EXHIBIT 10.2
CONTRACT FOR SALE OF REAL ESTATE
SECTION I
PARTIES
The PLEASANT RIDGE QUARRY LIFE INTEREST, LLC and the PLEASANT RIDGE
QUARRY REMAINDER INTEREST, LLC, the PLEASANT RIDGE-SALEM TOWNSHIP FARMS LIFE
INTEREST, LLC, and the PLEASANT-RIDGE SALEM TOWNSHIP FARMS REMAINDER INTEREST,
LLC, all Indiana limited liability companies (hereinafter referred to as
"Seller") agree to sell and convey to IROQUOIS BIO-ENERGY COMPANY, LLC, an
Indiana limited liability company (hereinafter referred to as "Purchaser"), and
Purchaser agrees to buy from Seller the property described below.
SECTION II
PROPERTY
The Southeast Quarter of Section 23, Township 29 North, Range 6 West,
containing 160 acres, more or less; AND a part of the Northeast Quarter of
Section 26, Township 29 North, Range 6 West, containing 146.8 acres, more or
less; AND the Southwest Quarter of the Northwest Quarter of Section 25, Township
29 North, Range 6 West, containing 40 acres, more or less. The real estate will
be more particularly described on a survey to be delivered pursuant to Section
IV, together with any improvements currently situated on the above-described
parcel, all hereinafter referred to as the "Property."
The property shall not include any of Seller's bank deposits, rents,
accounts receivable, or other intangible personal property owned by Seller.
SECTION III
CONSIDERATION
The consideration for this conveyance shall be as follows:
(1) PURCHASE PRICE. The total purchase price for the Property shall be
determined as follows: that portion of the Property as is depicted on Exhibit A
attached hereto, which is an aerial photograph of a portion of the Property and
which consists of approximately 132 acres shall be sold for the sum of $5,500
per acre. The total purchase price for this portion of the Property shall be the
product of (i) the number of acres comprising this portion of the Property
rounded to the nearest 100th of an acre, as shall be determined by the survey,
and (ii) the sum of $5,500 per acre, which purchase price shall be payable in
the manner set forth below. The balance of the Property sold shall be sold for
the sum of $3,000 per acre, and the total purchase price for the balance of the
Property shall be the product of (i) the number of acres comprising
the balance of the Property rounded to the nearest 100th of an acre, as shall be
determined by the survey, and (ii) the sum of $3,000 per acre, which purchase
price shall be payable in the manner set forth below.
(2) ▇▇▇▇▇▇▇ MONEY. As ▇▇▇▇▇▇▇ money to bind this sale, the Purchaser
shall deposit with Jasper County Abstract Company, as escrow agent (hereinafter
referred to as the "title company"), the sum of $50,000. The balance of the
purchase price shall be payable by Purchaser to Seller in cash at Closing.
SECTION IV
TITLE AND SURVEY
(1) TITLE. Within 30 days after the date on which Purchaser furnishes a
copy of the Survey to Seller, Seller will, at Seller's expense, deliver to
Purchaser a commitment for an owner's policy of title insurance (ALTA Owner's
Policy October 17, 1992 edition) issued subsequent to the effective date
(hereinafter referred to as the "commitment") by a reputable national title
insurance company approved by Purchaser and licensed to do business in the State
of Indiana, insuring the property for the full amount of the purchase price. Any
special endorsements to said policy which are requested by the Buyer shall be
the expense of the Buyer. 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 which will be removed by Seller at or prior to closing.
Seller shall pay the premium for the owner's title insurance policy at the
closing. Purchaser shall have 30 days from the receipt of the title commitment
to object to any exception shown on the title commitment by giving written
notice to Seller; provided that any matter not objected to by Purchaser within
said 30-day period shall be deemed to be acceptable to Purchaser ("permitted
exceptions"). Seller may, but shall not be obligated to, cure the title
objections, and if Seller has not cured the title objections to Purchaser's
reasonable satisfaction within 30 days from the date the objections are
disclosed, or if Seller elects not to cure the objections, then Purchaser shall
have, as its sole option, the right to terminate this contract and receive a
refund of the ▇▇▇▇▇▇▇ money deposit, or waive the objections and consummate the
purchase of the Property subject to the objections, all of which shall be deemed
"permitted exceptions."
(2) PURCHASER'S SURVEY. Purchaser shall, prior to the end of the
Feasibility Period, obtain at Purchaser's expense, at a minimum, an ALTA
boundary survey ("SURVEY") of the Property prepared by a Registered Land
Surveyor, although Purchaser may obtain a survey showing the location of the
boundaries of the Property, all easements and rights of way of record or as
disclosed from a physical inspection of the Property, all encroachments, if any,
and all buildings and other improvements. Prior to the end of the Inspection
Period, Purchaser shall furnish a copy of said Survey to Seller. Within ten (10)
days thereafter, Seller shall notify Purchaser in writing of any objection to
the Survey. If a notice of objection is not timely received, the Survey proposed
by Purchaser shall be deemed acceptable by Seller. The Warranty Deed executed at
Closing shall contain the legal description obtained from the deeds vesting
title in Seller. Seller shall deliver to Purchaser a Quitclaim Deed containing
the legal description
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obtained from the Purchaser's Survey. If Seller objects to the Purchaser's
Survey, then Seller shall cause the Property to be surveyed by a Registered Land
Surveyor within forty-five (45) days thereafter, and shall furnish a copy of
Seller's Survey to Purchaser. If Purchaser does not accept Seller's Survey, then
the surveyors who prepared Purchaser's and Seller's surveys shall select a third
Registered Land Surveyor who shall survey the Property. The results of said
third survey shall be deemed acceptable to the parties, and the Quitclaim Deed
shall contain the legal description contained therein. Seller shall bear the
expenses of any surveyor hired by ▇▇▇▇▇▇. Purchaser and Seller shall equally
divided and pay the cost of any expense incurred by any third surveyor employed
pursuant to the terms of this Paragraph. Should the third Survey reveal
additional exceptions to the title, Seller and Purchaser shall have the same
rights and obligations with respect thereto as provided in this Agreement
regarding conveyance of title. The final Survey of the Property obtained
pursuant to this Paragraph shall determine the Purchase Price for the Property.
SECTION V
CONDITION AND INSPECTION OF PROPERTY
(1) INSPECTION AND FINANCING CONDITION. The Purchaser shall have the
right to a reasonable inspection of the property within 180 days after the
effective date of this contract ("feasibility period"). Should Purchaser be
dissatisfied with the inspection for any reason, Purchaser may, by written
notice to Seller within the 180-day period, terminate this contract without
obligation and receive a refund of its ▇▇▇▇▇▇▇ money deposit. The Purchaser
intends to build and operate a plant to process corn into ethanol upon the
property. In the event that Purchaser is unable to obtain zoning or regulatory
approval from any authority required for Purchaser's intended use, or if
Purchaser is unable to obtain debt or equity financing required for Purchaser's
intended use of the Property, the Purchaser may, by written notice to Seller
within the 180-day period, terminate this contract without obligation and
receive a refund of its ▇▇▇▇▇▇▇ money deposit. If Purchaser is taking such
commercially-reasonable steps prior to the end of the initial 180-day
feasibility period as Purchaser in good faith believes are necessary or
appropriate to obtain such financing, then Purchaser shall have the one-time
right to extend the feasibility period an additional 70 days from the original
date of expiration, and all references herein to the feasibility period, and all
rights of Purchaser which may be exercised prior to the end of the feasibility
period, shall also be extended to such date. Failure by the Purchaser to
terminate this contract prior to the expiration of the feasibility period, shall
constitute Purchaser's acceptance of the property in its "as is"/"where is,"
"with all faults" condition. This provision shall survive the closing. Purchaser
shall hold harmless and indemnify Seller from and against any and all claims,
causes of action, damages, liability and related expenses arising from or
related to inspection of the property by Purchaser or its employees, agents, or
contractors, including but not limited to environmental inspections.
Purchaser 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 attorneys' fees
resulting from any injuries to persons or damage to property which occur as a
result of Purchaser, or its representatives, entering upon the property.
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(2) DISCLAIMER OF WARRANTIES. Other than as expressly provided herein,
including Seller's warranty of title set forth in the Warranty Deed to be
delivered at Closing, SELLER DOES NOT, BY THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, AND SELLER SHALL NOT, BY THE EXECUTION AND DELIVERY OF ANY DOCUMENT
OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE
WHATSOEVER, WITH RESPECT TO THE PROPERTY, AND ALL SUCH WARRANTIES ARE HEREBY
DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES, AND
SHALL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS TO MATTERS OF TITLE (OTHER THAN
SELLER'S WARRANTY OF TITLE SET FORTH IN THE WARRANTY DEED TO BE DELIVERED AT
CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION
(INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS, ORDERS AND
REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR
DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED
SUBSTANCE), VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY
OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY (HEREINAFTER
COLLECTIVELY CALLED THE "DISCLAIMED MATTERS"), BUYER AGREES THAT,
WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON,
EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER. BUYER
WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY (INCLUDING, BUT
NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON
SAME AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING,
BUT NOT LIMITED TO, THE DISCLAIMED MATTERS, MAY NOT HAVE BEEN REVEALED BY
BUYER'S INSPECTIONS AND INVESTIGATIONS. SUCH INSPECTIONS AND INVESTIGATIONS OF
BUYER SHALL BE DEEMED TO INCLUDE AN ENVIRONMENTAL AUDIT OF THE PROPERTY, AN
INSPECTION OF THE PHYSICAL COMPONENTS AND GENERAL CONDITION OF ALL PORTIONS OF
THE PROPERTY, SUCH STATE OF FACTS AS AN ACCURATE SURVEY AND INSPECTION OF THE
PROPERTY WOULD SHOW, PRESENT AND FUTURE ZONING AND LAND USE ORDINANCES,
RESOLUTIONS AND REGULATIONS OF THE CITY, COUNTY AND STATE WHERE THE PROPERTY IS
LOCATED AND THE VALUE AND MARKETABILITY OF THE PROPERTY. SELLER SHALL SELL AND
CONVEY TO BUYER, AND BUYER SHALL ACCEPT, THE PROPERTY "AS IS", "WHERE IS", AND
WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD
PARTY. WITHOUT IN ANY WAY LIMITING ANY PROVISION OF THIS PARAGRAPH V (2), BUYER
SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT HEREBY WAIVES, RELEASES AND
DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE HAD OR MAY HAVE AGAINST SELLER WITH
RESPECT TO (i) THE DISCLAIMED MATTERS, (ii) THE CONDITION OF THE PROPERTY,
EITHER PATENT OR LATENT,
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(iii) THE PAST, PRESENT OR FUTURE CONDITION OR COMPLIANCE OF THE PROPERTY WITH
REGARD TO ANY ENVIRONMENTAL PROTECTION, POLLUTION CONTROL OR LAND USE LAWS,
RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION,
CERCLA, AND (iv) ANY OTHER STATE OF FACTS THAT EXISTS WITH RESPECT TO THE
PROPERTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH V (2) SHALL EXPRESSLY
SURVIVE THE CONSUMMATION OF THE PURCHASE AND SALE OF THE PROPERTY ON THE CLOSING
DATE, THE DELIVERY OF THE DEED AND THE PAYMENT OF THE PURCHASE PRICE, WITHOUT
REGARD TO ANY LIMITATIONS UPON SURVIVAL SET FORTH IN THIS AGREEMENT.
SECTION VI
CLOSING
(1) CLOSING DATE. The closing of this transaction shall take place
within 30 days after the expiration of the feasibility period, or any extension
thereof. However, Purchaser may elect an earlier closing date of this
transaction, upon thirty (30) days written notice to Seller.
(2) POSSESSION. Possession of the property shall be delivered to
Purchaser at closing subject to the rights of ▇▇▇▇▇▇▇ Manufacturing, Inc., a
tenant currently in possession of the property, and subject to the rights of the
current farm tenant. Seller shall provide to Purchaser a copy of Seller's
current Lease with ▇▇▇▇▇▇▇ Manufacturing, Inc., within thirty (30) days of the
execution of this Contract. The Seller's farm lease with ▇▇▇▇▇▇ ▇▇▇▇▇ is an oral
50/50 crop share lease.
(3) DOCUMENTATION. The following documents shall be signed and
delivered at closing:
(a) Deed - Seller shall execute and deliver to Purchaser a
warranty deed conveying good and indefeasible title to the property subject to
the permitted exceptions.
(b) Title Policy - At Seller's expense, the title company
shall issue an owner's policy of title insurance guaranteeing Purchaser's title
to the property to be good and indefeasible, subject only to (i) taxes for
current and subsequent years, (ii) existing building and zoning ordinances,
(iii) the rights of ▇▇▇▇▇▇▇ Manufacturing, Inc., a tenant in possession, (iv)
the rights of any farm tenant in possession, (iv) utility easements common to
the area of which this property is a part, and (vi) easements for state and
county roadways.
(c) Affidavit of Foreign Status - Seller shall deliver to
Purchaser an affidavit stating that Seller is not a "foreign person" under the
Internal Revenue Act of 1986, as amended.
(d) Assignment of interest under the ▇▇▇▇▇▇▇ Manufacturing,
Inc. Lease.
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(e) ▇▇▇▇▇▇'s Affidavit as to no liens except lien for current
real property taxes.
(4) SALE EXPENSES.
(a) Seller's expenses: At or prior to closing, Seller shall
pay any real property taxes or business personal property taxes for the year
2001 payable in 2002; 1/2 of any escrow fee or closing fee charged by the title
company; and other expenses stipulated to be paid by Seller under other
provisions of this contract.
(b) Purchaser's expenses: At or prior to closing, Purchaser
shall pay 1/2 of any escrow fee or closing fee charged by the title company;
recording fee for deed; and any other expenses stipulated to be paid by
Purchaser under other provisions of this contract.
(c) Proration and taxes: Real estate taxes for the year 2002
payable in 2003 shall be prorated through the closing date. Furthermore, the
rent that Seller is entitled to receive under its lease with ▇▇▇▇▇▇▇
Manufacturing, Inc. shall be pro-rated through the closing date. For the 2002
crop year, the Seller and its tenant hereby reserve ownership of the crops
planted on the tillable agricultural real estate. If this sale is not closed by
April 1, 2003, the Seller and its tenant reserve the right to all crops planted
on the tillable agricultural real estate for the 2003 crop year. If the real
property taxes for the year 2002 are not available on the closing date, the
pro-ration shall be made on the basis of the previous year's taxes.
SECTION VII
REPRESENTATIONS
Purchaser and Seller, as applicable, represent that:
(1) LIENS. As of the closing date, there will be no unrecorded liens,
assessments or Uniform Commercial Code security interests against any portion of
the property which will not be satisfied out of the purchase price, other than
the lien for real property taxes not yet due and payable. If any representation
made herein is untrue on the closing date, this contract may be terminated by
the Purchaser, and Purchaser shall be entitled to a full refund of its ▇▇▇▇▇▇▇
money.
(2) HAZARDOUS WASTE. Seller makes no representations or warranties
relating to hazardous waste which may be situated on the property. The
Purchaser, during the feasibility period, or any extension thereof, shall have
the right, at its sole expense, to obtain such environmental audits as Purchaser
may deem necessary in order to assess the fitness of this property for
Purchaser's intended use. Purchaser, and its environmental engineer, shall have
access to the property for the purpose of conducting environmental audits or
inspections. No representation, warranty or indemnification shall be made by
Seller to Purchaser in connection with any condition on the property which may
be determined to be "hazardous material." Hazardous material shall mean (i) any
hazardous waste as defined by the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (CERCLA) (42 USCA ss.9602, et seq) as
amended from time to time, and regulations promulgated thereunder; (ii) any
hazardous
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substance defined by CERCLA and regulations promulgated thereunder; (iii)
asbestos; (iv) polychlorinated biphenyls; (v) underground storage tanks, whether
empty, filled, or partially filled with any substance; (vi) any substance, the
presence of which is prohibited by any federal, state, county, municipal or
other local governmental statutes, regulations, ordinances or resolutions; and
(vii) any other substances which, by any federal, state, county, municipal or
other local governmental statutes, regulations, ordinances or resolutions,
require special handling or notification in their collection, storage,
treatment, or disposal. For the purposes of the foregoing representations and
warranties, "Hazardous Materials Contamination" shall mean the contamination of
the improvements, facilities, soil, ground water, water held in the abandoned
quarry, air, or other elements on or of the property by hazardous materials, or
contamination of any other property as a result of the hazardous materials at
any time emanating from the property.
In the event any environmental report reveals or indicates the
presence or potential presence of any hazardous materials or hazardous materials
contamination, the Purchaser shall have the right to terminate this contract and
receive a refund of its ▇▇▇▇▇▇▇ money deposit. Purchaser shall not have the
right to demand that the Seller remedy any environmental defect which is
discovered. In the event that any environmental report reveals or indicates the
presence or potential presence of any hazardous materials or hazardous materials
contamination, and Purchaser nonetheless proceeds to close this transaction,
Seller shall in no way be responsible for the hazardous materials or hazardous
materials contamination, the presence or potential presence of which is
indicated in any environmental report, or under such further environmental
studies as may be performed by or on the account of Purchaser. Notwithstanding
the foregoing or any other provision of this agreement, Purchaser shall not be
liable to Seller and shall not otherwise indemnify or hold Seller harmless
against any claim brought by a third party (including any governmental entity or
agency) which arises out of or is related to the environmental condition of the
Property on or before the closing date.
(3) SELLER'S AUTHORITY TO ACT. Seller represents that all entities
listed herein as "Seller" are duly authorized limited liability companies,
validly existing and in good standing in the State of Indiana. Further, ▇▇▇▇▇▇
has all requisite power and authority to execute and deliver this Contract and
perform its obligations hereunder, and such authorization, delivery and
performance does not conflict with any other agreement or arrangement to which
Seller is a party or by which Seller is bound.
Any misrepresentation or breach of any representation, warranty
or contract under this section shall be deemed a default for purposes of this
contract.
SECTION VIII
BROKER AND COMMISSION
(a) All negotiations relative to this Agreement and the purchase and
sale of the Property as contemplated by and provided for in this Agreement have
been conducted by and between Seller and Buyer without the intervention of any
person or other party as agent or broker, with the exception of ▇▇▇▇▇▇▇ REALTORS
AND ITS AGENT, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("BROKER").
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Seller, Buyer and Broker warrant and represent to each other that other than
with regard to Broker, Seller and Buyer have not entered into any agreement or
arrangement and have not received services from any broker or broker's employees
or independent contractors which would give rise to any claim, and there are and
will be no broker's commissions or fees payable in connection with this
Agreement or the purchase and sale of the Property by reason of their respective
dealings, negotiations or communications except the commission payable to Broker
by Seller in accordance with the terms and provisions of SUBPARAGRAPH (b),
below. Buyer shall in no event be responsible or liable for the payment of any
commission or fee to Broker in connection with the purchase and sale of the
Property. ▇▇▇▇▇▇ agrees that, notwithstanding anything to the contrary contained
in this Agreement, if the purchase and sale of the Property is not consummated
in accordance with this Agreement, regardless of the reason or the party at
fault, and regardless of whether such failure results from the misconduct, bad
faith act or breach or default of a party under this Agreement, no commission,
fee or other charge shall have been earned by or be payable to Broker, and
neither Seller nor Buyer shall be obligated or liable to Broker for any
commission, fee or other charge of any kind in regard to this Agreement or the
purchase and sale of the Property. If the purchase and sale of the Property is
consummated in accordance with this Agreement, payment of the commission
specified in SUBPARAGRAPH (b), below, shall constitute full and complete payment
and satisfaction of any and all commissions, fees, charges and claims of Broker
and ▇▇▇▇▇▇'s agents, employees, representatives and affiliates arising from, in
connection with or with respect to this Agreement and the purchase and sale of
the Property. Broker acknowledges that Broker is a party to this Agreement for
the sole purpose of setting forth Broker's rights to the payment of a commission
or fee in connection with the purchase and sale of the Property and Broker's
covenants as contained in this paragraph. ▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇ has no other
rights with respect to the payment of a commission or fee in connection with
this Agreement or the purchase and sale of the Property, except as specifically
set forth in this Section VIII. Seller, ▇▇▇▇▇ and ▇▇▇▇▇▇ shall and do each
hereby indemnify, defend and hold harmless each of the others from and against
the claims, demands, actions and judgments of any and all brokers, agents and
other intermediaries alleging a commission, fee or other payment to be owing by
reason of their respective dealings, negotiations or communications in
connection with this Agreement or the purchase and sale of the Property.
(▇) ▇▇▇▇▇▇ has acted as agent for Seller in this transaction and is to
be paid a commission at Closing in an amount equal to six percent (6%) of the
Purchase Price. ▇▇▇▇▇▇ agrees to provide at Closing a sworn affidavit with
respect to the payment of the compensation due Broker at Closing in connection
with the transaction contemplated by this Agreement.
SECTION IX
DEFAULT
If Purchaser fails to comply with any provision of this contract, the
Seller may terminate this contract without obligation and seek such other relief
as may be provided by Indiana law. If Seller fails to comply with any provision
of this contract, the Purchaser may terminate this contract without obligation
and receive a refund of its ▇▇▇▇▇▇▇ money deposit, and seek such other relief as
may be provided by Indiana law.
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SECTION X
ATTORNEY'S FEES
Any party to this contract who is the prevailing party in any legal
proceeding brought under or relating to this contract shall be entitled to
recover court costs and reasonable attorney's fees from the non-prevailing
party.
SECTION XI
ENTIRE CONTRACT
This contract contains the entire contract between the parties and
cannot be changed except by their written consent thereto.
SECTION XII
EFFECTIVE DATE
The effective date of this contract shall be deemed to be the date when
the title company receives this fully executed contract, together with
▇▇▇▇▇▇▇▇▇'s ▇▇▇▇▇▇▇ money deposit of $50,000. If any date for performance under
this contracts falls on a Saturday, Sunday, or legal holiday, the date for
performance shall be deemed to be the next business day.
SECTION XIII
MISCELLANEOUS PROVISIONS
(1) NOTICES. All notices shall be in writing and effective upon receipt
by hand delivery, upon the next business day if mailed by reputable overnight
carriers with verifiable confirmation procedure, or upon mailing if mailed by
certified U.S. mail, return receipt requested, and addressed as follows:
SELLER: Pleasant Ridge Quarry Life Interest, LLC
Pleasant Ridge Quarry Remainder Interest, LLC
Pleasant Ridge-Salem Township Farms Life Interest, LLC
Pleasant Ridge-Salem Township Farms Remainder Interest, LLC
c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PURCHASER: Iroquois Bio-Energy Company, LLC
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(2) GOVERNING LAW. This contract shall be governed by, and construed in
accordance with, the laws of the State of Indiana applicable to contracts made
and performed in Indiana.
(3) BINDING EFFECT. This contract shall be binding upon and inure to
the benefit of the parties and their heirs, executors, legal administrators,
successors and assigns.
(4) ASSIGNMENT. Purchaser shall have the right, without Seller's
consent, to assign Purchaser's rights under this contract to another entity
organized by Purchaser for the purpose of using the property as described in
this contract.
IN WITNESS WHEREOF, the parties have executed this contract on the
date(s) written below.
PLEASANT RIDGE QUARRY REMAINDER INTEREST, LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
PLEASANT RIDGE QUARRY LIFE INTEREST, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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PLEASANT RIDGE-SALEM TOWNSHIP FARMS REMAINDER INTEREST, LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
PLEASANT RIDGE-SALEM TOWNSHIP FARMS LIFE INTEREST, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
SELLER
IROQUOIS BIO-ENERGY COOPERATIVE
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. 7/18/02
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▇▇▇▇ ▇▇▇▇▇▇, ▇▇., Secretary
PURCHASER
11
EXHIBIT A
Aerial Photograph