exv10w15



 




Exhibit 10.15



	 	 	 	 	 	 	 
	 	 	A000637185
	 	 
	 	 	POLK COUNTY RECORDER
	 	 
	 	 	POLK COUNTY, MINNESOTA
	 	 
	 	 	CERTIFIED, FILED, AND
	 	 
	 	 	RECORDED ON
	 	 
	 	 	03/26/2007 09:00AM
	 	 
	 	 	PAGES: 7
	 	 
	 	 	REC FEES: $46.00
	 	 
	 	 	MICHELLE M. COTE
	 	 
	 	 	POLK COUNTY RECORDER
	 	 
	 

	 	By:
	 	/s/ [ILLEGIBLE]
	 	Deputy
	 

	 	 	 	 

	 	 






SECOND AMENDED OPTION TO

PURCHASE REAL PROPERTY




     IN CONSIDERATION of the sum of Sixty Thousand Dollars ($60,000) previously paid and 53,000
warrants to purchase membership units in Agassiz Energy, LLC at $1,00 per unit exercisable between
April 1, 2007, and March 31, 2014, paid to Richard Scott Carroll and D’wana Jean Carroll, husband
and wife, hereinafter referred to as “Sellers,” receipt of said $60,000 and delivery of membership
warrants is hereby acknowledged, Sellers give and grant to Agassiz Energy, LLC, a Minnesota limited
liability company, hereinafter referred to as “Purchaser,” and Purchaser’s successors and assigns,
the exclusive option to purchase the real property of Sellers situated in the County of Polk, State
of Minnesota, particularly described as:




That part of the North Half of the Northwest Quarter
(N1/2
NW1/4)
of Section Ten (10), Township One Hundred
Forty-eight (148) North of Range Forty-two (42) West of the Fifth Principal Meridian, lying
west of the Soo Line Railroad Right of Way;




AND




That
part of the North Half of the Northwest Quarter
(N1/2
NW1/4) of Section Ten
(10), Township One Hundred Forty-eight (148) North of Range Forty-two (42) West of the Fifth
Principal Meridian described as follows: Commencing at the northeast
corner of the
NW1/4 of
Section 10-148-42; thence in a westerly direction along the
north line of said NW1/4  a
distance of 1200 feet to a point, which point is the point of beginning



 




 









 






of the tract herein conveyed; thence in a southerly direction and parallel with the
east line of said NW1/4  a distance of 60 rods (990 feet) to a point; thence in a westerly
direction and parallel with the north line of said NW1/4  a distance of 40 rods (660 feet) to
a point; thence in a northerly direction and parallel with the east
line of said NW1/4 a
distance of 60 rods, more or less, to the north line of said
NW1/4;  thence in an easterly
direction along the north line of said NW1/4  a distance of 40 rods, more or less, to the
point of beginning of the tract herein conveyed;


including
all easements, rights of way, and appurtenances, and all of
Sellers’ right, title, and
interest in all public ways adjoining the property.




     This option is given on the following terms and conditions:



SECTION ONE




PRICE AND TERMS OF PAYMENT




     The purchase price for the property shall be Four Hundred Forty-two Thousand Dollars
($442,000), which shall be paid on exercise of this Option by Purchaser. Sixty Thousand Dollars
($60,000) of said Option payments shall be applied toward the total purchase price.



     In addition, in the event the Option is exercised when the Sellers have growing crop on the
premises, Sellers shall be entitled to remove said crop at harvest or be compensated the fair
market value of the lost crop as agreed in writing or as determined by Minnesota Regional
Extension Service if the parties are unable to agree.



SECTION TWO




PERIOD OF OPTION




     This Option may be exercised by giving notice of exercise to Sellers at P.O. Box 274,
Erskine, Minnesota 56535, at any time during the period commencing March 15, 2007, and continuing
to March 31, 2008.



-2-









 





SECTION THREE




TITLE




     If the Option is exercised, Sellers shall, within thirty (30) days after the delivery to
Sellers of the notice of exercise, secure and submit to Purchaser for examination by Purchaser’s
attorneys, an updated Abstract of Title. Within thirty (30) days thereafter, Purchaser shall give
notice in writing to Sellers of any defects in or objections to the title as so evidenced, and
Sellers shall clear the title of the defects and objections so specified.



     If Sellers fail to clear title to the extent required in this Option or to submit evidence of
Sellers’ ability to do so prior to closing, and such failure continues for ninety (90) days after
the date of exercise of the Option, Purchaser may clear title to the extent so required and charge
the cost of clearing to Sellers or, at Purchaser’s option, may terminate the contract by giving
thirty (30) days’ written notice to Sellers.



     Title to be conveyed as provided in this Option shall be merchantable title, free and clear
of all liens, encumbrances, restrictions, and easements.



SECTION FOUR




CLOSING




     Sellers shall be responsible for providing an updated Abstract of Title, Deed in recordable
form; and payment of deed tax. Purchaser shall be responsible for surveying costs, title
examination (or owner’s title insurance), and recording the Deed. Taxes and assessments in the year
of closing shall be prorated between the parties as of the date of the closing. Closing shall be
scheduled ten (10) days following determination that the title to the real estate is marketable.



-3-









 





SECTION FIVE




POSSESSION




     Sellers shall continue in possession of the property until the closing of the
transaction, and shall maintain the property in its present condition, reasonable wear from
ordinary use excepted. Possession shall be transferred to Purchasers at closing.



SECTION SIX




HAZARDOUS SUBSTANCES




     Sellers hereby state that, to the best of Sellers’ knowledge, the real property is free
of hazardous substances as hereinafter defined and is not subject to any “Super-Fund” type liens
or claims by governmental regulatory agencies or other third parties arising from the release or
threatened release of hazardous substances in, on, or about the real property. For purposes of
this Agreement, hazardous substance means hazardous waste, toxic substances, polychlorinated
biphenyls, asbestos, or related materials and also includes, but is not limited to, substances
defined as hazardous substances or toxic substances in the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9061, et. seq., Hazardous
Materials Transportation Act, 49 U.S.C. § 6901, et seq., or as hazardous substances, hazardous
waste, or pollutant or contaminant in the Environmental Response and Liability Act, Minn. Stat. §
115B.01, et. seq. The term does include petroleum, including crude oil or any fraction thereof,
natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel or mixtures
thereof.



-4-









 





SECTION SEVEN




TESTING




     In the event soil testing or other testing is undertaken by Purchaser during the Option
period, Sellers shall be compensated in an amount to be determined by the Minnesota Regional
Extension service for any crop damage occurring on the parcel or adjacent area which is caused
directly or indirectly by said testing.



SECTION EIGHT




NOTICES




     Any notice under this Option shall be given in writing to the party for whom it is
intended in person or by certified mail at the following address, or such future address as may be
designated in writing:



	 	 	 
	Sellers:

	 	P.O. Box 274
	 

	 	Erskine, MN 56535
	 
	 	 
	Purchaser:

	 	Donald Sargeant
	 

	 	President and Chief Manager
	 

	 	510 County Road 71
	 

	 	Crookston, MN 56716





to any successor or assignee of either party, at the address stated in the notice of
succession or assignment.




SECTION NINE




GOVERNING LAW




     This Option Agreement shall be governed by, and construed and enforced in accordance with, the
laws of the State of Minnesota.



-5-









 





SECTION TEN




AMENDMENT




     This Option Agreement may not be amended except by a written instrument signed by the
parties hereto. This Amended Option to Purchase Real Property shall amend the Option to Purchase
Real Property executed by the parties on July 8, 2006, and recorded in the Office of the Polk
County Recorder on July 12, 2006, at 9 a.m. as Document No. A000631612 and Amended Option to
Purchase Real Property dated November 17, 2005, and recorded in the Office of the Polk County
Recorder on November 29, 2006, at 9 a.m. as Document No. A000634676.



SECTION ELEVEN




ASSIGNMENT AND SUCCESSION




     This Option and the contract resulting from its exercise shall bind and inure to the benefit
of the heirs, administrators, executors, successors, and assigns of the respective parties. All
rights of Purchaser under this Option may be assigned without restriction, but notice of each
assignment shall be given in writing to Sellers.



DATED
this 21 day of March, 2007.




	 	 	 	 	 	 	 	 	 
	SELLERS:	 	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	AGASSIZ ENERGY, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Richard Scott Carroll
 

RICHARD SCOTT CARROLL

	 	 	 	By
	 	/s/ Donald Sargeant
 

Donald Sargeant, Chief Manager
	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ D’Wana Jean Carroll
 

D’WANA JEAN CARROLL

	 	 	 	By
	 	/s/ Larry Altringer
 

Larry Altringer, Treasurer
	 	 






-6-









 






	 	 	 	 	 	 	 
	STATE OF MINNESOTA

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.
	COUNTY OF POLK

	 	 	)	 	 	 






     The foregoing instrument was acknowledged before me this 21st day of
March, 2007, by Richard Scott Carroll and D’wana Jean Carroll, husband
and wife, Sellers.



	 	 	 	 	 
	 

	 	/s/ Jonas O. Sandberg
 

Notary Public, Polk County, MN
	 	 
	 

	 	My Comm. Expires:	 	 
	 
	 

	 		 	 






	 	 	 	 	 	 	 
	STATE OF MINNESOTA

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.
	COUNTY OF POLK

	 	 	)	 	 	 






     The foregoing instrument was acknowledged before me this 21st day of March, 2007, by Donald Sargeant and Larry Altringer, the President
and
Treasurer, respectively of Agassiz Energy, LLC, a Minnesota limited liability
company, Purchaser.



	 	 	 	 	 
	 

	 	/s/ Jonas O. Sandberg
 

Notary Public, Polk County, MN
	 	 
	 

	 	My Comm. Expires:	 	 
	 
	 

	 		 	 






THIS INSTRUMENT WAS DRAFTED BY:

Johannson, Rust, Stock
   &
Rasmusson, P.A.

P.O. Box 605

Crookston, MN 56716





-7-