**Exhibit 10.10**

 

Badger State Ethanol, LLC

2000068448-003

 

REVOLVING PROMISSORY NOTE

 
| Omaha, Nebraska                  |   | $3,500,000.00                        |
|----------------------------------|--------|--------------------------------------|
| Note Date:  August 25, 2004 |   | Maturity Date:  August 24, 2005 |

 

On or before August 24, 2005, Badger State Ethanol, LLC (“BORROWER”)promises to pay to the order of First National Bank of Omaha (“BANK”) at any ofits offices in Omaha, Nebraska the principal sum hereof, which shall be ThreeMillion Five Hundred Thousand and no/100 ($3,500,000.00) Dollars or so muchthereof as may have been advanced by BANK, under this Note and the loanagreement executed by the BANK and BORROWER dated as of August 28, 2001, as itmay, from time to time, be amended.

 

Interest on the principal amount outstanding shall accrue at a rate(the “RATE”) equal to one hundred (100) basis points higher than the BASE RATEin effect from time to time until maturity, and six per cent (6%) above theBASE RATE in effect from time to time after maturity, whether by accelerationor otherwise.  For purposes hereof, BASERATE shall mean the rate announced by BANK from time to time as its “NationalBase Rate”.  Each time the BASE RATEshall change, the RATE shall change contemporaneously with such change in theBASE RATE.

 

The interest rate applicable to this promissory note is subject toreduction after a date six months subsequent to CONSTRUCTION COMPLETION DATE,based on the business results of BORROWER. In the event that BORROWER maintains the following ratios, measuredmonthly, the interest rates will be reduced accordingly:

 
| **IF INDEBTEDNESS to NET  WORTH is less than:** | ** ** | **Interest will be:**          | ** ** |
|-------------------------------------------------|------------|--------------------------------|------------|
| 1.25 : 1.00                                     |       | BASE RATE plus 75 basis points |       |
| 1.00 : 1.00                                     |       | BASE RATE plus 50 basis points |       |
| 0.75 : 1.00                                     |       | BASE RATE plus 25 basis points |       |

 

Interest shall be calculated on the basis of a 360-day year, countingthe actual number of days elapsed. Interest on the REVOLVING LOAN shall be payable monthly, commencingSeptember 25, 2004.

 

This note is executed pursuant to a Construction Loan Agreement datedas of August 28, 2001, between BANK and BORROWER (the “LOAN AGREEMENT”).  The LOAN AGREEMENT contains additional termsof this Note, including, but not limited to enumerated events of default, andthe granting of liens to secure BORROWER’s performance.  All capitalized terms not otherwise definedherein shall have the same meanings as set forth in the LOAN AGREEMENT.

 

As provided in the LOAN AGREEMENT, upon any such enumerated default,BANK may accelerate the due date of this Note and declare all obligations setforth herein immediately due and payable, and BANK shall also have such otherremedies as are described in the LOAN AGREEMENT and are provided by law.  All makers and endorsers hereby waivepresentment, demand, protest and notice of dishonor, consent to any number ofextensions and renewals for any period without notice; and consent to anysubstitution, exchange or release of collateral, and to the addition orreleases of any other party primarily or secondarily liable.

 

Executed as of the 24 day of August, 2004.

 

Badger State Ethanol, LLC

 

 
| By:    | /s/ Gary L. Kramer,  |   |
|--------|---------------------------|--------|
|   | Gary L. Kramer, President |
|        |                           |        |  |

* *

*(Notary Acknowledgment required on Page 2)*

 

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NOTARY ACKNOWLEDGMENT

 

| STATE OF  WISCONSIN | ) |   |
|---------------------|---|--------|
|                | ) | ss:    |
| COUNTY OF GREEN     | ) |   |

 

On this 25th day of August, 2004, before me,the undersigned, a Notary Public, personally appeared Gary L. Kramer, thePresident of Badger State Ethanol, LLC, to me known to be the identical personnamed in and who executed the foregoing instrument, and acknowledged that heexecuted the same as his voluntary act and deed on behalf of Badger StateEthanol, LLC.

 
|   | By:    | /s/ [ILLEGIBLE] |   |
|--------|--------|----------------------|--------|
|   |   | Notary Public        |   |

 

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