exv10w13



 







EXHIBIT 10.13




REAL ESTATE OPTION AGREEMENT




     THIS REAL ESTATE OPTION AGREEMENT (“Agreement”) is made this  21 day of 
September  , 2005, by and between Burdick N. Richardson Trust (hereinafter referred to as
“Optionor”) and Gold Energy, LLC, a Minnesota limited liability company (hereinafter referred to as
“Optionee”).



     WITNESSETH:



     WHEREAS, Optionor is the owner of real estate described below and desires to exchange cash
said real property under defined terms; and Optionee desires to acquire said Property from Optionor
in accordance with the terms and conditions set forth hereafter.



     NOW THEREFORE, IN CONSIDERATION of the covenants and promises contained hereafter, it is
agreed:



     PREMISES Optionor hereby grants to Optionee the exclusive option to purchase
approximately 140 acres of real estate located in Wilkin County, Minnesota, (the “Property”) more
specifically described as follows:




East half of Section 29 in Township One Hundred Thirty North of Range Forty-five West of
the 5th P.M., except that portion lying Easterly and Southerly of the spur
track right-of-way owned by the Minneapolis, St. Paul & Soo Ste. Marie Rail Company,
which spur track connects the Great Northern Railroad with the Soo Line Railroad in
Wilkin County, Minnesota.


The parties understand that in the event this option is exercised, a survey will be made in order
to execute the transfer of this property, such survey to be at Optionee’s expense.




     CONSIDERATION The price (the “Purchase Price”) for the Property shall be
$1,050,000.00, payable by Optionee as herein provided. As consideration for the option, Optionee
agrees to pay to Optionor at the time of the execution of this Agreement the sum of $5,000.00 (the
“Option Consideration”) with said payment to be credited
against the Purchase Price at closing. The
remaining balance of the Purchase Price ($1,045,000.00) shall be paid in cash and at closing as
directed by Seller.



     TERM This Agreement shall commence on the date of the execution of this Agreement
and continue to the 9th day of August, 2006. Optionee shall have the right to extend
this option for an additional six (6) months upon payment to Optionor of the sum of $2,500.00,
which shall become a part of the Option Consideration. If not exercised timely, this Agreement
shall expire automatically and be null and void and the Option Consideration shall be forfeited to
the Optionor. If extended, the additional $2,500.00 shall be credited against the Purchase Price
at closing.



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     NOTICE OF EXERCISE OF OPTION Optionee shall at any time during the option term notify
Optionor by registered mail, Federal Express delivery or hand delivery of its written demand that
Optionee intends to complete the purchase of the Property. The conveyance and closing for the
Property defined above shall thereupon be completed within 90 days thereafter in accordance with
the terms and conditions set forth hereafter.



     TERMS In the event this Option is exercised, Optionor agrees to sell and Optionee
agrees to purchase the Property, with improvements thereon, if any, under the following terms and
conditions:




	 	1.	 	Right to Enter Property and Due Diligence. Optionor agrees that Optionee
and/or third-parties directed by Optionee, shall have the right to enter upon the Property
at any time from the date of this agreement until closing in order to conduct due diligence
investigations upon the Property by giving Optionor one (1) day advanced written or verbal
notice. Any due diligence costs and work performed, including, but not limited to, surveys
and environmental studies conducted, shall be at the sole cost of the Optionee.
	 
	 	2.	 	Crop Damage. In the event that Optionee’s due diligence and/or conveyance of
the Property to Optionee shall occur after Optionor, or its tenants and/or agents, plants
crops, but before harvest of those crops, the parties hereto mutually agree that Optionor
shall have the right, upon notice to the Optionee and at the Optionee’s convenience, to
harvest any crops not destroyed by the Optionee in the process of its due diligence and/or
its construction of an ethanol plant and related improvements thereto. The Optionee shall
have no duty to preserve any of such crops, and the Optionor accepts as liquidated damages
(in lieu of any and all other damages) an amount equal to the most recent USDA proven yield
for the commodity planted on the Property in the year of damage multiplied by the USDA four
year average price for the commodity grown in the year of damage, multiplied by the number
of acres, or fractional acres, of crop destroyed on the Property. If the parties cannot
mutually agree upon the number of crop acres damaged, the number of such cop acres damaged
shall be measured by an independent third-party as the parties hereto may mutually
identify.
	 
	 	3.	 	Termination Of Tenants. Regardless of when or if Optionee provides notice of
the exercise of its option provided hereunder, in the event this option is exercised,
Optionor agrees to provide timely notice to any tenant of the Property of the termination
of such tenant’s tenancy. Such notice shall follow the form required for the termination
of farm tenancies under the applicable lease terms involved and/or Minnesota Law.
	 
	 	4.	 	Title Examination. No later than 20 days from delivery of notice of exercise of
the option granted hereby, the Optionor shall furnish to Optionee a duly certified Abstract
of Title to the Property, continued to a recent date, showing good and marketable title in
the Optionor, free and clear of all liens and encumbrances, except as noted below. The
Optionee shall have 15 days time to examine said abstract of title and within said period
of time shall promptly notify the Optionor of all objections thereto in writing. If the
title to the Property is unmarketable, the Optionor shall have a
period of 90 days in which to




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   correct the title and make it marketable. If the title to the Property cannot be made
marketable within said period of time or such further time as may be granted by the
Optionee, the Optionee shall be entitled to the return of the Option Consideration paid
under this Agreement, but otherwise this Agreement shall be wholly null, void and
unenforceable.




	 	5.	 	Title, Liens and Encumbrances. At closing, Optionor shall transfer title to
Optionee by a Trustee Warranty Deed conveying good and marketable title to the Optionee.
The sale and transfer by Trustee Warranty Deed shall be free of all liens and encumbrances
except for the following:






	 	A.	 	Building and zoning laws, ordinances, sate and federal regulations, provided
they do not materially and adversely affect the use of the property;
	 
	 	B.	 	Reservation of any mineral or mineral rights of record;
	 
	 	C.	 	Utility, drainage and other easements of record which do not materially and
adversely interfere with the use of the Property.






	 	6.	 	Taxes and Special Assessments. The Optionor agrees to pay all real estate
taxes and assessments for special improvements levied or assessed for the year prior to
closing. Real estate taxes, and assessments for special improvements for the year of
closing shall be prorated between the Optionor and the Optionee and in the event the exact
amount of the taxes and assessments for that year are not yet known, the amount to be
prorated shall be based on the real estate taxes and assessments for special improvements
for the previous year. Optionee agrees to pay the real estate taxes and assessments for
special improvements for all subsequent years.
	 
	 	7.	 	Closing and Possession. Possession is to be given immediately upon completion
of closing. Closing shall occur after approval of title and PRIOR TO POSSESSION, but in no
event later than 90 days from the date of the notice of exercise of the option, or as
otherwise agreed upon by the parties.
	 
	 	8.	 	Default. In the event either party has fulfilled all of its obligations
hereunder and all conditions precedent and concurrent to closing for which it is
responsible and the other party fails to fulfill its obligations hereunder and continues to
fail and refuses to fulfill its obligations hereunder for more than 30 days after receipt
of written notice of such default from the non-defaulting party, the non-defaulting party
may either: in the case of the Optionee 1) terminate this Agreement, in which event it shall be entitled to refund of
the Option Consideration and any other monies paid hereunder to
Optionor, and such termination and
Option Consideration shall be the sole remedy and damages available, or 2) pursue any legal
and/or equitable remedy available to it; or in the case of the Optionor 1) terminate this
Agreement, in which event it shall be entitled to retain the Option Consideration and any
other monies paid hereunder by Optoinee to Optionor, and such termination and retainage
shall be the sole




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remedy and damages available to the Optionee, or 2) pursue any legal
and/or equitable remedy available to it.




	 	9.	 	Disclaimer — the Property is sold AS IS. Except for warranty of title,
Optionor will give no warranty and will make to representations to Optionee of any kind.
THERE ARE NO EXPRESS WARRANTIES AND OPTIONOR SPECIFACALLY DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING WARRANTIES OF HABITABILITLY, IMPLIED WARRANTIES, IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OPTIONOR MAKES NO REPRESENTATIONS OR
WARRANTIES CONCERNING HAZARDOUS SUBSTANCES. THE PROPERTY WILL BE SOLD AS IS, WITHOUT
WARRANTY OF ANY KIND, WITH ALL FAULTS AND IN ITS PRESENT CONDITION. THE PROPERTY WILL ALSO
BE SOLD WHERE IS AND NO WARRNATY OR REPENSTATIONS WITH RESPECT TO BOUNDARY LINES WILL BE
MADE BY OPTIONOR. Optionee must satisfy Optionee that the Property is entirely within
boundary lines expected. Optionee represents to the Optionor that Optionee takes the
Property in its present condition with all its faults. Optionee has been or will be
provided full and complete access to the Property and the full right to examine and test
the same. Optionee is relying solely upon such access, investigation and Optionee’s
testing and is not relying upon any representation or warranty of Optionor.





SURVIVAL All of the terms, representations, warranties and disclaimers contained in
this Agreement are continuing and shall survive the closing.



RECORDING OF OPTION The parties hereto agree that this Option Agreement may be
recorded with the Wilkin County Recorder’s office.



NOTICES Any notice, demand or other document which either party is required or may
desire to give or deliver to or make upon the other party shall be given in writing and served
either personally or given by prepaid United States certified mail, return receipt requested, and
addressed to the following addresses:



	 	 	 
	If to Optionor:

	 	US Bank, Trustee
	 

	 	Burdick N. Richardson Trust
	 

	 	c/o R.E.T. Smith
	 

	 	321 Dakota Avenue
	 

	 	Wahpeton, North Dakota 58074-0038
	 

	 	Fax: 701-642-4729
	 
	 	 
	If to Optionee:

	 	Gold Energy, LLC
	 

	 	c/o __________________
	 

	 	1183 6th Street South
	 

	 	Wahpeton, ND 58075






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     1031 EXCHANGE: If requested by Optionor, Optionee will cooperate with the Optionor in
conducting a §1031 like-kind exchange, the cost of which will be paid by the Optionor.



     TIME: Time is of the essence as to the performance of all of the terms and conditions
of this Agreement.



     IN WITNESS WHEREOF, said parties hereto subscribe their names.



	 	 	 	 	 	 	 	 	 	 	 
	OPTIONOR:	 	 	 	OPTIONEE:	 	 
	BURDICK N. RICHARDSON TRUST	 	 	 	GOLD ENERGY, LLC	 	 
	By: US BANK, Trustee	 	 	 	 	 	 	 	 
	 
	By:

	 	/s/ Kelly L. Ruth
 

	 	 
	 	By:
	 	/s/ Daniel O. Skolness
 

	 	 
	 

	 	Its Trustee [Handwritten: Vice President]
	 	 	 	 	 	Its [Handwritten: Vice President]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Tom Archbold	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Its Trustee [Handwritten: Vice-President]	 	 	 	 	 	 	 	 






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	STATE OF

	 	North Dakota
	 	)	 	 	 	 	 
	 

	 	 	 	)	 	 	SS:
	 	 
	COUNTY OF

	 	Lass
	 	)	 	 	 	 	 






     On
this
21st
day of September, 2005, before me personally appeared
Kelly L. Ruth, and Tom Archbold, to me personally known, who, being by me duly
sworn, did say that they are the Trustees of the Trust executing the foregoing instrument; that the
instrument was signed on behalf of the Trust with required authority; that Kelly L. Ruth
and Tom Archbold acknowledged the execution of the instrument to be the voluntary act and
deed of the Trust, by it and by them voluntarily executed.



	 	 	 	 	 	 	 	 	 
	[Stamped: PAMEL J. HENDRICH	 	/s/ Pamela J. Hedrich	 	 
	 

	 	 	 	Notary Public
	 	 

Notary Public
	 	 
	 

	 	 	 	State of North Dakota
	 	My Commission Expires: 8-9-06	 	 
	 	 	My Commission Expires Aug. 9, 2006]	 	 	 	 






	 	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 	 
	 

	 	 	)	 SS:	 	
	 	 
	COUNTY OF

	 	 	)	 	 	 	 	 






     On
this
28th
day of September, 2005, before me personally appeared
 Daniel O. Skolness known to me to be the Vice President of Gold Energy, LLC,
a Minnesota limited liability company, the limited liability company that said described
in and that executed the within and foregoing document, and acknowledged to me that he executed the
same on behalf of said limited liability company.



	 	 	 	 	 
	 

	 	/s/ Mary Beth Reynolds
 

	 	 
	 

	 	Notary Public	 	 
	 

	 	My Commission Expires:	 	 
	 

	 	[Stamped: MARY BETH REYNOLDS	 	 
	 

	 	Notary Public	 	 
	 

	 	State of North Dakota	 	 
	 

	 	My Commission Expires Feb. 14, 2011]	 	 







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