exv10w1



 





Exhibit 10.1




REVOLVING PROMISSORY NOTE




			
	Omaha, Nebraska 

Note Date: July 18, 2007
	 	$3,500,000.00

Maturity Date: July 17, 2008






     On or before July 17, 2008, Red Trail Energy, LLC (“BORROWER”), promises
to pay to the order of First National Bank of Omaha (“BANK”) at any of its offices
in Omaha, Nebraska the principal sum hereof, which shall be Three Million Five
Hundred Thousand and no/100 ($3,500,000.00) Dollars or so much thereof as may have
been advanced by BANK and shown on the records of the BANK to be outstanding, under
this Note and the Construction Loan Agreement executed by the BANK and BORROWER
dated as of December 16, 2005, as it may, from time to time, be amended (the “LOAN
AGREEMENT”). Interest on the principal balance from time to time outstanding will
be payable at a rate equal to the LIBOR RATE plus three hundred forty (340) basis
points from time to time until maturity, and six hundred (600) basis points in
excess of said aggregate interest rate from time to time after maturity, whether by
acceleration or otherwise. Interest shall be calculated on the basis of a 360-day
year, counting the actual number of days elapsed. Interest on this NOTE shall be
payable quarterly, commencing October 10, 2007, and continuing on the same date of
each third month thereafter. Provided, however, the LOAN AGREEMENT contains
provisions for reduction of the interest rate under certain circumstances.



     This note is executed pursuant to the LOAN AGREEMENT. The LOAN AGREEMENT
contains additional terms of this Note, including, but not limited to enumerated
events of default, and the granting of liens to secure BORROWER’s performance. All
capitalized terms not otherwise defined herein 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 set forth herein
immediately due and payable, and BANK shall also have such other remedies as are
described in the LOAN AGREEMENT and are provided by law. All makers and endorsers
hereby waive presentment, demand, protest and notice of dishonor, consent to any
number of extensions and renewals for any period without notice; and consent to any
substitution, exchange or release of collateral, and to the addition or releases of
any other party primarily or secondarily liable.



     Executed as of the Note Date set forth above.


Red Trail Energy, LLC, a North Dakota limited liability company




	 	 	 	 	 	 	 
	By:

	 	/s/ Mike Appert
	 	By:
	 	/s/ Roger Berglund
	 

	 	 
	 	 	 	 
	Name:

	 	Mike Appert
	 	Name:
	 	Roger Berglund
	 

	 	 
	 	 	 	 
	Title:

	 	Chairman
	 	Title:	 	Treas.
	 

	 	 
	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	STATE OF

	 	North Dakota
	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	ss.
	COUNTY OF

	 	Stark
	 	 	)	 	 	 
	 

	 	 	 	 	 	 	 	 





     On
this 24 day of July, 2007, before me, the undersigned, a Notary
Public, personally appeared Mike Appert, Chairman  of Red Trail
Energy, LLC, on behalf of said entity, who executed the foregoing instrument, and
acknowledged that he executed the same as his voluntary act and deed
and that of the Company.



	 	 	 	 	 
	 	 	/s/ De Ell Hoff
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	 	 	DEELL HOFF
	 

	 	 	 	Notary Public
	 

	 	 	 	State of North Dakota 
	 

	 	 	 	My Commission Expires Oct. 21, 2011






	 	 	 	 	 	 	 	 	 
	STATE OF

	 	North Dakota
	 	 	)	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	)	 	 	ss.
	COUNTY OF

	 	Stark
	 	 	)	 	 	 
	 

	 	 	 	 	 	 	 	 





     On
this 24 day of July, 2007, before me, the undersigned, a Notary
Public, personally appeared Roger Berglund, Treas of Red Trail
Energy, LLC, on behalf of said entity, who executed the foregoing instrument, and
acknowledged that he executed the same as his voluntary act and deed and that of the
Company.



	 	 	 	 	 
	 	 	/s/ De Ell Hoff
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	 	 	DEELL HOFF
	 

	 	 	 	Notary Public
	 

	 	 	 	State of North Dakota 
	 

	 	 	 	My Commission Expires Oct. 21, 2011