**Exhibit 10.10**

 

**TERM NOTE 2**

 
| Note Date:     | June 23, 2003 |   | $15,732,500.00 |
|----------------|--------------------|--------|----------------|
| Maturity Date: | June 1, 2008  |   |           |

 

**FORVALUE RECEIVED, LSCP, L.P.,**an Iowa limitedpartnership (“BORROWER”) promises to pay to the order of First National Bank ofOmaha (“BANK”), at its principal office or such other address as BANK or holdermay designate from time to time, the principal sum of Fifteen Million SevenHundred Thirty-Two Thousand Five Hundred and No/100 Dollars ($15,732,500.00),or the amount shown on the BANK’s records to be outstanding, plus interest(calculated on the basis of actual days elapsed in a 360-day year) accruingeach day on the unpaid principal balance at the annual interest rates definedbelow.  Absent manifest error, theBANK’s records shall be conclusive evidence of the principal and accruedinterest owing hereunder.

 

This promissory note is executed pursuant to a Construction LoanAgreement (“CONSTRUCTION LOAN AGREEMENT”) between BORROWER and BANK dated as ofJuly 25, 2002, which, together will all amendments thereto, iscollectively called the “AGREEMENT”. All capitalized terms not otherwise defined in this note shall have themeanings provided in the CONSTRUCTION LOAN AGREEMENT.

 

**INTEREST ACCRUAL. **Interest on the principal amountoutstanding shall accrue based on a three month LIBOR +280 bps.  Interest shall be calculated on the basis ofa 360-day year, counting the actual number of days elapsed.

 

**REPAYMENT****TERMS. **Interest on the outstanding principal balance shall be dueand payable quarterly, in arrears, with the first payment commencing onSeptember 1, 2003.  Principal shallbe due and payable in the amounts and on the dates set forth in attachedSchedule I, which is incorporated herein by reference.  In all events, the entire outstandingprincipal balance, together with all accrued and unpaid interest, shall beimmediately due and payable in full on June 1, 2008.

 

**PREPAYMENT. **The BORROWER mayprepay this promissory note in full or in part at any time.  Provided, however, a condition of anyprepayment is that a fee shall be paid to BANK sufficient to make BANK wholefor any expenses related to breaking fined interest rates.  Each prepayment may be applied in inverseorder of maturity or as the BANK in its sole discretion may deemappropriate.  Such prepayment shall notexcuse the BORROWER from making subsequent payments each quarter until theindebtedness is paid in full.  Nopayment of EXCESS CASH FLOW shall be the cause of a payment to BANK forinterest rate breakage fees or otherwise result in any prepayment fee.

 

**ADDITIONALTERMS AND CONDITIONS. **TheLOAN AGREEMENT, and any amendments or substitutions, contains additional termsand conditions, including default and acceleration provisions, which areincorporated into this promissory note by reference.  The BORROWER agrees to pay all costs of collection, includingreasonable attorneys fees and legal expenses incurred by the BANK if thispromissory note is not

 

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paid as providedabove.  This promissory note shall begoverned by the substantive laws of the State of Nebraska.

 

**WAIVER OF PRESENTMENT AND NOTICE OFDISHONOR. **BORROWERand any other person who signs, guarantees or endorses this promissory note, tothe extent allowed by law, hereby waives presentment, demand for payment,notice of dishonor, protest, and any notice relating to the acceleration of thematurity of this promissory note.

 
|               | LSCP, L.P., an Iowa Limited Partnership  By Little Sioux Corn Processors, L.L.C., Its  General Partner |
|--------------------|--------------------------------------------------------------------------------------------------------|
|               |                                                                                                   |
|               |                                                                                                   |
|               | By:                                                                                                    | /s/ Daryl J. Haack |   |
|               |                                                                                                   | Daryl J. Haack, President of Little  Sioux Corn Processors, L.L.C. |
|               |                                                                                                   |
| STATE OF IOWA      | )                                                                                                      |   |
|               | ) ss.                                                                                                  |   |
| COUNTY OF Cherokee | )                                                                                                      |   |

 

On this 20 day of June, 2003, before me, the undersigned, a Notary Public, personally appearedDaryl J. Haack, President of LittleSioux Corn Processors, L.L.C., General Partner of LSCP, L.P., on behalfof said entity, who executed the foregoing instrument, and acknowledged that heexecuted the same as his voluntary act and deed.

 
|          | /s/ Becky J. Nothem |   | [SEAL] |   |
|---------------|---------------------|--------|--------|--------|
| Notary Public |                |   |

 

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