Exhibit 10.18


 


REVOLVING
NOTE


 


	
  $4,000,000.00

  	
   

  	
  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 Four
Million and No/100ths ($4,000,000.00) 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
Revolving 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 Revolving Note shall bear interest at a
rate three and three-quarters percent (3.75%) above the LIBOR Rate in effect on
the first Advance pursuant to this Revolving Note.  Notwithstanding the foregoing, the rate of interest under this
Revolving Note may be adjusted by Lender pursuant to the provisions of Sections
2.06 and 2.08 of the Loan Agreement.


 


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.                                       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 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 continuing
on the first (1st) day of each twelfth (12th) month
thereafter, the Borrower shall make annual payments of principal in such
amounts as will be required to fully amortize the entire outstanding principal
of this Promissory Note over a period not to exceed ten (10) years from the
Conversion Date.


 

















 


6.                                       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”).


 


7.                                       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.


 


8.                                       This
Revolving 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 mandatory
prepayment, at the option of the Lender, as provided in the Loan Agreement,
without premium or penalty.


 


9.                                       This Revolving
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.


 


10.                                 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.


 


11.                                 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.


 


12.                                 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.


 


13.                                 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.


 


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


 


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


 


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16.                                 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/ Kevin Roche

  	
   

  
	
   

  	
  By Kevin Roche

  
	
   

  	
    Its President

  



 


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