000 XXXX XXXX, XX XXX 000 00XX & XXXXXXXXX, 000 X. 00XX XX.
XXXXXXX, XX 00000 XXXXX XXXXX, XX 00000
|_| SECURITIES INTERMEDIARY |_| COMMODITY INTERMEDIARY |X| ISSUER HUSKER AG PROCESSING, LLC
000 X. XXXXXX XX., XX XXX 00
XXXXXXXXX, XX 00000
1. CONTROL
|_| Securities intermediary agrees to comply with entitlement orders originated
by Secured Party without further consent by Debtor, Debtor agrees that
Securities intermediary is not liable for complying with entitlement orders
issued by Secured Party. Debtor retains the right to make substitutions for the
Investment Property, to originate entitlement orders to Securities Intermediary,
or otherwise clear with the Investment Property until Secured Party notifies
Securities Intermediary in writing to the contrary, Secured Party agrees that
Securities Intermediary is not liable for complying with entitlement orders
before Secured Party notifies Securities Intermediary to the contrary. Debtor is
not permitted to withdraw any of the Investment Property or its proceeds without
Secured Party's prior written consent. Securities Intermediary will not permit
any other party to obtain control of the Investment Property described in the
PROPERTY DESCRIPTION section. Securities Intermediary subordinates any security
interest it may have to Secured Party's security interest in the Investment
Property described in the PROPERTY DESCRIPTION section.
|_| Commodity Intermediary agrees to apply any value distributed on account of
the Investment Property as directed by Secured Party without further consent by
Debtor, Debtor agrees that Commodity Intermediary is not liable for complying
with Secured Party's' request to deal with the Investment Property, Debtor
retains the right to make substitutions for the Investment Property or otherwise
deal with the Investment Property until Secured Party notifies Commodity
Intermediary in writing to the contrary, Secured Party agrees that Commodity
Intermediary is not liable for complying with Debtor's requests to deal with the
Investment Property before Secured Party notifies Commodity Intermediary to the
contrary, Debtor is not permitted to withdraw any of the Investment Property or
its proceeds without Secured Party's prior written consent, Commodity
Intermediary will not permit any other party to obtain control of the Investment
Property described in the PROPERTY DESCRIPTION section. Commodity Intermediary
subordinates any security interest it may have to Secured Party's security
interest in the Investment Property described in the PROPERTY DESCRIPTION
section.
|X| Issuer agrees to comply with instructions originated by Secured Party
without further consent by Debtor. Debtor agrees that Issuer is not liable for
complying with instructions issued by Secured Party, Debtor retains the right to
make substitutions for the Investment Property, to originate instructions to the
Issuer, or otherwise deal with the Investment Property until Secured Party
notifies Issuer in writing to the contrary, Secured Party agrees that Issuer is
not liable for complying with Debtor's Instructions before Secured Party
notifies Issuer to the contrary. Debtor is not permitted to withdraw any of the
Investment Property or its proceeds without Secured Party's prior written
consent. Issuer will not permit any other party to obtain control of the
Investment Property described in the PROPERTY DESCRIPTION section. Issuer
subordinates any security interest it may have to Secured Party's security
interest in the Investment Property described in the PROPERTY DESCRIPTION
section.
2. PROPERTY DESCRIPTION. The property subject to this Agreement includes the
following Investment Property and all proceeds and products of the Investment
Property, including, but not limited to, cash or stock __________, conversions,
or replacements, payable on or after the date of this Agreement; (include items
such as Issuer name, intermediary name, certificate or account number, number of
shares, type of security, etc.)
3,060 SHARES IN HUSKER AG PROCESSING, LLC
3. WARRANTIES.
|X| Issuer warrants that the Investment Property described in the PROPERTY
DESCRIPTION section is held in good standing by Issuer and is registered in
Debtor's name. Issuer is aware of no other claims to Debtor's Investment
Property held by Issuer.
|_| Securities Intermediary warrants that the Investment Property described in
the PROPERTY DESCRIPTION section is held in good standing by Securities
Intermediary and is registered in Debtor's name. Securities Intermediary is
aware of no other claims to Debtor's Investment Property held by Securities
Intermediary.
|_| Commodity Intermediary warrants that the Investment property described in
the PROPERTY DESCRIPTION section is held in good standing by Commodity
Intermediary and is registered in Debtor's name. Commodity Intermediary is aware
of no other claims to Debtor's Investment Property held by Commodity
Intermediary.
4. ADDITIONAL TERMS.
6. APPLICABLE LAW. This Agreement is governed by the laws of THE STATE OF
MINNESOTA
a. AMENDMENT, INTEGRATION AND SEVERABILITY. This Agreement may not be amended or
modified by oral agreement. No amendment or modification of this Agreement is
effective unless made in writing and executed by all parties. This Agreement is
the complete and final expression of the understanding between all parties. If
any provision of this Agreement is unenforceable, then the unenforceable
provision will be severed and the remaining provisions will still be
enforceable.
7. INTERPRETATION. Whenever used, the singular includes the plural and the
plural includes the singular. The section headings are for convenience only and
are not to be used to interpret or define the terms of this Agreement.
a. NOTICE. Unless otherwise required by law, any notice will be given by
delivering it or mailing it by first class mail to the appropriate party's
address listed in the DATE AND PARTIES section, or to any other address
designated in writing. Time is of the essence.
SIGNATURES. Each party signing this Agreement to the terms contained in this
Agreement and acknowledges receipt of a copy of this Agreement.
SECURED PARTY: DEBTOR:
___________________________ ________________________________________________
XXXXXXXX BOOM XXXXX XXXX; XXXXX XXXX; XXXXXX XXXX; XXXXX XXXX
VICE PRESIDENT PRESIDENT; VICE PRESIDENT; SECRETARY; TREASURER
__________________________ ________________________________________________
Title Title
|_| SECURITIES INTERMEDIARY |_| COMMODITY INTERMEDIARY |X| ISSUER:
__________________________________________________________________
__________________________________________________________________
Title
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Control Agreement
