EXHIBIT 10.7
OPTION AGREEMENT
1. GRANT OF OPTION. For and in consideration of the sum of
Ten Thousand and 00/100ths Dollars ($10,000.00) (the "OPTION FEE"), the receipt
of which is hereby acknowledged, ▇▇▇▇▇▇ FAMILY LIMITED PARTNERSHIP (the
"SELLER"), hereby grants to ILLINOIS RIVER ENERGY, LLC, a Delaware limited
liability company (the "BUYER"), the exclusive right and option to purchase, on
the terms set forth in this Agreement, the real property located East of ▇▇▇▇▇
Road, South of I-88 Interstate and North of ▇▇▇▇▇▇▇ Road in ▇▇▇▇▇▇ Township,
▇▇▇▇ County, Illinois, bearing Parcel Number ▇▇-▇▇-▇▇▇-▇▇▇ and tax code number
00443, with approximate legal description of: Part of the East 1/2 of NE 1/4 of
Sect 31, Twp 40N R 2, E. of TPM lying located East of ▇▇▇▇▇ Road, South of I-88
Interstate and North of ▇▇▇▇▇▇▇ Road in ▇▇▇▇▇▇ Township, ▇▇▇▇ County, Illinois
,containing approximately 38.02 acres m.o.l. and graphically depicted on Exhibit
A attached hereto, with the final legal description and acreage to be determined
upon completion of the Survey (as defined in paragraph 7 below), together with
all improvements located thereon and all easements and rights benefiting or
appurtenant thereto (collectively, the "PROPERTY"). The property is not subject
to a homestead exemption, is not improved, but may be under cultivation.
2. PURCHASE PRICE. In the event Buyer elects to exercise the
Option, the purchase price of the Property ("PURCHASE PRICE") shall be A FORMULA
PRICE BASED ON GROSS ACREAGE: the product of (i) the number of gross acres
comprising the Property rounded to the nearest one-hundredth of an acre
(1/100th) of an acre (as determined by the Survey) and (ii) $20,000.00 per acre,
which Purchase Price shall be payable in the manner provided in paragraph 5
below.
3. TERM OF OPTION. This Option shall commence as of the date
the last party signs the Option (the "EFFECTIVE DATE") and shall continue to and
including the next subsequent 365 days (the "OPTION PERIOD" ).
4. EXERCISE OF OPTION. This Option, including any extension
thereto, may be exercised by Buyer giving written notice to the Seller at the
address set forth below either personally, or by certified or registered mail,
postage prepaid, return receipt requested, or by reputable overnight courier for
next business day delivery. The written notice shall be deemed to be properly
served if sent in this manner at any time prior to the expiration of the term of
this Option.
▇▇▇▇▇▇ Family Limited Partnership Goldsmith, Thelin, Dieckson & ▇▇▇▇▇
25862 West ▇▇▇▇▇ ▇▇▇▇▇▇▇ Road, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (voice) (▇▇▇) ▇▇▇-▇▇▇▇ (voice)
(▇▇▇) ▇▇▇-▇▇▇▇ (fax) (▇▇▇) ▇▇▇-▇▇▇▇ (fax)
Whether Buyer elects to exercise the Option shall be within the sole and
absolute discretion of Buyer.
5. CONSUMMATION OF SALE. If this Option is exercised, the
sale shall be consummated by the Seller, at the time of closing, delivering to
the Buyer a duly executed warranty deed in recordable form (the "DEED") subject
only to the following:
(a) Building and zoning laws, ordinances, state and federal
regulations;
(b) Restrictions of record relating to the use of the Property
without effective forfeiture provisions not adversely
affecting Buyer's proposed use of the Property for the
construction and operation of up to a one hundred million
gallon per year ethanol plant (the "PROPOSED USE");
(c) Utility and drainage easements not adversely affecting the
Buyer's Proposed Use; and
(d) All other matters shown in the Commitment which Buyer has
elected to waive,
(e) Title exceptions pertaining to liens or encumbrances of a
definite or ascertainable amount which may be removed by the
payment of money at the time of closing and which the Seller
may so remove at that time by using the funds to be paid upon
the delivery of the deed (all of which are herein referred to
as the permitted exceptions).
and by the Buyer, at the time of closing, paying to Seller the Purchase Price in
immediately available funds less a credit for the Option Fee(s).
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6. TITLE. Within twenty (20) days after the Effective Date,
Seller will at Seller's expense, deliver to the Buyer a commitment for an
owner's policy of title insurance issued subsequent to the Effective Date (the
"COMMITMENT") by a reputable, national title insurance company approved by Buyer
and licensed to do business in the State of
Illinois (the "TITLE COMPANY") and
insuring the Property for the full amount of the Purchase Price. The Commitment
shall disclose that Seller has good and marketable title to the Property free
and clear of all liens and encumbrances except those exceptions that will be
removed by Seller at or prior to closing. Seller shall pay the later date of
commitment and premium for the owner's title insurance policy (the "TITLE
POLICY") at the closing.
7. SURVEY. Buyer shall at Buyer's expense, obtain an ALTA
survey of the Property ("Survey") prepared by a registered land surveyor and
acceptable to the Title Company for purposes of removing the standard exceptions
from the Title Policy and showing all boundary lines, easements, restrictions
and encroachments on the Property and containing a recordable legal description
for the Property. The Survey shall also certify as to the number of acres
comprising the Property rounded to the nearest one hundredth (1/100th) of an
acre.
8. MAINTENANCE OF TITLE AND PROPERTY. During the term of this
Option, Seller shall not sell, agree to sell, convey, or otherwise encumber the
Property, or any part thereof, or do, or permit to be done, or fail to do, any
act or deed to diminish or encumber the title to the Property or Seller's
ability to perform its obligations hereunder or otherwise adversely affecting
the Buyer's Proposed Use.
9. APPLICATION OF OPTION FEE(S). In the event Buyer exercises
its Option to purchase the Property, and the sale is consummated, the Option
Fee(s) shall be credited and applied to the Purchase Price at the time of
closing. If the Buyer fails to exercise its Option, the Buyer shall forfeit the
Option Fee(s), and Seller, as its sole and exclusive remedy, may retain the
Option Fee as a payment for the Option, Seller shall hold the title to the
Property free and clear of all interests and claims of Buyer, and neither party
will have any further rights or obligations under this Option.
10. REAL ESTATE TAXES AND OTHER PRORATIONS; CLOSING COSTS. In
the event Buyer exercises this Option, all real estate taxes due and payable
during the year in which the closing occurs shall be paid by Seller. Real estate
taxes becoming a lien during the year in which the closing occurs shall be
prorated on a calendar year basis between Seller and Buyer as of the date of
closing. Seller agrees to pay all assessments and levies upon the Property
becoming due and payable or assessed at or before the closing. Any rentals or
other income from the Property shall be prorated between Seller and Buyer as of
the date of closing.
Seller shall pay any real estate transfer tax and any gross income tax
payable as a result of the conveyance of the Property contemplated hereby. The
closing fee of the Title Company shall be shared equally by the parties. Buyer
shall pay the recording fee for the Deed. Each party shall be responsible for
its own attorneys' fees.
11. CLOSING. If the Buyer exercises this Option, the closing
shall be held at a time and place mutually agreed to by the parties; provided,
however, that the closing shall take place no later than thirty (30) days after
the date of the notice to exercise the Option. At the closing, the parties agree
to execute a closing statement evidencing the transaction and setting forth the
prorations and closing costs for the transaction and to execute such other
documents as are customarily signed by sellers and buyers of real estate, for
example, but not by way of limitation, title affidavits, property transfer
affidavits and documents required by the Title Company.
12. POSSESSION. Seller shall deliver possession of the
Property to Buyer immediately following the closing.
13. CONDITION OF THE PROPERTY. Prior to the date of closing
and the Buyer's possession of the Property, Seller shall remove all of its
personal property and effects from the Property. The Property shall be delivered
to Buyer free of all debris and other materials.
14. ACCESS TO PROPERTY. Upon seventy-two (72) hours' advance
verbal or written notice to Seller, Buyer and Buyer's representatives shall be
allowed access to the Property during the term of this Option, without charge
and at all reasonable times, for the purposes of Buyer's inspection,
investigation, surveys, tests, studies, environmental assessments, baseline
environmental assessments, and environmental or other testing of the Property,
which testing and investigation may include, without limitation, soil and
groundwater testing and
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engineering analysis, as Buyer may deem necessary in its sole discretion to
determine the suitability of the Property for Buyer's Proposed Use. Buyer shall
indemnify, defend and hold Seller harmless from and against any and all claims,
demands, liabilities, costs, expenses, penalties, damages and losses, including,
but not limited to, reasonable attorney fees, resulting from any injuries to
persons or damage to property which occur as a result of Buyer or its
representatives going upon the Property, and provide copies of contractor's
certificates of insurance, naming Seller as additional insured, for work done on
site. Buyer shall pay Seller for verifiable crop damage resulting from Buyer's
above mentioned on site activities during 2002 growing season based on acreage:
the product of (i) the number of acres comprising the Property rounded to the
nearest one-hundredth of an acre (1/100th) of an acre (as determined by the
Survey) and (ii) $425.00 per acre, which shall be payable at the end of Option
in event Option is not exercised or at closing in event Option is exercised.
15. PHASE ONE; ENVIRONMENTAL LIABILITY. Within forty-five (45)
days after the Effective Date, Seller shall deliver to Buyer a complete history
of farm chemicals (whether or not deemed "hazardous chemical" under Community
Right to Know ▇▇▇ [▇▇ USC Section 11021(e)(5)], waste management, water runoff
from adjacent areas and complete questions contained in Section IV of IRPTA
disclosure document, for a phase one environmental assessment for the Property
prepared by a qualified environmental contractor approved by Buyer, which shall
be prepared at Buyer's cost.
Buyer shall have no liability or responsibility for any
environmental contamination on the Property unless caused by Buyer. Buyer shall
not assume any liability or responsibility of Seller for environmental
conditions and Hazardous Substances present on, in or under the Property at the
time of closing. Seller shall indemnify, defend and hold Buyer harmless from and
against any and all claims, demands, liabilities, costs, expenses, penalties,
damages and losses, including, but not limited to, reasonable attorney fees,
resulting from any environmental conditions and Hazardous Substances present on,
in or under the Property at the time of closing; provided, however, that,
Buyer's testing and investigation costs on the Property incurred prior to the
date of closing shall be excluded from the foregoing Seller's indemnity.
As used herein and in paragraph 17 below, the term "HAZARDOUS
SUBSTANCES" shall have the same meaning as set forth in 42 U.S.C. Sec. 9601 and
any other federal or state statute, regulation or law applicable to any
hazardous or toxic waste. The term "Hazardous Substance" shall also include
asbestos, PCBs, petroleum products, pesticides, herbicides, fertilizers and
other agricultural chemicals, urea formaldehyde and related substances.
16. SELLER COOPERATION. Seller shall cooperate, during the
term of this Option, after exercise of the Option and following the closing, at
no out-of-pocket cost to Seller and no charge by Seller to Buyer, in Buyer's
attempts to obtain all governmental approvals necessary in Buyer's judgment for
Buyer's Proposed Use of the Property, including without limitation zoning,
permits and other approvals, and shall execute applications and other documents
necessary to apply for and obtain such approvals.
17. REPRESENTATIONS.
(a) Seller represents and warrants that Seller has and will have the
full right, power and authority to enter into this Option and to
perform its obligations hereunder. Buyer represents and warrants
that Buyer has and will have the full right, power and authority
to enter into this Option and to perform its obligations
hereunder.
(b) Seller represents and warrants that to the best of its knowledge
and belief, Seller has not used the Property for the storage or
disposal of any Hazardous Substance, and that Seller has no
knowledge or belief that any other person has so used the
Property, including Seller not being aware that dumping by
members of the public has occurred from time to time upon the
Property.
(c) Seller represents and warrants that Seller is not a "foreign
person," "foreign partnership," "foreign trust", or "foreign
estate", as those terms are defined in Section 1445 of the
Internal Revenue Code.
(d) Seller represents and warrants that no assessments for public
improvements which remain unpaid have been made against the
Property and Seller has no notice or knowledge of any planned or
contemplated public improvements which may result in special
assessments against the Property.
(e) Seller represents and warrants that to the best of Seller's
knowledge and belief, there are no ▇▇▇▇▇ or above ground or
underground tanks located in, on or under the Property.
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(f) Seller represents and warrants that there is no action,
litigation, investigation, condemnation or proceeding of any kind
pending or to the best of Seller's knowledge and belief,
threatened against Seller involving all or any part of the
Property.
(g) Seller represents and warrants that the Property is vacant and
unoccupied.
If the Option is exercised, the representations and warranties set forth in this
paragraph 17 shall be deemed to be renewed and restated at and as of the closing
and shall survive the closing.
18. COMPUTATION OF TIME. All periods of time referred to in
this Option shall include all Saturdays, Sundays and state or national holidays;
provided, however that if the date or last day to perform any act or give any
notice with respect to this Option shall fall on a Saturday, Sunday, or state or
national holiday, such act or notice shall be timely performed if given on the
next succeeding day which is not a Saturday, Sunday, state or national holiday.
If a notice is given by mail or by reputable overnight courier for next business
day delivery, such notice shall be deemed to have been given on the day on which
it is sent.
19. SEVERABILITY. The invalidity or unenforceability of any
particular provision of this Option shall not affect the other provisions
hereof, and this Option shall be construed in all respects as if such invalid or
unenforceable provision were omitted.
20. MODIFICATIONS. Any modification of this Option between the
parties relating in any way to this Option, shall not be binding upon either
party unless the same shall be in writing and signed by an authorized
representative of each of the respective parties.
21. ENTIRE AGREEMENT. This Option constitutes the entire
agreement among the parties, and contains all the agreements among the parties
with respect to the subject matter hereof. This Option supersedes any and all
other agreements, either oral or in writing, among the parties hereto with
respect to the subject matter hereof.
22. BINDING EFFECT. This Option shall be binding upon and
shall inure to the benefit of the successors in interest, heirs, personal
representatives and assigns of the respective parties hereto.
23. ASSIGNMENT. Buyer shall have the right to assign this
Option.
24. AGREEMENT TO SURVIVE CLOSING. Except to the extent altered
by the documents signed at closing, the agreement of the parties with respect to
the matters addressed in this Option shall surviving the closing.
25. GOVERNING LAW. This Option shall be governed by and
construed in accordance with the laws of the State of
Illinois applicable to
contracts made and performed in
Illinois.
26. BROKERS. Seller shall be responsible for all brokerage
commissions.
27. MEMORANDUM. A Memorandum of this
Option Agreement shall be
executed by the parties and recorded at Buyer's option and cost.
28. CONFIDENTIALLY NONDISCLOSURE.. The attached Confidentially
Nondisclosure Agreement, duly executed by the parties, is made a part hereof.
29. COPIES. Buyer agrees to provide copies of survey, soil
test, Phase I test performed on property.
[the rest of this page left blank intentionally]
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IN WITNESS WHEREOF, the parties have entered into this Option on the
date and year indicated below.
SELLER:
▇▇▇▇▇▇ FAMILY LIMITED PARTNERSHIP
Dated 7-3 , 2002 By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
Its: GP
---------------------------------
By:
--------------------------------
Its:
------------------------
BUYER:
ILLINOIS RIVER ENERGY, LLC
Dated JULY 5, 2002 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Dated JULY 5, 2002 By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary
Prepared by:
▇▇▇▇ & ▇▇▇▇, Ltd.
Attorneys At Law
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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CONFIDENTIALITY NONDISCLOSURE AGREEMENT
This Agreement is entered into as of this 5th day of July, 2002, by and
between
Illinois River Energy, LLC ("Buyer" and/or "IRE"), a Delaware limited
liability company with its principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Family Limited Partnership ("Seller") with a
principal place of business located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
WHEREAS, Seller and Buyer have entered into discussions and negotiations
for an
Option Agreement, or are contemporaneously executing an
Option Agreement,
dated July 5 for real property located East of ▇▇▇▇▇ Road, South of I-88
Interstate and North of ▇▇▇▇▇▇▇ Road in ▇▇▇▇▇▇ Township, Rochelle,
Illinois,
bearing Parcel Number ▇▇-▇▇-▇▇▇-▇▇▇ and tax code number 00443, approximate legal
description of: Part of the East 1/2 of NE 1/4 of Sect 31, Twp 40N R 2, E. of
TPM lying located East of ▇▇▇▇▇ Road, South of I-88 Interstate and North of
▇▇▇▇▇▇▇ Road in ▇▇▇▇▇▇ Township, ▇▇▇▇ County,
Illinois ,containing approximately
38.02 acres m.o.l. and heretofore and Seller has acquired or will be acquiring
information concerning IRE's business activities to develop, construct, own and
operate a 40 million gallon dry mill ethanol plant (the "Ethanol Project") in
the northern Illinois area (hereinafter referred to as the "Authorized
Purpose"), and said information, which includes the terms of any
Option
Agreement and consideration paid or to be paid pursuant to said
Option
Agreement, is information that IRE deems proprietary and confidential;
WHEREAS, IRE wishes to protect its confidential information against any
unauthorized use and any unauthorized or uncontrolled disclosure.
NOW THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which, is hereby acknowledged, IRE and Seller agree as follows:
A. As used throughout this Agreement, the term "Confidential Information"
means: (a) the terms of the
Option Agreement and consideration paid or
to be paid pursuant to said
Option Agreement, and (b) information not
generally known to third parties and which is proprietary to IRE
including information about IRE's Ethanol Project which includes
information relating to product strategies, financing strategies,
organizational strategies, site location strategies, permitting
strategies, design/build and other contract discussions and strategies,
technical know-how, trade secret information, financial information,
plant specifications, prospective investor lists and strategies, pricing
policies, operational methods, marketing information including without
limitation strategy, sales, finance and business systems and techniques,
business plans, and other business affairs of IRE relating to the
Ethanol Project. All information of IRE that is disclosed to Seller or
which Seller obtains access, whether originated by Seller or by the
Discloser or others, shall be presumed to be Confidential Information.
B. It is understood that unauthorized disclosure or use, whether
intentional or unintentional, of any of the Confidential Information
would be detrimental to IRE. Accordingly, Seller agrees:
1. Not to disclose to any third party the terms of said
Option
Agreement, or consideration paid or to be paid pursuant to said
Option Agreement, or the object and scope of the discussions between
the parties prior to execution of said Option Agreement, except as
required by law or as may be necessary to enforce the terms hereof.
2. Not to use any of the Confidential Information for any purpose other
than for or in connection with the Authorized Purpose.
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3. To maintain all of the Confidential Information in confidence and
not to disclose any portion of the Confidential Information to any
person or entity not authorized hereunder without the prior written
consent of IRE.
4. That any dissemination of Confidential Information shall be only in
connection with the Authorized Purpose, and shall be only to the
employees, agents or affiliates of Seller who have a need to know
said Confidential Information in order for Seller to carry out
proper purposes and responsibilities related to Seller's discussions
with IRE and the Authorized Purpose and who have been advised of the
confidential nature of such information. Further, that Seller shall
cause such employees, agents and affiliates who have access to the
Confidential Information to comply with the terms and provisions of
this Agreement in the same manner as each party is bound hereby,
with Seller remaining responsible for the actions and disclosures of
such representatives.
5. That, whether exercised or not, upon termination of said Option
Agreement between the parties or upon IRE's request, all records,
any compositions, articles, documents and other items which contain,
disclose and/or embody any Confidential Information (including,
without limitation, all copies, reproductions, summaries and notes
of the contents thereof), regardless of the person causing the same
to be in such form, shall be returned to IRE or destroyed by Seller,
and Seller will certify that the provisions of this paragraph have
been complied with.
C. The obligations pursuant to Section B above shall not apply to
information which:
1. Is or becomes a part of the public domain through no act or omission
of Seller;
2. Shall be made available to Seller on a non-confidential basis by a
third party having a right to do so;
3. Is disclosed by order of a court of competent jurisdiction; or
4. IRE authorizes, in writing, for release.
D. In the event that Seller or its representatives receives a request to
disclose all or any part of the Confidential Information under the terms
of a valid and effective subpoena or order issued by a court of
competent jurisdiction or by a governmental body, the receiving party
agrees to:
1. Immediately notify IRE of the existence, terms and circumstances
surrounding such a request, so that is may seek an appropriate
protective order and/or waive Seller's compliance with the
provisions of this Agreement; and
2. If disclosure of such Confidential Information is required in the
opinion of Seller's counsel, to the extent possible cooperate with
IRE in obtaining reliable assurances that confidential treatment
will be accorded to the disclosed Confidential Information.
E. The parties hereto acknowledge that the Confidential Information is the
property of IRE and the disclosure of the Confidential Information to
Seller does not convey any right, title or license in the Confidential
Information to Seller. Seller shall not appropriate the Confidential
Information to its own use or to the use of any third party and shall
only use the Confidential Information for the exclusive benefit of IRE
except to the extent otherwise authorized in writing by IRE.
F. It is further understood and agreed that no failure or delay by IRE in
exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise
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thereof preclude any other or further exercise thereof or the exercise
of any right, power or privilege hereunder.
G. The termination of the discussions or relationship or Option Agreement
between the parties shall not relieve Seller or its employees, agents or
affiliates of the obligations of nonuse or nondisclosure hereunder or
the obligation to return or destroy certain materials.
H. The parties agree that money damages would not be sufficient remedy for
any breach of this Agreement, and the non-breaching party shall be
entitled to enforce this Agreement by injunctive and other available
relief, including without limitation specific performance.
I. This Agreement shall be governed by, construed, and interpreted in
accordance with the substantive laws of the State of Delaware. Whenever
possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any
provision hereof shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement. All obligations of the receiving
party and rights of the disclosing party expressed herein shall be in
addition to, and not in limitation of, those provided by applicable law.
This Agreement may be modified or waived only by a separate writing by
Seller and IRE expressly so modifying or waiving such. This Agreement
may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.
References to IRE and Seller shall be deemed to include each of their
affiliates, if any. Any disputes arising out of this Agreement shall be
venued in federal or state district court in the City of Chicago, State
of Illinois, and each party hereby consents to the jurisdiction of such
court. This Agreement shall be binding upon the parties hereto and their
successors and assigns.
IN WITNESS WHEREOF, the parties acknowledge their agreement to the
foregoing as of the date first set forth above by execution of the Agreement by
their respective authorized representatives.
BUYER; SELLER:
ILLINOIS RIVER ENERGY, LLC ▇▇▇▇▇▇ FAMILY LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------ -----------------------------------
By (signature) By (signature)
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------ -----------------------------------
Name of Signatory Name of Signatory
President GP
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Title Title
July 5, 2002 7-3-02
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Date Date
Prepared by:
▇▇▇▇ & ▇▇▇▇, Ltd.
Attorneys At Law
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Prepared by
And Return to:
▇▇▇▇ & ▇▇▇▇, Ltd.
Attorneys At Law
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
================================================================================
MEMORANDUM OF OPTION
Notice is Given That on the 5th day of July, 2002,
▇▇▇▇▇▇ FAMILY LIMITED PARTNERSHIP (the "Seller"),
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
and
ILLINOIS RIVER ENERGY, LLC, ("the Buyer")
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
executed an Agreement for the exclusive right and option to purchase, on the
terms set forth in said Agreement, the real property located East of ▇▇▇▇▇ Road,
South of I-88 Interstate and North of ▇▇▇▇▇▇▇ Road in ▇▇▇▇▇▇ Township, ▇▇▇▇
County, Illinois, bearing Parcel Number ▇▇-▇▇-▇▇▇-▇▇▇ and tax code number 00443,
with approximate legal description of: Part of the East 1/2 of NE 1/4 of Sect
31, Twp 40N R 2, E. of TPM lying located East of ▇▇▇▇▇ Road, South of I-88
Interstate and North of ▇▇▇▇▇▇▇ Road in ▇▇▇▇▇▇ Township, ▇▇▇▇ County, Illinois,
containing approximately 38.02 acres m.o.l. and graphically depicted on Exhibit
A attached hereto,
Any and All persons making inquiries or having interests in or to said land are
hereby directed to contact the Buyer at above address.
In Witness Whereof, the parties have executed this Memorandum on the day and
year first above written.
SELLER:
▇▇▇▇▇▇ FAMILY LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its: GP
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By:
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Its:
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BUYER:
ILLINOIS RIVER ENERGY, LLC
Dated JULY 5, 2002 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Dated JULY 5, 2002 By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary
STATE OF ILLINOIS)
COUNTY OF DEKALB)
I, the undersigned Notary Public in, and for said County and State aforesaid, Do
Hereby Certify that ▇▇▇▇▇ ▇▇▇▇▇▇▇, holding the office of President and ▇▇▇▇▇
▇▇▇▇▇▇▇▇, holding the office of Secretary, personally known to me to be the same
persons whose names are subscribed to the foregoing instrument, as such
President and Secretary, respectively, appeared before me this day in person and
acknowledged that they signed, sealed and delivered the said instrument as their
free and voluntary act, and as the free and voluntary act of said limited
liability company, for the uses and purposes therein set forth, and said
Secretary did also then and there acknowledge that he/ she as custodian of the
corporate seal of said limited liability company did affix the said corporate
seal of said limited liability company to said instrument as his/ her own free
and voluntary act, and as the free and voluntary act of said limited liability
company for the uses and purposes therein set forth. Given under my hand and
notarial seal this 5th day of July, 2002
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ [SEAL]
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[signature]
▇▇▇▇▇ ▇. ▇▇▇▇
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[print name]
[stamp] my commission expires: 6-30-2006
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STATE OF ILLINOIS)
COUNTY OF DEKALB)
I, the undersigned Notary Public in, and for said County and State aforesaid, Do
Hereby Certify that
▇▇▇▇▇▇ ▇▇▇▇▇▇, General Partner
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that they signed, sealed and delivered the said instrument as their free and
voluntary act, for the uses and purposes therein set forth, including the
release and wavier of the right of homestead.
Given under my hand and notarial seal this 5th day of July, 2002
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ [SEAL]
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[signature]
▇▇▇▇▇ ▇. ▇▇▇▇
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[print name]
[stamp] my commission expires: 6-30-2006
---------------
