exv10w36



 





Exhibit 10.36




OPTION TO PURCHASE REAL PROPERTY




     Option given this 6th day of December, 2005, by Mitchell County Development
Authority, Optioner, to First United Ethanol, LLC, a Georgia limited liability company, Optionee.



SECTION 1




Grant of Option




     Optioner, in consideration of $5,000 paid by Optionee to Optioner, receipt of which is
acknowledged by Optioner, grants to Optionee the exclusive right and option to purchase, on the
following terms and conditions, any portion of, or all of, that real property known as “Pinecrest
Farm” in Land Lots 290, 310, and 311 in the 10th Land District of Mitchell County,
Georgia, described as follows:


A tract of land known as “Pinecrest Farm”, and being an aggregate four separate tracts, more
particularly described as follows:



Tract 1. 57,745 acres of land, more or less, on Lot 290 in the 10th Land
District of Mitchell County, Georgia, being all of a tract of 93.12 acres in said lot and district
acquired by Robert Culpepper, Jr. under foreclosure deed from James Jordan and Ethalee Jordan,
recorded in the Land Records of Mitchell County, Georgia, in Deed Book 91, page 247 and 248, EXCEPT
two tracts – one of 22 acres conveyed by Robert Culpepper, Jr. to Ross Edwin Nesmith, and the other
a tract of 13.375 acres conveyed by Robert Culpepper, Jr. On July 30, 1980, to his six children,
the tract of 57.745 being shown as Tract Two in deed from Robert Culpepper, Jr. to his six
children, dated December 20, 1980, and recorded in the Land Records of Mitchell County, Georgia in
Deed Book 236, page 466, 467, and 468, and such deed and description of Tract Two therein is by
reference expressly made a part of this description. The 57.745 acres herein described being
bounded on north partly by lands sold to Ross Edwin Nesmith and partly by land sold to Cagle’s on
the east partly by lands of Busy Hicks, partly by lands of Surprise Maples, or his successors in
title, and partly by lands sold to Cagle’s on the west by lands of Robert Culpepper, Jr. separated
by road running north and south, and on the south by dirt road running east and west.



Tract 2 25.4 acres of land in Lot 310 in the 10th Land District of Mitchell
County, Georgia known as Gabe Cooper Place, bounded by north by county dirt road, on the east by
right-of-way of Seaboard Coastline Railroad Company, on the west by dirt road and lands now or
formerly of C. D. May and Fowler Estate, on the south by lands now or formerly owned by Joe Gooden,
being the same lands conveyed by Robert Culpepper, Jr. to Helen C. Stacey, et al. In deed dated
May 7, 1979, and recorded in the Land Records of Mitchell County, Georgia, in Deed Book 215, page
644, and by reference made a part hereof.



Tract 3. 35.115 acres of land in Lot 311 in the 10th Land District of Mitchell
County, Georgia, being bounded on north by lands of Mitchell County, Georgia, used as landfill, on
the east right-of-way of Seaboard Coastline Railroad, on south by dirt road running east and west,
and west by county dirt road running north and south and separating this tract from land now or
formerly




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owned by Fowler Estate. This was originally a 56.25-acre tract, from which 20 acres were sold to
the County on the north, and by 1.135 acres was conveyed to the County on the west for road
purposes.



Tract 4 149.19 acres of land, more or less, in Lot 311 in the 10th Land
District of Mitchell County, Georgia, more particularly described in deed from United States of
America for Farmers Home Administration, dated April 6, 1954 and recorded in Office of the Clerk of
the Superior Court of Mitchell County, Georgia in Deed Book 100, page 176 and 177, the description
therein being by referenced made a part hereof. Bounded on north by Nesmith lands, west by SCL
Railroad right-of-way, on south by public road, and on east by Tract 1, above and the 22 acres
tract sold to Ross Nesmith.



The above four tracts constituting one body of land being 268 acres, more or less.



Said property being a portion of the property awarded to Emaly C. Conerly, Robert Culpepper, III,
India C. Dennis, and James F. Culpepper in Civil Action No. 99-V-121 in the Superior Court of
Mitchell County, Georgia. A copy of said Order being recorded in Deed book 748, page 283 in the
office of the clerk of Superior Court of Mitchell County, Georgia.




SECTION 2




Option Period




     The term of this option shall be three hundred (300) days, commencing on December 6, 2005, and
continuing until 5:00 P.M. on October 2, 2006.



SECTION 3




Purchase Price of Property




     The full purchase price of the property is (a) if the Optionee elects to purchase less than
the entirety of the property described above, the greater of $7,500.00 per acre or the sum
necessary to pay in full that certain note from Optioner to Flint River National Bank, dated June
3, 2005, in the original principal amount of $570,263.50, which not4 is secured by the above
described property; or (b) if the Optionee elects to purchase the entirety of the property
described above, $1,000,000.00. In either event, the purchase price shall be payable as provided
in this agreement if optionee elects to exercise this option.



SECTION 4




Application of Consideration to Purchase Price




     If Optionee purchases the property described in this option, and under the terms and
conditions of this agreement the consideration paid for this option shall be applied to the
purchase price.



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SECTION 5




Exercise of Option




     Optionee may exercise this option by giving Optioner written notice, signed by Optionee,
before the time set for expiration. Within 30 days after receipt of such notice, Optioner shall
deliver to Optionee, against payment of the purchase price, a warranty deed to the property.
Tender of a bank certified or cashier’s check for the purchase price, less any amount already paid
by Optionee and to be credited to Optionee, shall constitute a sufficient tender.



SECTION 6




Title




     Title to the property shall be conveyed free and clear of all encumbrances except the
following:




	 	(1)	 	All easements whether visible or not, in writing or not, encroachments,
measurements, party walls or any other facts which a correct survey of the property
described herein would disclose.
	 
	 	(2)	 	Rights of tenants in possession, if any.
	 
	 	(3)	 	Any action by any municipal, county or other governmental entity or agency
(heretofore or hereafter taken) for the purpose of regulating the use, occupancy or
zoning of the property described above, or any building, structure or improvement
thereon.
	 
	 	(4)	 	The exact location of boundary lines, possible encroachments and other facts
which would be disclosed by an accurate survey and inspection of the property; possible
liens of architects, laborers, materialmen for improvement of the property, not filed
of record at the effective date of this Certificate of title; and rights, if any, of
persons who maybe in possession under claims not appearing of record.
	 
	 	(5)	 	Title to that portion of the above described property embraced within the
bounds of roads, highways, easements and rights-of-way.
	 
	 	(6)	 	Matters of record subsequent to the date of this Certificate of Title.
	 
	 	(7)	 	The rights of others in and to any steam running though the property or along
any of the property lines.
	 
	 	(8)	 	Any violation of consumer credit protection, truth-in-lending, or similar laws,
and the Real Estate Settlement Procedures Act of 1974, as amended.
	 
	 	(9)	 	Any bankruptcy proceedings or any orders of any court arising from said
proceedings directly or indirectly effecting said property.
	 
	 	(10)	 	Any and all effects of the proximity of the above described property to a tract
identified by the Georgia Environmental Protection Division as a Hazardous Site
	 
	 	(11)	 	Other Liens and encumbrances: (a) Right of way easement for road purposes to
Mitchell County, Georgia, dated September 23, 1981 and recorded at Deed book 229, Page
301 in the office of the Clerk of the Superior Court of Mitchell county, Georgia; (b)
Right of way easement for utility purposes to Georgia Power Company, dated December 19,
1967 and recorded at Deed book 147, Page 202 in the office of the Clerk of the Superior
Court of Mitchell County, Georgia; (c)




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	 	 	 	Right of way easement for utility purposes to Georgia Power Company, dated December
29, 1955 and recorded at Deed Book 105, Page 295 in the office of the Clerk of the
Superior Court of Mitchell county, Georgia; (d) Right of way easement for utility
purposes to Georgia Power company, dated December 29, 1955 and recorded at Deed Book
105, Page 296 in the office of the Clerk of the Superior court of Mitchell county,
Georgia; (e) Right of way grant for utility pipeline to South Georgia Natural Gas
Company, dated March 16, 1955 and recorded at Deed Book 101, Page 368 in the office
of the Clerk of the Superior Court of Mitchell County, Georgia; (f) Right of way
grant for utility pipeline to South Georgia Natural Gas Company, dated May 18, 1955
and recorded at Deed Book 101, Page 472 in the office of the Clerk of the Superior
court of Mitchell County, Georgia.
	 
	 	 	 	Any ad valorum taxes on the property, whether a lien or not, assessed or to be
assessed for the year in which this transaction is finally consummated shall be paid
by the Optionee.





     If at any time before the consummation of the purchase and sale under this option it appears
from laws, regulations, and/or ordinances, either national, state, or local, or for any other
reason, that Optionee is unable to obtain necessary consents and permits to construct, install, and
maintain buildings, driveways, approaches, and equipment in accordance with optionee’s plans and to
operate and carry on its business on or at the property, or that the property cannot for any reason
be used for Optionee’s business, then Optionee may terminate this option and be under no obligation
to complete the purchase.



SECTION 7




Failure to Exercise Option




     If Optionee does not exercise this option in accordance with its terms and within the option
period, this option and the rights of Optionee shall automatically and immediately terminate
without notice. In the event Optionee fails to exercise this option, Optioner shall retain the sum
paid as consideration for this option.



SECTION 8




Notices




     All notices provided for in this agreement shall be deemed to have been duly given if and when
deposited in the United States mail with proper and sufficient postage affixed, properly addressed
with regard to the party for whom intended at the party’s address listed below, or when delivered
personally to such party:



	 	 	 
	As to Optioner:

	 	Mitchell County Development Authority
	 

	 	C/o Marilyn Royal
	 

	 	P.O. Box 692
	 

	 	Camilla, GA 31730






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	As to Optionee:

	 	First United Ethanol, LLC
	 

	 	Murray Campbell
	 

	 	P.O. Box 386
	 

	 	Camilla, GA 31730






Section 9




Road Access, Water, and Sewer




     This option is granted by optioner and obtained by optionee with the understanding that the
property will have paved road access, and water and sewer services.



Section 10




Time Essence




     Time is of the essence of this option.



Section 11




Binding Effect




     This option shall be binding upon and inure to the benefit of the parties to it, and
respective heirs, successors, or assigns.



     In witness, the parties have caused their duly authorized agent to set their hands and seals
on behalf of their respective principals, at Camilla, Georgia, the date and year first above
written.



Signed, sealed and delivered




     in the presence of:



	 	 	 	 	 
	 

	 	/s/ Jimmy Davis
	 	(LS)
	 

	 	 	 	 
	 

	 	Jimmy Davis, Vice Chairman	 	 
	/s/ Marilyn Royal
 


	 	Mitchell county Development Authority 	 	 
	Witness
	 	 	 	 
	 
	 	 	 	 
	/s/ [Illegible]
 


	 	 	 	 
	Notary Public
	 	 	 	 
	Notary Public, Mitchell County, Georgia
	 	 	 	 
	My Commission Expires July 8, 2008.
	 	 	 	 
	 
	 	 	 	 
	Signed, sealed and delivered


     in the presence of:

	 	/s/ Murray Campbell
	 	(LS)
	 

	 	 	 	 
	 

	 	Murray Campbell, President	 	 
	 

	 	First United Ethanol LLC	 	 
	/s/ [Illegible]
 


	 	 	 	 
	Witness
	 	 	 	 






5









 






	 	 	 	 	 
	/s/ Marla C. Miner
 


	 	 
	 	 
	Notary Public
	 	 	 	 
	Notary Public, Mitchell County, Georgia
	 	 	 	 
	My Commission Expires July 11, 2006.
	 	 	 	 







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EXHIBIT “A”



Tract 1. 57,745 acres of land, more or less, on Lot 290 in the 10th Land
District of Mitchell County, Georgia, being all of a tract of 93.12 acres in said lot and district
acquired by Robert Culpepper, Jr. under foreclosure deed from James Jordan and Ethalee Jordan,
recorded in the Land Records of Mitchell County, Georgia, in Deed Book 91, page 247 and 248, EXCEPT
two tracts – one of 22 acres conveyed by Robert Culpepper, Jr. to Ross Edwin Nesmith, and the other
a tract of 13.375 acres conveyed by Robert Culpepper, Jr. On July 30, 1980, to his six children,
the tract of 57.745 being shown as Tract Two in deed from Robert Culpepper, Jr. to his six
children, dated December 20, 1980, and recorded in the Land Records of Mitchell County, Georgia in
Deed Book 236, page 466, 467, and 468, and such deed and description of Tract Two therein is by
reference expressly made a part of this description. The 57.745 acres herein described being
bounded on north partly by lands sold to Ross Edwin Nesmith and partly by land sold to Cagle’s on
the eat partly by lands of Busy Hicks, partly by lands of Surprise Maples, or his successors in
title, and partly by lands sold to Cagle’s on the west by lands of Robert Culpepper, Jr. separated
by road running north and south, and on the south by dirt road running east and west.



Tract 2 25.4 acres of land in Lot 310 in the 10th Land District of Mitchell
County, Georgia known as Gabe Cooper Place, bounded by north by county dirt road, on the east by
right-of-way of Seaboard Coastline Railroad Company, on the west by dirt road and lands of C. D.
May and Fowler Estate, on the south by lands now or formerly owned by Joe Gooden, being the same
lands conveyed by Robert Culpepper, Jr. to Helen C. Stacey, et al. In deed dated May 7, 1979, and
recorded in the Land Records of Mitchell County, Georgia, in Deed Book 215, page 644, and by
reference made a part hereof.



Tract 3. 35.115 acres of land in Lot 311 in the 10th Land District of Mitchell
County, Georgia, being bounded on north by lands of Mitchell County, Georgia, used as landfill, on
the east right-of-way of Seaboard Coastline Railroad, on south by dirt road running east and west,
and west by county dirt road running north and south and separating this tract from land now or
formerly owned by Fowler Estate. This was originally a 56.25 acre tract, from which 20 acres were
sold to the County on the north, and by 1.135 acres was conveyed to the County on the west for road
purposes.



Tract 4 149.19 acres of land, more or less, in Lot 311 in the 10th Land
District of Mitchell County, Georgia, more particularly described in deed from United States of
America for Farmers Home Administration, dated April 6, 1954 and recorded in Office of the Clerk of
the Superior Court of Mitchell County, Georgia in Deed Book 100, page 176 and 177, the description
therein being by referenced made a part hereof. Bounded on north by Nesmith lands, west by SCL
Railroad right-of-way, on south by public road, and on east by Tract 1 above, and the 22 acres
tract sold to Ross Nesmith.



The above four tracts constituting one body of land being 268 acres, more or less.














 





ADDENDUM TO

OPTION PURCHASE REAL ESTATE




     The Option dated December 6, 2005, by and between Mitchell County Development authority
(Optioner) and First United Ethanol, LLC (Optionee), is hereby amended to include the following:




Optionee shall, at reasonable times prior to the closing, have the privilege of
going upon the property with its agents and/or engineers and/ore representatives as
needed to inspect, examine, survey or make test borings, or other tests which
Optionee deems necessary in remodeling, engineering, planning and surveying the
property. All such entries by the Optionee shall not interfere with Optioner’s
occupancy and use of the property prior to the closing and nothing shall be done to
damage the subject property.



     Any adverse condition disclosed by any such inspection(s) shall be immediately reported to
Optioner by Optionee and shall not be disclosed by Optionee, its agents, officers, directors,
employees or contractors to anyone else unless such reporting is mandated by law.



     All other terms and conditions of the agreement remain the same.



     This
21st day of June, 2006.



	 	 	 	 	 
	Signed, seal and delivered
in the presence of:

	 	Mitchell County Development Authority
	 	 
	/s/ [Illegible]

	 	/s/ Charles Rooks	 	 
	 

	 	 	 	 
	Witness
	 	 	 	 
	 
	 	 	 	 
	/s/ [Illegible]
 


	 	 	 	 
	Notary Public
	 	 	 	 
	                                   My commission expires
	 	 	 	 
	                                   Nov 3, 2009
	 	 	 	 
	Signed, seal and delivered
in the presence of:

	 	First United Ethanol, LLC	 	 
	 
	 	 	 	 
	/s/ Leslie D. Alnidge

	 	/s/ Murray Campbell	 	 
	 

	 	 	 	 
	Witness
	 	 	 	 
	 
	 	 	 	 
	/s/ Dianne C. Johnson
 


	 	 	 	 
	Notary Public
	 	 	 	 
	 
	          [SEAL]
	 	 	 	 
















 






MODIFICATION OF OPTION TO PURCHASE REAL ESTATE




     As of September 5, 2006, the Parties hereto, Mitchell County Development Authority and First
United Ethanol LLC, both desiring to modify the option to Purchase Real Estate, dated the
6th day of December, 2005, as set forth below, do in consideration of the mutual
promises herein contained, hereby modify same as follows:




	 	1.	 	Mitchell County Development Authority agrees to extend the period of the option
granted in said Option to Purchase Real Estate until October 31, 2006 at 5:00 p.m.
	 
	 	2.	 	First United Ethanol LLC releases from the operation of the said Option to
Purchase Real Estate any and all real estate or interest therein conveyed by Mitchell
County Development Authority to Mitchell County, Georgia for road right of way, utility
right of way or other public use.





     In witness, the parties have caused their duly authorized agent to set their hands and seals
on behalf of their respective principals, at Camilla, Georgia, the day and year first above
written.



	 	 	 	 	 
	Signed, sealed and delivered
in the presence of:
	 	 	 	 
	 

	 	/s/ Charles Rooks
	 	(LS)
	 

	 	 	 	 
	 

	 	Charles Rooks, Vice Chairman	 	 
	/s/ [Illegible]
 


	 	Mitchell County Development Authority 	 	 
	Witness
	 	 	 	 
	 
	 	 	 	 
	/s/ [Illegible]
 


	 	 	 	 
	Notary Public
	 	 	 	 
	MY COMMISSION EXPIRES
	 	 	 	 
	          July 8, 2010
	 	 	 	 
	 
	 
	Signed, sealed and delivered
in the presence of:

	 	/s/ Murray Campbell
	 	(LS)
	 

	 	 	 	 
	 

	 	Murray Campbell, President	 	 
	 

	 	First United Ethanol, LLC	 	 
	/s/ [Illegible]
 


	 	 	 	 
	Witness
	 	 	 	 
	 
	 	 	 	 
	/s/ [Illegible]
 


	 	 	 	 
	Notary Public
	 	 	 	 
	MY COMMISSION EXPIRES
	 	 	 	 
	          July 8, 2010