Exhibit 10.28


 


	
  STATE
  OF KANSAS}

  	
   

  	
  [SEAL: REGISTER OF DEEDS]

  
	
  ANDERSON
  COUNTY} S.S.                             Fee $20.00

  	
   

  	
   

  
	
  This
  Instrument was filed for Record on this 27th day of 

  	
   

  	
  Entered
  in Transfer Record in my office this 27th day of 

  
	
  Dec. A.D.
  2005 at 2:55 P.M. and duly Recorded Book 164 of 

  	
  December 2005

  
	
  Deeds
  on Page 88

  	
  /s/Phyllis
  Gettler

  	
   

  
	
   

  	
   

  	
  /s/ Sandra J. Baugher

  	
   

  	
   

  	
   

  	
  County
  Clerk

  
	
   

  	
  REGISTER OF DEEDS

  	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Connie S. Prine 

  	
   Deputy

  	
   

  	
   

  	
   

  
										



 


WARRANTY DEED


 


THIS WARRANTY DEED, made as of December 20, 2005, by and between. EAST KANSAS AGRI-ENERGY, L.L.C., a Kansas limited liability
company duly organized and existing udder the laws of the State of Kansas, and
having its principal place of business at 210 1⁄2 East 4th Avenue, Garnett,
Kansas, party of the first part, and the CITY OF GARNETT, KANSAS,
a municipal corporation duly organized and existing under the laws of the State
of Kansas, and having its principal place of business at 131 W. 5th Avenue,
Garnett Kansas 66032, party of the second part.


 


WITNESSETH: THAT SAID PARTY OF THE FIRST PART, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable
consideration, the receipt of which is hereby acknowledged, does by these
presents WARRANT AND CONVEY, unto the party of
the second part, its municipal successors and assigns, all of the following
described REAL ESTATE situated in the County of
Johnson and State of Kansas, to-wit:


 


See
attached Exhibit A.


 


SUBJECT, HOWEVER TO THE FOLLOWING PERMITTED ENCUMBRANCES: as of any particular time (a) liens
for ad valorem taxes and special assessments not then delinquent, (b) the
Future Advance Mortgage in favor of Home Federal Savings Bank, as lender,
recorded in Book 210 MTG at Page 10, as supplemented and amended, (c) the
Trust Indenture dated as of December 1, 2005, by and between the party of
the first part and Security Bank of Kansas City, as trustee, (d) the
Lease Agreement dated as of December 1, 2005, by and between the party of
the first part and the party of the second part, (e) utility, access
and other easements and rights-of-way, mineral rights, restrictions, exceptions
and encumbrances that will not materially interfere with or impair the
operations being conducted on the Project Site (as defined in the Lease
Agreement) or easements granted to the City, (f) such minor defects,
irregularities, encumbrances, easements, mechanic’s liens, rights-of-way and
clouds on title as normally exist with respect to properties similar in
character to the Project (as defined in the Trust Indenture) and as do not in
the aggregate materially impair the property affected thereby for the purpose
for which it was acquired or is held by the City, (g) any other lien,
encumbrance, lease, easements, restrictions or covenants consented to by the
Owner of 100% of the aggregate maximum principal amount of the Bonds (as
defined in the Trust Indenture), and (h) all other exceptions contained on
Schedules BI and II to Title Commitment No. NCS-194717 issued by First
American Title Insurance Company, Effective Date: October 24, 2005.


 


TO HAVE AND TO HOLD THE SAME, together with all and singular the tenements, hereditaments and
appurtenances thereunto belonging or in anywise appertaining forever, and the
said party of the first, for itself, its successors and assigns, does hereby
covenant, promise and 


 

















 


agree,
to and with said party of the second part, that at the delivery of these
presents, it is lawfully seized in its own right of an absolute and
indefeasible estate of inheritance, in fee simple, of and in all and singular
the above granted and described premises, with the appurtenances; that the same
are free, clear, discharged and unencumbered of and from all former and other
grants, titles, charges, estates, judgments, taxes, assessments and
encumbrances, of what nature and kind soever, except as above stated, and that
it will WARRANT and FOREVER
DEFEND the same unto said party of the second part, its municipal
successors and assigns, against said party of the first part, its successors
and assigns, and all and every person or persons whomsoever, lawfully claiming
or to claim the same, except as above stated.


 


THIS CONVEYANCE IS FOR THE PURPOSE OF SECURING A DEBT OR OTHER
OBLIGATION AND IS EXEMPT FROM THE REQUIREMENTS OF A SALES VALIDATION
QUESTIONNAIRE PURSUANT TO K.S.A. 79-1437e(2)


 


[Remainder of page intentionally blank.]


 

















 


IN
WITNESS WHEREOF, the said party of the first part has hereunto caused this
Deed to be signed on its behalf by its Chairman and President, thereunto duly
authorized so to do.


 


	
   

  	
  EAST
  KANSAS AGRI-ENERGY, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William R. Pracht

  	
   

  
	
   

  	
   

  	
  William R. Pracht

  
	
   

  	
   

  	
  Chairman and President

  



 


ACKNOWLEDGMENT


 


	
  STATE
  OF KANSAS

  	
  )

  
	
   

  	
  )
  SS.

  
	
  COUNTY
  OF ANDERSON

  	
  )

  



 


BE
IT REMEMBERED, that on this 20th day of December 2005, before me the
undersigned, a Notary Public in and for the County and State aforesaid, came
William R. Pracht, Chairman and President of East Kansas Agri-Energy, L.L.C., a
Kansas limited liability company, who is personally known to me to be such
Member, and who is personally known to me to be the same person who executed,
as such Member, the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the
day and year last above written.


 


	
   

  	
  /s/
  Carol Foltz

  	
   

  
	
   

  	
  Notary
  Public

  



 


	
  [SEAL]  [CAROL FOLTZ

  	
  ]

  
	
    [My Appt. Expires 10-31-2007]

  



 


My
commission expires 10-31-2007


 

















 


EXHIBIT A


 


Tract
1:


All
of Lots One (1), Two (2), Three (3) and Four (4), except the West 450 feet
of said Lot Two (2) and Lot Three (3), in the Golden Prairie Industrial
Park Addition to the City of Garnett, Anderson County, Kansas.


 


A
strip of land described as the South 50 feet of the West 450 feet of Lot Two
(2), in the Golden Prairie Industrial Park Addition to the City of Garnett,
Anderson County, Kansas;


 


together
with the southern half of vacated NE 1700 Road abutting the northern boundary
of the land described above.


 


Tract
2:


Beginning
at a 1/2” rebar at the Southwest corner of the Southeast Quarter (SE/4) of Section Thirty
(30), Township Twenty (20) South, Range Twenty (20) East of the Sixth Principal
Meridian, THENCE North 02°14’48” West for a distance of 925.52 feet to a 1/2”
rebar on the West line of said Southeast Quarter (SE/4), THENCE South 68°39’56”
East for a distance of 896.17 feet to a 1/2” rebar; THENCE South 74°03’04” East
for a distance of 428.02 feet to a 1/2” rebar; THENCE South 02°14’48” East for
a distance of 444.00 feet to a 1/2” rebar on the South line of said Southeast
Quarter (SE/4); THENCE South 88°15’01” West for a distance of 1228.00 feet
along said South line to the point of beginning;


 


together
with the northern half of vacated NE 1700 Road abutting the southerly boundary
of the land described above.


 


Tract
3:


Lot
Five (5) and Lot Six-A (6-A), less the North 100 feet of said Lot Six-A
(6-A), in Golden Prairie Industrial Park Addition to the City of Garnett,
Anderson County, Kansas.


 


Tract
4:


Grant
of Easement and Right of Way dated April 5, 2005 recorded April 7,
2005 in Book 77, of MCL, page 59, in the office of the Register of Deeds,
Anderson County, Kansas, covering the following property:


 


Commencing
at a 1/2” rebar at the Southeast Comer of the Southwest Quarter of Section 30,
Township 20 South, Range 20 East of the Sixth Principal Meridian, City of
Garnett, Anderson County, Kansas; THENCE North 02 degrees 14 minutes 48 seconds
West for a distance of 798.23 feet along the East line of said Southwest Quarter;
THENCE North 70 degrees 59 minutes 38 seconds West for a distance of 51.33 feet
to the East line of the Rail Road Depot as described in Deed Book 16, Page 605
the POINT OF BEGINNING; THENCE North 70 degrees 59 minutes 38 seconds West for
a distance of 301.01 feet to the West line of said Rail Road Depot; THENCE
north 12 degrees 22 minutes 55 seconds East for a distance of 60.40 feet along
said West line; THENCE South 70 degrees 59 minutes 38 seconds East for a
distance of 305.09 feet to the East line of said Rail Road Depot; THENCE South
16 degrees 15 minutes 12 seconds West for a distance of 60.06 feet to the POINT
THE BEGINNING. Together with and subject to covenants, easements, and
restrictions of record. Said property contains 18182.9 square feet more or less
in Anderson County, Kansas, as shown on survey by Taylor Design Group, P.A.,
dated March, 2005.