exv10w9



 







Exhibit 10.9




AMENDMENT TO OPTION TO PURCHASE REAL ESTATE




     THIS AMENDMENT TO OPTION TO PURCHASE REAL ESTATE (the “Amendment”) is made and entered into as
of May 13th, 2006, by and between NEK-SEN ENERGY, LLC, a Kansas limited liability company
(“Grantee”), and REESMAN INVESTMENT CORPORATION, a Nebraska corporation (“Grantor”). It amends
that certain Option to Purchase Real Estate executed by Grantor and Grantee as of May 10, 2006
(hereinafter referred to as the “Option”), relating to certain real estate situated in Richardson
County, Nebraska and legally described on EXHIBIT A attached hereto.



     FOR GOOD AND VALUABLE CONSIDERATION given, received and acknowledged, the parties hereby agree
as follows:



     1. Capitalized terms used but not defined herein shall have the meanings set forth in the
Option. Except as expressly amended hereby, the terms and conditions of the Option remain in full
force and effect as stated therein. If there are conflicts between the terms of the Option and the
terms of this Amendment, the terms of this Amendment shall control.



     2. Section 13 of the Option and any related handwritten revisions or additions thereto are
hereby stricken in their entirety and replaced with the following:




          “13. Membership Unit Purchase Option. As additional consideration for
the purchase of the above real estate, Grantee grants to Grantor the right to
purchase membership units valued up to $200,000.00 of NEK-SEN Energy, LLC at its
initial public offering price of $1,000.00 per membership unit. Such Membership
Unit Purchase Option shall be exercisable for a period of four (4) years, beginning
thirty (30) days after the termination of the initial public offering. The initial
purchase by Grantor must be for a minimum of 25 membership units or $25,000.00.
After the initial purchase, membership units may be purchased one at a time.
Purchases can be made at this price only until this Membership Unit Purchase Option
expires, or until $200,000.00 of membership units have been purchased. The
Membership Unit Purchase Option shall be assignable in whole or in part, but any
party desiring to exercise this Member Unit Purchase Option shall be required to
make an initial purchase of $25,000.00. The Membership Unit Purchase Option shall
be given at the time of closing on the purchase of the real estate described in the
Option and is contingent upon Grantee exercising the Option and closing on said real
estate purchase.




          Grantee will notify Grantor of any dividends payable in connection with
Grantee’s membership units at least ten (10) days prior to the dividend date.




          Grantor acknowledges that (i) prior to admission as a member of Grantee,
Grantor shall agree in writing to be bound by Grantee’s operating agreement; and
(ii) the membership units subject to this Membership Unit Purchase Option will be
restricted units and may not be issued, sold, offered for sale or transferred in the
absence of an effective registration under the Securities Act of 1933, as amended,



 









 







under applicable state securities law, or an opinion of counsel satisfactory to
Grantee that such transaction is exempt from registration under the Securities Act
of 1933, as amended, and under applicable state securities laws.





     IN WITNESS WHEREOF, the parties hereto have duly executed this AMENDMENT TO REAL ESTATE OPTION
as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GRANTOR:
	 

	 	 	 	 	 	 	 	 	 	GRANTEE:
	REESMAN INVESTMENT CORPORATION
	 

	 	NEK-SEN ENERGY, LLC

	 
	By:

	/s/ Ward H. Reesman
	 	 	 	 	 	 	 	By:
	/s/ Lonnie D. Goff
	 

	 	 	 	 	 	 	 	 

	 

	Ward H. Reesman, Jr.
	 	 	 	 	 	 	 	 	Gary EdelmanLonnie D. Goff
	Its:

	President
	 	 	 	 	 	 	 	 	 	 	Its:	PresidentVice President
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	STATE OF
Nebraska                

	)	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	)SS
	 	 	 	 	 	 
	COUNTY
OF Richardson        

	)	 	 	 	 	 	 	 	 	 	 	 







     The foregoing instrument was acknowledged before me on May 13 , 2006, by Ward H.
Reesman, Jr., President of Reesman Investment Corporation, a Nebraska Corporation.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Notary Stamp]
	 	 	 	 
	GENERAL NOTARY – State of Nebraska
	 	 	 	 	/s/ Sharon Gilmore
	SHARON GILMORE	 	 	 	 	 	 	 	 	 	Notary Public
	My Comm. Exp. 4/17/2010

	 	 	 	 
	 
	 	 	 	 
	My Commission Expires:
	 	 	 	 
	 
	 	 	 	 
	April 17, 2010
	 	 	 	 
	 
	 	 	 	 
	STATE
OF
Kansas              
	)	 	 	 
	 	 	 	)SS
	 	 	 	 
	COUNTY
OF Nemaha        
	)	 	 	 






     The foregoing instrument was acknowledged before me on May 15, 2006, by
Gary Edelman, President Lonnie D. Goff, Vice President of NEK-SEN Energy, LLC, a
Kansas limited liability
company.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Notary Stamp]
	 	 	 	 
	NOTARY
PUBLIC – State of Kansas

	 	 	 	 	 	 	/s/ Gerald L. Howard
	GERALD L. HOWARD

	 	 	 	 	 	 	 	Notary Public
	My Appt. Exp. April 5, 2010

	 	 	 
	 
	 	 	 	 
	My Commission Expires:
	 	 	 	 
	 
	 	 	 	 
	5
Apr 2010
	 	 	 	 






 









 






EXHIBIT A



Approximately 90 acres containing the NE1/4 NW1/4 of Section 17, Township 1 North,
Range 16, East of the 6th P.M., North of the railroad right of way line, the SE1/4
SW1/4 of Section 8, Township 1 North, Range 16, East of the 6th P.M., and that
portion of the SW1/4 SE1/4 South of the terrace line and West of the main ditch as
shown on the attached map; 1st terrace West of the Southeast cornerpost of the
adjoining 40 acres West of the Reesman Ranch.