Exhibit 10.13


 


NOTICE OF INTENT TO EXERCISE
OPTION TO PURCHASE


 


	
  TO OWNERS:

  	
   

  	
  Douglas L. Tessmann and Heather C. Tessmann

  
	
   

  	
   

  	
  Husband and wife as survivorship marital property

  
	
   

  	
   

  	
  N7990 CTH EF

  
	
   

  	
   

  	
  Cambria, WI  53923

  
	
   

  	
   

  	
   

  
	
  FROM OPTIONHOLDER:

  	
   

  	
  United Wisconsin Grain Producers, LLC

  
	
   

  	
   

  	
  Post Office Box 247

  
	
   

  	
   

  	
  Friesland, WI  53935-0247

  
	
   

  	
   

  	
   

  
	
  COPY TO:

  	
   

  	
  Attorney John C. Frank

  
	
   

  	
   

  	
  Latrop & Clark

  
	
   

  	
   

  	
  Attorneys for Tessmanns

  
	
   

  	
   

  	
  Post Office Box 1507

  
	
   

  	
   

  	
  Madison, WI  53701-1507

  
	
   

  	
   

  	
   

  
	
  REGARDING:

  	
   

  	
  All that part of the Northwest Quarter lying West of the Chicago and
  Northwestern Railroad, except lands described in Volume 187 of Deeds, Page
  374, Section 27, Township 13 North, Range 12 East, Town of Randolph, Columbia
  County, Wisconsin.

  
	
   

  	
   

  	
  Tax Parcel Nos.: 11-034-535, 11-034-536, 11-034-537, 11-034-539

  
					



 


WHEREAS, on November
12, 2002, the above-named Owners and Optionholder entered into an Option to
Purchase those lands described above and located in Section 27, Township 13
North, Range 12 East, Town of Randolph, Columbia County, Wisconsin, consisting
of 114.6 acres, more or less, a copy of which Option to Purchase is attached
hereto as Exhibit A; and


 


WHEREAS, said
agreement provides at Lines 9 through 18 thereof that notice of Optionholder’s
intent to exercise the option to purchase shall be given to Owners anytime on
or before March 1, 2004;


 


NOW, THEREFOR, NOTICE IS HEREBY GIVEN by
Optionholder, United Wisconsin Grain Producers, LLC, to Owners, Douglas L.
Tessman and 


 

















 


Heather C.
Tessman, of Optionholder’s intent to so exercise said option to purchase at a
total purchase price of said option real estate of One Million Dollars.  Optionholder proposes to close on the option
real estate described above in two separate transactions as set forth on
Exhibit B attached hereto and made a part hereof.


 


Dated this  22  day of
  Sept      , 2003


 


	
   

  	
   

  	
  OPTION HOLDER:

  
	
   

  	
   

  	
  UNITED WISCONSIN GRAIN PRODUCERS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kevin Roche
  - Kevin Roche

  	
   

  
	
  *=PRINT NAME AND TITLE

  	
   

  	
  * president

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Robert Lange
  – Robert Lange

  	
   

  
	
   

  	
   

  	
   

  	
  * Sect.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Receipt of
  the foregoing Notice is acknowledged and the terms are accepted.

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Douglas L.
  Tessman

  	
   

  
	
   

  	
   

  	
  Douglas L.
  Tessmann, Owner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Heather C.
  Tessman

  	
   

  
	
   

  	
   

  	
  Heather C.
  Tessman, Owner

  	
   

  



 


This document
drafted by:


Attorney Lan
Waddell


Waddell of Columbus,
S.C.


Attorneys for
UWGP


Post Office
Box 407


Columbus,
WI  53925


(920) 623-1111


 

















 


EXHIBIT A


 


NOTICE OF INTENT TO EXERCISE OPTION TO
PURCHASE


 


	
  OWNERS:

  	
   

  	
  Douglas L. Tessmann and Heather C. Tessman

  
	
   

  	
   

  	
   

  
	
  OPTIONHOLDER:

  	
   

  	
  United Wisconsin Grain Producers, LLC

  



 


 


OPTION TO PURCHASE


 


November 12, 2003


 


[previously submitted]


 

















 


EXHIBIT B


 


NOTICE OF INTENT TO EXERCISE OPTION TO
PURCHASE


 


 


	
  OWNERS:

  	
   

  	
  Douglas L. Tessmann and Heather C. Tessman

  
	
   

  	
   

  	
   

  
	
  OPTIONHOLDER:

  	
   

  	
  United Wisconsin Grain Producers, LLC

  



 


 


TWO (2) SEPARATE CLOSINGS PROPSED


 


 


Closing
No. 1:


 


Real Estate:                                                                                  Entire option
real estate parcel as described above LESS ten (10 acres with the buildings to
be surveyed off at Optionholder’s expense.


 


Portion of


Total Option


Purchase


Price:                                                                                                                   Seven
Hundred Thousand Dollars ($700,000)


 


Closing Date:                                                                        As
agreed upon but not sooner than September 2, 2003, and not later than January
1, 2004.


 


Additional


Provisions:                                                                                    1.                                       Optionholder
agrees that they will pay for any crop damages at the rate of $400/acre and
Owners shall provide on-going information to Optionholder regarding such crop
damages.


 


2.                                       Optionholder
shall cooperate with Owners in transferring corn base and Owners shall provide
to Optionholder any documentation which requires their signature to accomplish
the same.


 


3.                                       With regard to
the option real estate which is subject to this Closing No. 1, Optionholder
proposes to lease said lands back to Owners following closing in those terms


 

















 


and conditions as set forth in the Proposed Farm Lease Agreement
attached hereto as Exhibit C.


 


Closing No. 2:


 


Real Estate                                                                                     Ten
(10) acres with the buildings which were surveyed off of the total option real
estate at Optionholder’s expense and excluded from the lands subject to Closing
No. 1.


 


Balance of


Total Option


Purchase


Price:                                                                                                                   Three
Hundred Thousand Dollars ($300,000)


 


Closing Date:                                                                        As
agreed; but not sooner than June 4, 2004 nor later than June 30, 2004.


 


Additional


Provisions:                                                                                    1.                                       Optionholder
agrees that they will pay for any crop damages at the rate of $400/acre and
Owners shall provide on-going information to Optionholder regarding such crop
damages.


 


2.                                       With regard to
the option real estate which is subject to this Closing No. 2; being all
buildings including the residence and the approximately 10 acres to be surveyed
off of the original option real estate parcel, Optionholder proposes to lease
said land and buildings back to Owners following closing on those terms and
conditions as set forth in the Proposed Residential Lease Agreement attached
hereto as Exhibit D.


 

















 


EXHIBIT
C


 


NOTICE
OF INTENT TO EXERCISE OPTION TO PURCHASE


 


	
  OWNERS:

  	
   

  	
  Douglas L. Tessmann and Heather C. Tessman

  
	
   

  	
   

  	
   

  
	
  OPTIONHOLDER:

  	
   

  	
  United Wisconsin Grain Producers, LLC

  



 


PROPOSED FARM LEASE AGREEMENT

REGARDING CLOSING NO. 1 AS SET FORTH ON EXHIBIT A


 


THIS AGREEMENT is
made this
            day
of                     ,
2003, by and between United Wisconsin Grain
Producers, LLC, (hereinafter “Lessor”) and Douglas L. Tessmann and Heather C. Tessmann
(hereinafter “Lessee”) for the use of the Lessor’s farmland described below as
the “Leased Premises” and located in Section 27, Township13 North, Range 12
East, Town of Randolph, Columbia County, Wisconsin.


 


1.             Leased Premises. 
The Leased Premises shall consist of the following (description to be
confirmed by survey/titlework):


 


All that part
of the Northwest Quarter lying West of the Chicago and Northwestern Railroad,


EXCEPT lands
described in Volume 187 of Deeds, Page 374, Section 27, Township 13 North,
Range 12 East, Town of Randolph, Columbia County, Wisconsin,


ALSO EXCEPT
approximately ten (10) acres with buildings to be surveyed off of the
above-referenced parcel


ALSO EXCEPT
lands designated by Lessor for construction purposes.


Tax Parcels Nos: 11-034-535, 11-034-536,
11-034-537, 11-034-539


 


(hereinafter the “Leased
Premises”).


 


2.             Term.  The initial
term of this lease shall be from the date of the execution of this lease
agreement through December 31, 2004.


 

















 


3.             Lease Payments. 
Annual payments in the amount of $80.00 per acre shall be made and shall
be based on the planted acres which were included in the Option to Purchase
between the parties dated November 12, 2003, and being part of “Closing No. 1”
as set forth on Exhibit B, hereof. 
Payments are due in one single payment on July 1st of each
year.


 


The actual
number of acres subject to this lease agreement and the legal description of
the Lease Premises shall be mutually agreed upon between the parties prior to
Lessee making the initial annual payment hereunder to Lessor.


 


4.             Crop Damage Payments. 
Lessor shall compensate Lessee for any acres which are disturbed by
Lessor for construction after such acres have been planted by Lessee.  Said compensation shall be paid at the rate
of $400/acre, payable within 30 days of the damage occurring.  The rate of such payment shall be adjusted
each year by mutual agreement of the parties. 
The rate of such payment shall be $400.00 or more each year, as
determined by mutual agreement of the parties.


 


5.             Automatic Renewal. 
This lease shall automatically renew for additional one-year periods on
the same terms unless written notice is delivered by one party to the other on
or before September 1st of the then-current lease term of their intention to
discontinue this lease.  Said written
notice shall be delivered to the other party at the address set forth below:


 


	
  United Wisconsin Grain

  	
   

  	
  Douglas
  and Heather Tessman

  
	
          Producers, LLC

  	
   

  	
  N7990 CTH EF

  
	
  Post Office Box 247

  	
   

  	
  Cambria,
  WI  53923

  
	
  Friesland, WI  53935-0247

  	
   

  	
   

  



 


Unless this lease earlier terminates, Lessor shall not rent the Leased
Premises, or any portion thereof, to any farmer renter, other than Lessee,
during the 2004 through 2009 growing seasons.


 

















 


6.             Renegotiation of Terms:  All terms of any continuations under this
lease may be renegotiated at the end of each lease term as set forth next
above, except the per-acre rental price shall remain $80.00 per acre through
the 2010 crop year season.


 


7.             Termination.  Upon notification by either party to the other of their election
to terminate this lease agreement pursuant to Paragraph 5 above, then Lessee
shall remove the current growing crop and their equipment no later than the end
of the then-current lease year.  If, and
only if, extenuating circumstances prevent the removal of said crops by the
last day of the then-current lease year then, and only under those
circumstances, Lessee shall remove said crops and equipment at the first
opportunity so as to free the land for the owner.  Under no circumstances shall Lessee have a date beyond March 31st
following the end of the year in which this lease is terminated to remove their
crops and equipment.  Any crops and
equipment remaining in the field on April 1st following the end of
the year in which this lease is terminated shall belong to Lessor to harvest
and possess at Lessor’s discretion. 
Lessor may terminate all or any portion of this lease agreement at any
time there is a growing crop by paying Lessee the $400/acre damages as set
forth at Paragraph 4 above.  If notice
is given regarding a need for additional acres prior to spring work or
following harvest, this lease will be terminated for those acres without
additional payment.


 


7.             Assignment of Lease/Sublease:  This lease shall not be assigned by Lessee
nor shall any part of the Leased Premises be sublet by Lessee without the prior
written permission of Lessor which permission is not anticipated to be given.


 


8.             Surrender of Leased Premises Upon Termination.  At the termination of this lease agreement,
Lessee shall yield up all of the Leased


 

















 


Premises in such state of repair, cultivation, and management as
existed at the beginning of this lease agreement and in compliance with the
covenants contained herein.


 


9.             Lessor’s Entry on Premises.  Lessor may enter to view the Leased Premises
or to exhibit the same to a subsequent tenant or purchaser at all reasonable
times without further permission from Lessee.


 


10.           Lessee’s Right re: Crops.  Lessee has the right to remove all corps
produced on the Leased Premises during the term of the lease.


 


11.           Agricultural Purposes Only.  Lessee shall use the Leased Premises for
agricultural purposes only suing normally-accepted and approved farming
methods.


 


12.           No Hunting.  This lease agreement does not provide hunting privileges to the
Lessee on any portion of the Leased Premises.


 


13.           Taxes. 
Lessor shall pay all federal, state, county and municipal taxes which
are or shall become a lien against the Leased Premises by federal, state,
county or city governments or any legally-constituted division thereof.


 


14.           Insurance.  The Leased Premises consist of farmland only and no buildings;
therefore.  Lessee shall be responsible
for insuring Lessee’s property on the Leased Premises.  In addition, Lessee shall maintain liability
insurance coverage in a minimum amount of $500,000.00 which shall name Lessor
as an additional insured thereon and Lessee shall provide Lessor with evidence
of the same.


 


15.           Condemnation of Leased Premises.  Should the whole or any party of the Leased
Premises be condemned or otherwise appropriated to the use of any governmental
agency having jurisdiction thereof, the rent shall forthwith abate according to
the extent to which the premises have been condemned or appropriated.


 

















 


16.           Binding Agreement.  This lease agreement shall be binding upon
the parties hereto, the heirs, personal representatives, successors and assigns
of the Lessee ad upon the assigns and successors in the interest of the Lessor.


 


18.           Jurisdiction of Disputes.  This agreement shall be interpreted under
the laws of the State of Wisconsin and any disputes regarding this agreement
shall be decided in the courts of Columbia County, Wisconsin, unless otherwise
specifically agreed to by the parties, and the prevailing party in any dispute
under this agreement shall be allowed to recover both its damages and
reasonable attorneys’ fees and costs.


 


IN WITNESS WHEREOF,
we have hereunto set our hands and seals this 22  day of
  Sept        , 2003.


 


	
  LESSOR:

  	
   

  	
  LESSEE:

  
	
  UNITED
  WISCONSIN GRAIN

  PRODUCERS, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Kevin Roche

  	
   

  	
  Douglas L. Tessmann

  	
   

  
	
   

  	
  *     President

  	
   

  	
  Douglas L. Tessmann

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Robert Lange

  	
   

  	
  Heather C. Tessmann

  	
   

  
	
   

  	
  *     Secretary

  	
   

  	
  Heather C. Tessmann

  	
   

  
						



 


*=PRINT NAME AND TITLE


 


This agreement drafted by:


Attorney Lan Waddell


Waddell of Columbus, S.C.


Attorneys for UWGP


Post Office Box 407


Columbus, WI 
53925


(920) 623-1111