Exhibit
10.17


 


PROMISSORY
NOTE


 


	
  $33,024,200.00

  	
   

  	
  February 26, 2004

  



 


1.                                       FOR
VALUE RECEIVED, UNITED WISCONSIN GRAIN PRODUCERS, LLC, a Wisconsin limited
liability company (the “Borrower”), hereby promises to pay to the order of
AGSTAR FINANCIAL SERVICES, PCA., an United States instrumentality (the
“Lender”),  the principal sum of
Thirty-Three Million Twenty-Four Thousand Two Hundred and No/100ths
($33,024,200.00) Dollars, or so much thereof as may be advanced to, or for the
benefit of, the Borrower and be outstanding, with interest thereon, to be
computed on each advance from the date of its disbursement as set forth herein
pursuant to that certain Construction and Promissory Loan Agreement of even
date herewith by and between the Lender and the Borrower (“Loan Agreement”),
and which remains unpaid, in lawful money of the United States and immediately
available funds.


 


2.                                       The
outstanding principal balance of this Promissory Note shall bear interest at a
fixed rate per annum determined by Lender to be three and three-quarters
percent (3.75%) above the LIBOR Rate in effect on the first Advance pursuant to
this Promissory Note.  Notwithstanding
the foregoing, the rate of interest under this Promissory Note may be adjusted
by Lender pursuant to the provisions of Sections 2.06 and 2.08 of the Loan
Agreement.  At Borrower’s option, all or
part of the outstanding principal balance under this Promissory Note may be
converted to a fixed rate of interest at a rate acceptable to Lender in its
sole discretion.


 


3.                                       The
LIBOR Rate means the London interbank
offered rate per annum for one-month deposits in United States dollars, as
determined by the British Banker’s Association average of interbank offered
rates for United States dollar deposits in the London market based on quotations
at 16 major banks, as published in the “Money Rates” Section of the Wall Street
Journal as of the applicable determination date; provided, if
Lender determines that the foregoing source is unavailable for the applicable
Interest Period, Lender shall determine LIBOR based on a new index which is
based on comparable information.


 


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


 


5.                                       Accrued
interest prior to the Conversion Date shall be payable quarterly, with payments
due on April 1st, July 1st, October 1st,
and January 1st (hereinafter referred to as “Quarterly Payment
Dates”), commencing on the first Quarterly Payment Date following the date on
which the first advance is made hereunder, and continuing on each Quarterly
Payment Date thereafter until the Conversion Date, as that term is defined in
the Loan Agreement.


 


1

















 


6.                                       On
the Conversion Date, if the outstanding principal balance of this note exceeds
the lesser of: (i) $29,024,200.00; or (ii) 55% of the Project Costs less
$4,000,000.00, then it must be reduced by Borrower to not more than the lesser
of: (i) $29,024,200.00; or (ii) 55% of the Project Costs less $4,000,000.00.  The Revolving Note between the parties may
assume the reduction in principal required herein according to the terms of the
Loan Agreement.


 


7.                                       Beginning
on the first (1st) day of the month following the month in which the
Conversion Date occurs, and continuing on the first (1st) day of
each succeeding month thereafter until the Maturity Date, the Borrower shall
make equal monthly payments of principal and accrued interest in such amounts
as will be required to fully amortize the entire outstanding principal of this
Promissory Note, together with accrued interest thereon, over a period not to
exceed ten (10) years from the Conversion Date.  The amount of said monthly payments shall be recalculated and, if
necessary, adjusted as of each Adjustment Date, as defined herein, to account
for changes in the effective rate of interest hereunder and to maintain said
ten (10) year amortization.  Following the Conversion Date, and in
addition to all other payments of principal and interest required under the
Loan Agreement, the Borrower shall annually remit to Lender and amount equal to
the sum of:  (i) 20% of the Borrower’s
Excess Cash Flow; and (ii) the Borrower’s Incentive Payment Recapture on or
before January 31st of the succeeding fiscal year, as those
terms are defined in the Loan Agreement. 
Notwithstanding the foregoing, the amount required to be prepaid to
Lender shall not exceed $3,500,000.00 for any fiscal year of the Borrower.  No payment of Excess Cash Flow or Incentive
Payment Recapture to Lender shall be required for any fiscal year in which
Borrower’s Owner Equity Ratio shall exceed 55%.


 


8.                                       The
outstanding principal balance hereof, together with all accrued interest, if
not paid sooner, shall be due and payable in full on the fifth (5th)
annual anniversary of the Conversion Date (the “Maturity Date”).


 


9.                                       Advances
may only be made under this Promissory Note until the Completion Date, as that
term is defined in the Loan Agreement, after which no further advances may be
made hereunder.  No amounts may be
readvanced under this Promissory Note. 
Any principal repayment will reduce the commitment on the loan.


 


10.                                 All
payments and prepayments shall, at the option of the Lender, be applied first
to any costs of collection, second to any late charges, third to accrued
interest and the remainder thereof to principal.


 


11.                                 This
Promissory Note may be prepaid, in whole or in part, at the option of the
Borrower, as further provided herein. 
In the event the loan is prepaid, in whole or in part, there will be
additional fee according to the following schedule:


 




	
  Time of Payment

  	
   

  	
  Prepayment
  Premium

  	
   

  
	
  Months 1-12

  	
   

  	
  3.00

  	
  %

  
	
  Months 13-24

  	
   

  	
  2.00

  	
  %

  
	
  Months 25-36

  	
   

  	
  1.00

  	
  %

  






 


No prepayment premium or fee shall be required if a prepayment of
principal is made pursuant to any Excess Cash Flow or Incentive Payment
Recapture formulas as described in Section 2.03(b) of the Loan Agreement.


 


2

















 


12.                                 This
Promissory Note is issued pursuant to the terms and provisions of the Loan
Agreement and is entitled to all of the benefits provided for in said
agreement.  All capitalized terms used
and not defined herein shall have the meanings assigned to them in the Loan
Agreement.


 


13.                                 Upon
the occurrence at any time of an Event of Default or at any time thereafter,
the outstanding principal balance hereof plus accrued interest hereon plus all
other amounts due hereunder shall, at the option of the Lender, be immediately
due and payable, without notice of demand.


 


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


 


15.                                 If
any payment of principal or interest due hereunder is not paid with ten (10)
days of the due date thereof, the Borrower shall pay to the Lender a late
charge equal to five percent (5%) of the amount of such payment.


 


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


 


17.                                 Demand,
presentment, protest and notice of nonpayment and dishonor of this Promissory
Note are hereby waived.


 


18.                                 This
Promissory Note shall be governed by and construed in accordance with the laws
of the State of Minnesota.


 


19.                                 As
used herein, the term “Event of Default” shall mean and include any one or more
of the events specified as “Events of Default” in the Loan Agreement.


 


	
   

  	
  UNITED WISCONSIN GRAIN

  PRODUCERS, LLC

  
	
   

  	
  a Wisconsin limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ KevinRoche

  	
   

  
	
   

  	
  By Kevin Roche

  
	
   

  	
    Its President

  



 


3