Exhibit 10.6
ASSIGNMENT OF
OPTION TO PURCHASE REAL ESTATE
This Assignment of Option to Purchase Real Estate is made and
executed by and among Dakota Corn Processors Cooperative (the "Cooperative"),
Great Plains Ethanol, LLC ("Great Plains Ethanol"), and the Xxxxxxxx Xxxxxxx
Charitable Remainder Annuity Trust (the "Trust").
R E C I T A L S:
A. The Trust granted to the Cooperative, and the Cooperative accepted
from the Trust, and Option to Purchase Real Estate dated November 1,
2000, with respect to the following described real property:
The Northwest Quarter (NW1/4) less Plucker's Tract 1 in the South
Half of the Northwest Quarter (S1/2NW1/4) of Section 26, Township
99 North, Range 52 West of the 5th P.M., Xxxxxx County, South
Dakota (the "Real Estate").
B. The Option to Purchase Real Estate was filed for record in the
Office of the Register of Deeds, Xxxxxx County, South Dakota, on
November 8, 2000, at 8:30 o'clock a.m., and recorded in Book 44 of
Miscellaneous, on Page 457.
C. The Cooperative's Board of Directors obtained the Option to
Purchase Real State for the purpose of constructing and operating upon
the Real Estate a fuel ethanol plant.
D. The Cooperative's Board of Directors desire to continue with its
ethanol project under the legal entity of Great Plains Ethanol, thus
necessitating the Assignment of the Option to Purchase Real Estate.
NOW, THEREFORE, the parties agree as follows:
1. ASSIGNMENT AND ASSUMPTION. In consideration of the receipt of the
sum of Five Hundred Dollars ($500.00), the Cooperative hereby assigns
to Great Plains Ethanol the Option to Purchase Real Estate. In
consideration of the receipt of the Option to Purchase Real Estate,
Great Plains Ethanol assumes the rights and obligations of the
Cooperative under the Option to Purchase Real Estate.
2. CONSENT. The Trust hereby consents to the Assignment.
Dated this 18th day of December, 2000.
XXXXXXXX XXXXXXX CHARITABLE DAKOTA CORN PROCESSORS
REMAINDER ANNUITY TRUST COOPERATIVE
By /s/ Xxxxx Xxxxxx By /s/ Xxxxxx Xxxxx
---------------------------------- ----------------------------------
Xxxxx Xxxxxx Xxxxxx Xxxxx
Its Trustee Its President
GREAT PLAINS ETHANOL, LLC
By /s/ Xxxxxx Xxxxx
-------------------------
Xxxxxx Xxxxx
Its President
STATE OF MINNESOTA)
: SS
COUNTY OF LE SEUR )
On this the 18th day of December, 2000, before me, the undersigned
officer, personally appeared Xxxxx Xxxxxx, Trustee, known to me or
satisfactorily proven to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxx Xxxxxxx
--------------------------
Notary Public - Minnesota
My Commission Expires:
January 31, 0000
XXXXX XX XXXXX XXXXXX )
: SS
COUNTY OF MINNEHAHA )
On this the 18th day of December, 2000, before me, the undersigned
officer, personally appeared Xxxxxx Xxxxx, known to me to be the President of
Dakota Corn Processors Cooperative, a corporation, that is described in and that
executed the within instrument and acknowledged to me that such corporation
executed the same.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxx X. Xxxxxxxxxx
---------------------------------
Notary Public - South Dakota
My Commission Expires:
August 21, 0000
XXXXX XX XXXXX XXXXXX )
: SS
COUNTY OF MINNEHAHA )
On this the 18th day of December, 2000, before me, the undersigned
officer, personally appeared Xxxxxx Xxxxx, known to me to be the President of
Great Plains Ethanol, LLC, a limited liability company, that is described in and
that executed the within instrument and acknowledged to me that such limited
liability company executed the same.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxx X. Xxxxxxxxxx
---------------------------
Notary Public - South Dakota
My Commission Expires:
August 21, 2005
Document Prepared By:
Xxx Xxxxxxxxxx
Woods, Fuller, Xxxxxx & Xxxxx P.C.
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, XX 00000-0000
Telephone: (000) 000-0000
OPTION TO PURCHASE REAL ESTATE
1. For and in consideration of the sum of $500.00, the receipt and
sufficiency of which is acknowledged, the undersigned Trustee of the Xxxxxxxx
Xxxxxxx Charitable Remainder Annuity Trust (the "Seller"), gives and grants to
Dakota Corn Processors Cooperative, a South Dakota cooperative with an address
of X.X. Xxx 000, Xxxxxx, Xxxxx Xxxxxx 00000, its successors and assigns (the
"Grantee") for a term of two (2) years from the date of this Option, the
exclusive and irrevocable right and option to purchase the following described
real estate, or any portion thereof, located in Xxxxxx County, South Dakota:
The Northwest Quarter (NW1/4) less Plucker's Tract 1 in the South Half
of the Northwest Quarter (S1/2NW1/4) of Section 26, Township 99 North,
Range 52 West of the 5th P.M., Xxxxxx County, South Dakota
together with all easements, rights and appurtenances attached thereto (the
"Real Estate") for a purchase price of $2,400.00 per acre, as determined by
current survey (not including, for purposes only of computing the purchase
price, any portions of the Real Estate which lie within public highways,
rights-of-way, streets, roads and roadways). The consideration paid by the
Grantee for this option shall be credited to the purchase price payable at
closing.
2. The Grantee may exercise this option by sending (via certified mail
or personally delivering) written notice of such exercise to the following
individual:
Xx. Xxxxx Xxxxxx
X.X. Xxx 000
Xx Xxxxxx, XX 00000
within or prior to two (2) years from the date of this option or prior to the
expiration of any extended period as Seller shall grant. The written notice of
exercise shall identify the number of acres that Grantee or its assignee desires
to purchase.
3. After execution of this document by the Seller, and either before or
after the exercise of this option by the Grantee, the Grantee may enter upon the
Real Estate and do and perform all surveying, engineering, soil borings and
other tests and acts deemed necessary by Grantee to satisfy Grantee that the
Real Estate is suitable for the uses and purposes intended by the Grantee. Any
such tests and acts shall be at the Grantee's cost and expense.
4. During the option period, Seller shall not sell, encumber, or
otherwise transfer or dispose of the Real Estate to any individual or entity
other than the Grantee.
5. The Seller may lease the Real Estate for the 2001 crop season, but
may not lease the Real Estate for the 2002 crop season without the Grantee's
prior written consent. The Grantee will compensate the tenant for any crop
damage caused by the Grantee in performing the tests and acts described in
Section 3. In the event the Grantee exercises this option on any real property
that has planted, but unharvested crops thereon, Grantee will, in addition to
the
purchase price set forth above, pay the tenant the full value of such growing
crop, or in the alternative, grant the tenant reasonable time to harvest the
growing crops when they are mature and suitable to be harvested.
6. The Grantee's obligation to purchase the Real Estate after the
exercise of the option is subject to the satisfaction, or written waiver by
Grantee of the following conditions precedent:
a. The Seller's title to the Real Estate must be good,
merchantable and marketable fee simple title, free and clear of any
liens or encumbrances.
b. The Real Estate must be finally and unconditionally zoned
for Grantee's intended uses and purposes, with all necessary
classifications, variances, permissions, conditional uses and
exceptions required for Grantee's intended development, improvement and
use of the Real Estate. Seller shall cooperate fully with Grantee and
assist Grantee in obtaining any necessary rezoning, variances or
conditional use permits. Grantee shall be responsible for paying all
costs associated with obtaining such approvals. If any applications for
rezoning or variances are filed during the term of this option or any
extension, this option shall be automatically extended to a date which
is thirty (30) days after such rezoning, variance or conditional use
permit is finally granted and all time for appeals or a referendum has
expired. If such rezoning or variance is denied, this option shall
terminate and all sums paid by Grantee to Seller for this option and
any extension shall be refunded to Grantee.
7. Upon the receipt of Grantee's notice of the exercise of the option,
Seller will deliver to the Grantee for examination a commitment for title
insurance issued by a qualified title insurer. Grantee shall have fourteen (14)
days following receipt of the commitment for title insurance to identify and
disclose to Seller any title defect or encumbrance which is not acceptable to
Grantee. The Seller shall then attempt to resolve any title defect or
encumbrance by the closing date. The Grantee or its assignee shall receive on
the closing date a policy of title insurance insuring marketable title in the
Grantee as purchaser of the property. The Grantee and Seller shall each pay
one-half (1/2) of the cost of the title insurance and one-half (1/2) of the
closing costs.
8. Seller shall convey the Real Estate to the Grantee in fee simple,
free and clear of all liens and encumbrances, by good and sufficient deed of
conveyance, in the usual form of a warranty deed, subject to all restrictions
and easements of record, if any. The Seller shall pay the real estate transfer
fee imposed by SDCL Section 43-4-21.
9. Closing shall occur within thirty (30) days following the date that
the Grantee gives notice of exercise of the option to purchase, the date final
zoning approval is granted, or the date that the Seller has corrected any legal
and valid objections to title, whichever date is the latest to occur.
10. The purchase price shall be paid in cash at closing.
11. Seller shall pay all unpaid real estate taxes and assessments, if
any, which are payable during the year that the option is exercised. The real
estate taxes and assessments, if any, which are assessed in the year that the
option is exercised shall be prorated to the date of possession, the amount
thereof to be computed on the basis of taxes due and payable in the year that
the option is exercised.
12. The Grantee may assign its rights under this option to a third
party, with the prior consent of the Seller.
13. This option shall be governed by the laws of the State of South
Dakota. The Seller consents to the jurisdiction of the courts of the State of
South Dakota and agrees that any action arising out of or to enforce this option
must be brought and maintained in South Dakota.
Dated this 1st day of November, 2000.
XXXXXXXX XXXXXXX CHARITABLE DAKOTA CORN PROCESSORS
REMAINDER ANNUITY TRUST COOPERATIVE
By /s/ Xxxxx Xxxxxx By /s/ Xxxxxx Xxxxx
---------------------------------- -----------------------------
Xxxxx Xxxxxx Xxxxxx Xxxxx
Its Trustee Its President
STATE OF MINNESOTA )
: SS
COUNTY OF Lesueur )
On this the 1st day of November, 2000, before me, the undersigned
officer, personally appeared Xxxxx Xxxxxx, Trustee, known to me or
satisfactorily proven to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxxxx Xxxxxxxx
---------------------------
Notary Public - Minnesota
My Commission Expires: 0-00-00
XXXXX XX XXXXX XXXXXX )
: SS
COUNTY OF XXXXXX )
On this the 6th of November, 2000, before me, the undersigned officer,
personally appeared Xxxxxx Xxxxx, known to me to be the President of Dakota Corn
Processors Cooperative, a corporation, that is described in and that executed
the within instrument and acknowledged to me that such corporation executed the
same.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxx Xxxxxx
---------------------------------
Notary Public - South Dakota
My Commission Expires: 9-12-01
Prepared by:
Xxxxxxxxx X. Xxxxx
Woods, Fuller, Xxxxxx & Xxxxx P.C.
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
X.X. Xxx 0000
Xxxxx Xxxxx, XX 00000-0000
(000) 000-0000
Returned to: Preparer
STATE OF SOUTH DAKOTA, County of Xxxxxx, as Filed for record this 8th day of Nov
2000 at 8:30 o'clock am and Recorded in Book Misc 44 on Page 457 /s/ Xxxxx X.
Viet Register of Deeds _____________________ Deputy
[Xxxxxx County Seal, Register of Deeds, State of South Dakota]
