**Exhibit 10.18**

 

**REVOLVINGNOTE**

 
| $4,000,000.00 |   | February 26, 2004 |
|---------------|--------|------------------------|

 

1.                                       FORVALUE RECEIVED, UNITED WISCONSIN GRAIN PRODUCERS, LLC, a Wisconsin limitedliability company (the “Borrower”), hereby promises to pay to the order ofAGSTAR FINANCIAL SERVICES, PCA, an United States instrumentality (the“Lender”),  the principal sum of FourMillion and No/100ths ($4,000,000.00) Dollars, or so much thereof as may beadvanced to, or for the benefit of, the Borrower and be outstanding, withinterest thereon, to be computed on each advance from the date of itsdisbursement as set forth herein pursuant to that certain Construction andRevolving Loan Agreement of even date herewith by and between the Lender andthe Borrower (“Loan Agreement”), and which remains unpaid, in lawful money ofthe United States and immediately available funds.

 

2.                                       Theoutstanding principal balance of this Revolving Note shall bear interest at arate three and three-quarters percent (3.75%) above the LIBOR Rate in effect onthe first Advance pursuant to this Revolving Note.  Notwithstanding the foregoing, the rate of interest under thisRevolving Note may be adjusted by Lender pursuant to the provisions of Sections2.06 and 2.08 of the Loan Agreement.

 

3.                                       TheLIBOR Rate means the London interbank offeredrate per annum for one-month deposits in United States dollars, as determinedby the British Banker’s Association average of interbank offered rates forUnited States dollar deposits in the London market based on quotations at 16major banks, as published in the “Money Rates” Section of the *Wall StreetJournal* as of the applicable determination date; provided, ifLender determines that the foregoing source is unavailable for the applicableInterest Period, Lender shall determine LIBOR based on a new index which isbased on comparable information.

 

4.                                       The rate ofinterest due hereunder shall initially be determined as of the date hereof andshall thereafter be adjusted, as and when, and on the same day that, the LIBORRate changes. All such adjustments to the rate of interest shall be made andbecome effective as of the date of any change in the LIBOR Rate and shallremain in effect until and including the day immediately preceding the nextsuch adjustment (each such day hereinafter being referred to as an “AdjustmentDate”).  All such adjustments to saidrate shall be made and become effective as of the Adjustment Date, and saidrate as adjusted shall remain in effect until and including the day immediatelypreceding the next Adjustment Date. Interest hereunder shall be computed on the basis of a year of threehundred sixty-five or three hundred sixty-six (365 or 366) days, but chargedfor actual days principal is outstanding.

 

5.                                       Beginning on thefirst (1st) day of the month following the month in which theConversion Date occurs, and continuing on the first (1st) day ofeach succeeding month thereafter until the Maturity Date, the Borrower shallmake monthly payments of accrued interest. In addition, on the first (1st) day of the twelfth (12th)month following the month in which the Conversion Date occurs, and continuingon the first (1st) day of each twelfth (12th) monththereafter, the Borrower shall make annual payments of principal in suchamounts as will be required to fully amortize the entire outstanding principalof this Promissory Note over a period not to exceed ten (10) years from theConversion Date.

 

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6.                                       Theoutstanding principal balance hereof, together with all accrued interest, ifnot paid sooner, shall be due and payable in full on the fifth (5th)annual anniversary of the Conversion Date (the “Maturity Date”).

 

7.                                       All payments andprepayments shall, at the option of the Lender, be applied first to any costsof collection, second to any late charges, third to accrued interest and theremainder thereof to principal.

 

8.                                       ThisRevolving Note may be prepaid at any time, at the option of the Borrower,either in whole or in part, without premium or penalty.  This Revolving Note is subject to mandatoryprepayment, at the option of the Lender, as provided in the Loan Agreement,without premium or penalty.

 

9.                                       This RevolvingNote is issued pursuant to the terms and provisions of the Loan Agreement andis entitled to all of the benefits provided for in said agreement.  All capitalized terms used and not definedherein shall have the meanings assigned to them in the Loan Agreement.

 

10.                                 Upon the occurrence atany time of an Event of Default or at any time thereafter, the outstandingprincipal balance hereof plus accrued interest hereon plus all other amountsdue hereunder shall, at the option of the Lender, be immediately due andpayable, without notice of demand.

 

11.                                 The occurrence at anytime of an Event of Default or at any time thereafter, the Lender shall havethe right to set off any and all amounts due hereunder by the Borrower to theLender against any indebtedness or obligation of the Lender to the Borrower.

 

12.                                 If any payment ofprincipal or interest due hereunder is not paid with ten (10) days of the duedate thereof, the Borrower shall pay to the Lender a late charge equal to fivepercent (5%) of the amount of such payment.

 

13.                                 The Borrower promisesto pay all costs of collection of this Promissory Note, including, but notlimited to, attorneys’ fees paid or incurred by the Lender on account of suchcollection, whether or not suit is filed with respect thereto and whether ornot such costs are paid or incurred, or to be paid or incurred, prior to orafter the entry of judgment.

 

14.                                 Demand, presentment,protest and notice of nonpayment and dishonor of this Promissory Note arehereby waived.

 

15.                                 This Promissory Noteshall be governed by and construed in accordance with the laws of the State ofMinnesota.

 

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16.                                 As used herein, theterm “Event of Default” shall mean and include any one or more of the eventsspecified as “Events of Default” in the Loan Agreement.

 

 
|   | UNITED WISCONSIN GRAIN  PRODUCERS, LLC |
|--------|----------------------------------------|
|   | a Wisconsin limited liability company  |
|   |                                   |
|   |                                   |
|   | */s/ Kevin Roche*                      |   |
|   | By Kevin Roche                         |
|   |   Its President              |

 

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