Exhibit 10.8


 


OPTION AGREEMENT


 


THIS OPTION
AGREEMENT (this “Option Agreement”) is made and entered into effective
November 2, 2005, by and between Obion Grain Co., Inc., as seller,
and Ethanol Grain Processors, LLC, as buyer.


 


Recitals


 


1.             Obion Grain Co., Inc.,
a Tennessee corporation, whose principal office is located in Obion, Tennessee
owns land located at Hwy 211 and McDonald Road in Obion County, Tennessee
containing approximately 393 acres and legally described on Exhibit A
attached hereto (the “Land”).


 


2.             Obion Grain Co., Inc.
executed a Purchase Option Contract in favor of Alvin Escue on December 7,
2004 to acquire a portion of the Land (“Original Option Contract”), which
Original Option Contract was assigned by Escue to Ethanol Grain Processors, LLC
in the formation of the company.


 


3.             On May 10, 2005,
Ethanol Grain Processors, LLC and Obion Grain Co., Inc. agreed to change
and/or clarify the Original Option Contract as follows: the purchase price for
the acquired property would be $5,000 per acre payable in Ethanol Grain
Processors capital units (quantifying membership interests) at the rate of
$2.00 per unit; and that the expiration date on the Original Option Contract
changed from October 1, 2005 to December 31, 2006.


 


4.             With respect to the
terms and conditions under which Ethanol Grain Processors would purchase a
portion of the Land to construct a large-scale dry mill ethanol production
facility thereupon (the “Ethanol Facility”), Obion Grain Co., Inc. and
Ethanol Grain Processors, LLC wish to replace and supersede the Original Option
Contract with this Option Agreement.


 


NOW, THEREFORE, in consideration of the foregoing, the respective
covenants and agreements of the parties contained in this Option Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:


 


1.             Grant
of Option.  For and in
consideration of the sum of One Hundred and 00/100ths Dollars ($100.00) (the “Option Fee”), the receipt of which is hereby acknowledged,
Obion Grain Co., a Tennessee corporation, whose principal office is located in
Obion, Tennessee (the “Seller”),
hereby grants to Ethanol Grain Processors, LLC, a Tennessee limited liability
company (the “Buyer”), the exclusive right and option
to purchase, on the terms set forth in this Agreement, a portion of the Land
containing approximately 230 acres more or less and graphically depicted and
legally described on Exhibit B attached hereto, with the final legal
description and acreage to be determined upon completion of the Survey (as
provided for in paragraph 7 below), together with all improvements located
thereon and all easements and rights benefiting or appurtenant thereto
(collectively, the “Property”).


 


2.             Purchase
Price.  In the event Buyer elects
to exercise the Option, the purchase price of the Property (“Purchase Price”) shall be Five Thousand Dollars per acre


 


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($5,000.00 per acre), based
upon the number of acres comprising the Property rounded to the nearest
one-hundredth of an acre (1/100th) (as determined by the Survey),
which Purchase Price shall be payable in the manner provided in paragraph 5
below.


 


3.             Term
of Option.  This Option shall
commence as of the date the last party signs the Option (the “Effective Date”) and shall continue to and including December 31,
2006 (the “Initial Option Period”).  Provided, however, that Buyer shall have the
right to extend the option period for an additional one (1) year to and including December 31,
2007 (the “Extended Option Period”) if, on or
before the end of the Initial Option Period, Buyer provides written notice to
Seller, in the manner provided in paragraph 4 below, of its intent to extend
the option period and delivers to Buyer an additional Option Fee of One Hundred
and 00/100ths Dollars ($100.00) in consideration thereof.


 


4.             Exercise
of Option.  This Option,
including any extension thereto, may be exercised by Buyer giving written
notice to the Seller at the address set forth below either personally, or by
certified or registered mail, postage prepaid, return receipt requested, or by
reputable overnight courier for next business day delivery.  The written notice shall be deemed to be
properly served if sent in this manner at any time prior to the expiration of
the term of this Option.


 


Obion Grain Co.


6th at Palestine


Obion, Tennessee 38240


Attention: General Manager


 


Seller and Buyer agree that a valid written notice of exercise of the
Option may not be given unless and until (a) Buyer’s acceptance of a
commitment letter for the debt financing it needs to construct the Ethanol
Facility and begin start-up of operations with an amount of working capital it
deems reasonable, a copy of which commitment letter must accompany the written
notice of exercise and (b) financial closing on the commitment letter will
likely take place within ninety (90) days of the date of the written notice of
exercise, as reasonably determined by Seller. 
Whether Buyer elects to exercise the Option shall be within the sole and
absolute discretion of Buyer, subject to the following covenant: Buyer shall
not develop or construct, or participate in any manner directly or indirectly
in the development or construction of, an ethanol production facility located or
to be located within Western Kentucky or Western Tennessee, other than an
ethanol production facility to be developed and constructed on the
Property.  Seller understands and agrees
that Buyer shall have no obligations under paragraphs 30 and 31 to Seller unless
and until Buyer elects to exercise the Option, and then only in accordance with
and subject to the terms and conditions of the provisions set forth in such
paragraphs.


 


5.             Consummation
of Sale.  If this Option is
exercised, the sale shall be consummated by the Seller, at the time of closing,
delivering to the Buyer a duly executed warranty deed in recordable form (the “Deed”) subject only to the following:


 


(a)   Building
and zoning laws, ordinances, state and federal regulations;


(b)   Restrictions
of record relating to the use of the Property without effective forfeiture
provisions not adversely affecting Buyer’s proposed use of the Property for the
construction and operation of a large-scale (fifty million gallon per year
ethanol plant or larger) ethanol plant (the “Proposed Use”);


 


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(c)   Utility
and drainage easements not adversely affecting the Buyer’s Proposed Use; and


(d)   All
other matters shown in the Commitment which Buyer has elected to waive,


 


and by the Buyer, at the time of closing, paying to Seller the Purchase
Price as follows:


 


(x)    Issuing to Seller
fully-paid, nonassessable capital Units of the Buyer, as such units are
described in the Buyer’s Operating Agreement dated October 28, 2004, which
Seller and Buyer agree shall have a designated value of $2.00 per Unit for
purposes of payment of the Purchase Price, less a credit for the Option Fee(s).


 


Provided that Seller understands that such Units shall be subject to
the Articles of Organization and Operating Agreement of the Buyer, and that
Seller agrees to execute a member signature page in connection with its
ownership of the Units, agreeing to be bound by such Operating Agreement.


 


6.             Title.  Within thirty (30) days after the Effective
Date, or such later date if elected by the Buyer, Seller will at Seller’s
expense, deliver to the Buyer a commitment for an owner’s policy of title
insurance issued subsequent to the Effective Date (the “Commitment”)
by a reputable, national title insurance company approved by Buyer and licensed
to do business in the State of Tennessee (the “Title
Company”) and insuring the Property for the full amount of the
Purchase Price.  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 that will be
removed by Seller at or prior to closing or the permitted encumbrances
described in paragraph 5(a)-(c) above. 
The Buyer shall pay the premium for the owner’s title insurance policy
(the “Title Policy”) at the closing.


 


7.             Survey.  If Buyer elects, Buyer shall at Buyer’s
expense, obtain an ALTA survey of the Property (“Survey”)
prepared by a registered land surveyor and acceptable to the Title Company for
purposes of removing the standard exceptions from the Title Policy and showing
all boundary lines, easements, restrictions and encroachments on the Property
and containing a recordable legal description for the Property.  The Survey shall also certify as to the
number of acres comprising the Property rounded to the nearest one hundredth
(1/100th) of an acre.


 


8.             Maintenance
of Title and Property. During the term of this Option, Seller shall not
sell, agree to sell, convey, or otherwise encumber the Property, or any part
thereof, or do, or permit to be done, or fail to do, any act or deed to
diminish or encumber the title to the Property or Seller’s ability to perform
its obligations hereunder or otherwise adversely affecting the Buyer’s Proposed
Use.


 


9.             Application
of Option Fee(s). In the event Buyer exercises its Option to purchase
the Property, and the sale is consummated, the Option Fee(s) shall be credited
and applied to the cash portion of the Purchase Price at the time of
closing.  If the Buyer fails to exercise
its Option, the Buyer shall forfeit the Option Fee(s), and Seller, as its sole
and exclusive remedy, may retain the Option Fee as a payment for the Option,
Seller shall hold the title to the


 


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Property free and clear of all
interests and claims of Buyer, and neither party will have any further rights
or obligations under this Option.


 


10.          Real Estate Taxes and Other Prorations; Closing
Costs.   In the event
Buyer exercises this Option, all real estate taxes due and payable, or becoming
a lien, during the year in which the closing occurs shall be prorated between
Buyer and Seller as of the date of closing. 
Seller agrees to pay all assessments and levies upon the Property, and
all real estate taxes due and payable, for all years prior to the year in which
the closing occurs, at or before the closing. 
Any rentals or other income from the Property shall be prorated between
Seller and Buyer as of the date of closing.


 


Seller shall pay any gross income tax payable as a result of the
conveyance of the Property contemplated hereby. 
Buyer shall pay any real estate transfer tax as a result of the
conveyance of the Property contemplated hereby. 
Buyer and Seller shall evenly split and pay the closing fee of the Title
Company.  Buyer shall pay the recording
fee for the Deed and any mortgage Buyer may place upon the Property.  Each party shall be responsible for its own
attorneys’ fees.


 


11.          Closing.  If the Buyer exercises this Option, the
closing shall be held at a time and place mutually agreed to by the parties;
provided, however, that the closing shall take place no later than thirty (30)
days after the date of the notice to exercise the Option.  At the closing, the parties agree to execute
a closing statement evidencing the transaction and setting forth the prorations
and closing costs for the transaction as provided by this Option and to execute
such other documents as are customarily signed by sellers and buyers of real
estate, for example, but not by way of limitation, title affidavits, property
transfer affidavits and documents required by the Title Company.


 


12.          Possession. Seller shall deliver
possession of the Property to Buyer immediately following the closing.


 


13.          Condition
of the Property.  Prior to the
date of closing and the Buyer’s possession of the Property, Seller shall remove
all of its personal property and effects from the Property.  The Property shall be delivered to Buyer free
of all debris and other materials.


 


14.          Access to Property.  Upon twenty-four (24) hours’ advance verbal
or written notice to Seller, Buyer and Buyer’s representatives shall be allowed
access to the Property during the term of this Option, without charge and at
all reasonable times, for the purposes of Buyer’s inspection, investigation, surveys,
tests, studies, environmental assessments, baseline environmental assessments,
and environmental or other testing of the Property, which testing and
investigation may include, without limitation, soil and groundwater testing and
engineering analysis, and for the purposes of Buyer’s site work and dirt work
for its ethanol project at the property site adjacent to the Property, each as
Buyer may deem necessary in its sole discretion to determine the suitability of
the Property for Buyer’s Proposed Use. 
Buyer 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 attorney fees, resulting
from any injuries to persons or damage to property which occur as a result of
Buyer or its representatives going upon the Property, except for any damages to
crops planted on the Property by Seller after Buyer has provided Seller with
written notice that


 


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it intends to exercise the
Option, and resulting losses (which shall be excluded from Buyer’s
indemnification).  Buyer shall take
reasonable efforts to minimize the crop acres that will be damaged by Buyer or
its representatives going upon the Property.


 


15.          Environmental
Due Diligence. Within thirty (30) days after requested by Buyer, Seller
shall at Buyer’s expense, deliver to Buyer a phase one environmental
assessment and, if requested by Buyer, a phase two environmental assessment for
the Property prepared by a qualified environmental contractor approved by Buyer
and certified to Seller and Buyer.


 


As used in paragraphs 16 and 17 below, the term “Hazardous
Substances” shall have the same meaning as set forth in 42 U.S.C.
Sec. 9601 and any other federal or state statute, regulation or law applicable
to any hazardous or toxic waste.  The
term “Hazardous Substance” shall also include asbestos, PCBs, petroleum
products, pesticides, herbicides, fertilizers and other agricultural chemicals,
urea formaldehyde and related substances.


 


16.          Seller
Cooperation.  Seller shall
cooperate, during the term of this Option, after exercise of the Option, and
following the closing, at no out-of-pocket cost to Seller and no charge by
Seller to Buyer, in Buyer’s attempts to obtain all governmental approvals,
no-association letters or similar governmental assurances necessary in Buyer’s
judgment for Buyer’s Proposed Use of the Property or related to environmental
conditions and Hazardous Substances present on, in or under the Property prior
to or at the time of closing, including without limitation zoning, permits and
other approvals, and shall execute applications and other documents necessary
to apply for and obtain such approvals, letters or assurances.


 


17.          Representations.


 


(a)           Seller
represents and warrants that Seller has and will have the full right, power and
authority to enter into this Option and to perform its obligations
hereunder.  Buyer represents and warrants
that Buyer has and will have the full right, power and authority to enter into
this Option and to perform its obligations hereunder.


 


(b)           Seller
represents and warrants that to the best of its knowledge and belief, Seller
has not used the Property for the storage or disposal of any Hazardous
Substance, and that Seller has no knowledge or belief that any other person has
so used the Property, including Seller not being aware that dumping by members
of the public has occurred from time to time upon the Property.


 


(c)           Seller
represents and warrants that Seller is not a “foreign person,” “foreign
partnership,” “foreign trust”, or “foreign estate”, as those terms are defined
in Section 1445 of the Internal Revenue Code.


 


(d)           Seller
represents and warrants that no assessments for public improvements which
remain unpaid have been made against the Property and Seller has no notice or
knowledge of any planned or contemplated public improvements which may result
in special assessments against the Property.


 


(e)           Seller
represents and warrants that to the best of Seller’s knowledge and belief,
there are no wells or above ground or underground tanks located in, on or under
the Property.


 


(f)            Seller
represents and warrants that there is no action, litigation, investigation,
condemnation or proceeding of any kind pending or to the best of Seller’s


 


5





















 


knowledge and belief, threatened against Seller involving all or any
part of the Property.


 


(g)           Seller
represents and warrants that the Property is vacant and unoccupied.


 


If the Option is exercised, the representations and warranties set
forth in this paragraph 17 shall be deemed to be renewed and restated at and as
of the closing and shall survive the closing.


 


18.          Computation
of Time.  All periods of time
referred to in this Option shall include all Saturdays, Sundays and state or
national holidays; provided, however that if the date or last day to perform
any act or give any notice with respect to this Option shall fall on a
Saturday, Sunday, or state or national holiday, such act or notice shall be
timely performed if given on the next succeeding day which is not a Saturday,
Sunday, state or national holiday.  If a
notice is given by mail or by reputable overnight courier for next business day
delivery, such notice shall be deemed to have been given on the day on which it
is sent.


 


19.          Severability.  The invalidity or unenforceability of any
particular provision of this Option shall not affect the other provisions
hereof, and this Option shall be construed in all respects as if such invalid
or unenforceable provision were omitted, provided, however, that if the
invalidity or unenforceability of any such provision shall deprive any party of
the economic benefit intended to be conferred by this Option, the parties shall
negotiate in good faith to develop a structure, the economic effect of which is
as nearly as possible the same as the economic effect of this Option.


 


20.          Modifications.  Any modification of this Option between the
parties relating in any way to this Option, shall not be binding upon either
party unless the same shall be in writing and signed by an authorized
representative of each of the respective parties.


 


21.          Entire
Agreement.  This Option
constitutes the entire agreement among the parties, and contains all the
agreements among the parties with respect to the subject matter hereof.  This Option supersedes any and all other
agreements, either oral or in writing, among the parties hereto with respect to
the subject matter hereof, including without limitation the Original Option
Contract and all amendments thereto.


 


22.          Binding Effect.  This Option and the agreement of the parties
with respect to the matters addressed in this Option shall be binding upon and
shall inure to the benefit of the successors in interest, heirs, personal
representatives and assigns of the respective parties hereto.


 


23.          Assignment.  Buyer shall have the right to assign this
Option upon the written consent of Seller, which consent shall not be
unreasonably withheld.


 


24.          Agreement
to Survive Closing.  Except to
the extent altered by the documents signed at closing, the agreement of the
parties with respect to the matters addressed in this Option shall survive the
closing.


 


25.          Governing
Law.  This Option shall be
governed by and construed in accordance with the laws of the State of Tennessee
applicable to contracts made and performed in Tennessee.


 


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26.          Brokers.  Seller shall be responsible for all real
estate brokerage commissions, if any.


 


27.          Confidentiality.  Seller agrees that Buyer’s selection of the
Property as a potential site and Buyer’s Proposed Use of the Property
constitute confidential information of Buyer. 
Seller agrees not to disclose to any third party the existence of this
Option or the terms of this Option without the prior written consent of Buyer,
provided that, at Buyer’s option, Buyer may request Seller to (and Seller
agrees it shall) execute a memorandum of this Option for recording at Buyer’s
cost, and any information contained in such recorded memorandum shall not be
subject to the foregoing confidentiality provision.


 


28.          Memorandum
of Option.  Upon the request of
Buyer, Seller shall execute a recordable memorandum of this Option provided
however that Buyer shall concurrently execute a recordable release of the
Memorandum and deliver it to Title Company together with such written
instructions for holding and recording the release at the end of the Option
Period as are mutually acceptable to the Title Company, Buyer and Seller.


 


29.          Contiguous
Property.  Buyer understands and
agrees that Seller will retain ownership of ten acres (10 acres) more or less
of property comprising the Land that is contiguous to the Property, as depicted
on Exhibit A, and that Seller may erect and operate a grain elevator on
such property at Seller’s sole expense without constraint or limitation,
provided such elevator shall be constructed and operated in compliance with all
applicable federal or state laws including permitting and environmental laws.


 


30.          Obion
Grain Co.’s Use of Rail.  In the
event Seller erects a grain elevator on the 10-acre contiguous parcel to the
Property, Buyer shall, upon the written request of Seller, grant Seller
permission to enter onto the Property and a limited right to use the rail loop
track improvements that Buyer intends to construct on the Property for purposes
of Seller’s operations at the grain elevator, provided, however, that Seller’s
use may not interfere with or impede Buyer’s scheduling, unloading or loading,
or shipment of any inputs or outputs of the facility, or otherwise interfere
with Buyer’s planned, actual or prospective operations at Buyer’s ethanol
facility.  Buyer may withhold such
permission if it reasonably believes that Seller’s use will interfere or impede
such operations or its prospects.  Seller
must request permission each time Seller wishes to enter onto the Property
and/or use the rail loop track, and Seller must provide Buyer with reasonable
notice when requesting such permission, recognizing that Buyer’s operations
require it to plan and schedule shipment and storage of inputs and outputs
up to one year in advance.  Seller shall
indemnify, defend and hold Buyer harmless from and against any and all claims,
demands, liabilities, costs, expenses, penalties, damages and losses,
including, but not limited to, reasonable attorney fees, resulting from any
injuries to persons or damage to property which occur as a result of Seller or
its representatives or invitees going upon the Property.  Buyer and Seller will review on an annual
basis an equitable sharing of maintenance costs of the rail loop track based on
usage granted hereunder.


 


31.          Corn
Purchasing Covenants.  As a
condition to exercising the Option, Buyer agrees as follows with respect to
corn it purchases to process at the facility to be constructed on the Property:


 


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(a)   Buyer
will commit to buy a specific number of bushels of Seller’s fall corn harvest
f.o.b. Buyer’s ethanol plant on the Property, up to a maximum of seven million
(7,000,000) bushels annually.  The actual
number of bushels will be at Seller’s option and will be set on or before August 15
of each harvest year.  The maximum number
of bushels shall proportionately increase or decrease based on the number of
bushels Buyer estimates it will process during a processing year above or below
18 million bushels annually (e.g., a 10% increase in bushels processed will
result in a 10% increase in the maximum committed bushels hereunder), subject
to an absolute cap (or maximum number of bushels) of ten million (10,000,000)
bushels annually.  Buyer shall provide
Seller with its estimate of processing bushels for the upcoming processing year
by August 1 of each year.


 


(b)   The
committed bushels will be sold and bought and priced in multiples of 5,000
bushels at 12% above Seller’s actual cost of local corn at the time of pricing,
delivered to Buyer’s ethanol plant on the Property (i.e., the cost of delivery
shall be borne by Seller and is included in the 12% gross margin; delivery
costs to Buyer’s plant are not considered part of the actual cost of
corn).  Buyer or Buyer’s representatives
will have the right from time to time to inspect the records of Seller to
determine and verify Seller’s cost of corn. 
The committed bushels will be priced no later than the end of
harvest.  It is contemplated that pricing
will be done during CBOT trading hours. 
All committed bushels must be #2 yellow corn and be a “commercially
acceptable product” in accordance with standards and specifications established
by Buyer from season to season.  Buyer’s
established grading standards, premium and discount schedules, and standardized
delivery rules and regulations will apply. 
Buyer and Seller agree that the National Grain and Feed Association
trade rules shall apply to the sale and purchase of corn hereunder.


 


(c)   All
committed bushels bought by Buyer for deferred delivery will be stored by
Seller at the published tariff rates. 
Stored corn will be delivered to Buyer at Buyer’s ethanol plant on the
Property at the call of Buyer.


 


(d)   Harvest
for purposes of this paragraph shall be the period when combines are actively
bringing corn from the fields.


 


(e)   The
parties agree to work together in good faith to develop efficient and effective
policies and procedures related to the purchasing and delivery of corn under
the foregoing terms and conditions, and agree that such policies and procedures
shall be subject to annual review of both parties.


 


(f)    Buyer
shall have no obligation to purchase corn hereunder until it first takes
delivery of corn for processing at the ethanol facility constructed on the
Property.


 


(g)   The
foregoing corn purchasing covenants shall expire upon either party or its
respective successors or assigns ceasing operations permanently, or by mutual
consent.


 


(h)   Buyer
understands that the foregoing provisions shall run with the Property, and
agrees that the corn purchasing covenants shall constitute deed restrictions or
shall otherwise be put of record in a manner reasonably acceptable to Buyer,
Seller and Title Company in connection with the closing.


 


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IN WITNESS WHEREOF,
the parties have entered into this Option on the date and year indicated below.


 


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  OBION GRAIN CO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated  November 4, 2005

  	
  By:

  	
  / Baxter Sanders /

  	
   

  
	
   

  	
  Its:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  ETHANOL GRAIN
  PROCESSORS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated  November 5, 2005

  	
  By:

  	
  James K. Patterson

  	
   

  
	
   

  	
  Its:

  	
    Chief Executive Officer

  	
   

  
					



 


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EXHIBIT A


 


Legal Description of the entire parcel containing approximately 393
acres


 


See attached


 


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Legal Description - Pg 2


 


	
  [ILLEGIBLE]

  	
   

  	
  Obion Grain
  Company

  	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  Hwy 211
  & McDonald Rd. (2 tracts)

  	
   

  	
   

  	
   

  	
   

  
	
  Obion

  	
   

  	
  County   Obion

  	
   

  	
  State   TN

  	
   

  	
  Zip Code   38240

  
	
  [ILLEGIBLE]

  	
   

  	
  First
  Citizens National Bank

  	
   

  	
   

  	
   

  	
   

  



 


EXHIBIT A


 


TRACT NO. 2: Lying and being in Civil District No. 15
(formerly the 6th) of Obion County, Tennessee, said land being a part of the
McLemore and Hopkins Grant for 5000 - acres in range 5 and section 7 and bounded
BEGINNING at a stake with beech pointers; runs thence south with McDonald’s
line (284 1/2) Two hundred and eighty-four and one-half poles to a beech; runs
thence east 300 poles to a stake with beech pointers; runs thence north 102
poles to a stake with hickory and hackberry pointers; runs thence west 123
poles to a large poplar; thence north 182 1/2 poles to a beech on the bank of dry
creek; and thence west l77 poles to the beginning and being the same tract of
land conveyed to the said Moffatt by Walter H. Caldwell by his deed of the 13th
day of November 1862 and containing 393 acres and 22 1/2 poles more or less.


 


This being the same property
conveyed by James S. Moffatt to Polk McDonald and James H. Guy by deed dated
February 20, 1890, and recorded in the Register’s Office for Obion County,
Tennessee, in Deed Book Y, No. 2, pages 100 and 101, and being also the same
property by which James H. Guy conveyed his interest in said property to Polk McDonald
by deed recorded in the Register’s Office for Obion County, Tennessee, in Deed Book
3 J, pages 135-136, on July 18, 1892.


 


This being the same property
devised by the will of Polk McDonald, probated in the Obion County Court in
June 1941 and recorded in Will Book D of the office of the Clerk of said Court,
by the terms of which he devised said property to his daughter Octa Forcum for
life with remainder to her surviving children, or the children of a deceased
child. Octa Forcum died November 20, 1990, a resident of Davidson County, Tennessee,
her only child, Donald Forcum, having predeceased her leaving surviving him,
his children, Donna Forcum Williams, Lucianne Forcum Wilt, and Hilton Buckner
Forcum.


 


Donna Forcum Williams died
testate and her will was probated in Davidson County, Tennessee, and recorded
in the office of the Clerk of the Probate Court in Will Book 177, page 356, by
the terms of which testamentary trusts were established for her daughters Amy
McDonald Williams and Claire Lipscomb Williams with Edwin B. Peel, Jr. and
Hilton Buckner Forcum as Co-Trustees. A certified copy of said will has been
recorded in the Register’s Office of Obion County, Tennessee.


 


The above description includes
the right-of-way for the Illinois Central Railroad that extends across this
property.


 





















 


EXHIBIT B


 


Depiction Drawing and Legal Description


 


See attached


 


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