exv10w10



 





Exhibit 10.10




PROMISSORY NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Officer	 	 
	Principal	 	Loan Date	 	Maturity	 	Loan No.	 	Call/Coll.	 	Account	 	PBlake	 	Initials
	$970,000.00
	 	03-09-2007
	 	03-06-2008
	 	8000845380	 	 	 	 	 	 	 	 






References in the shaded area are for Lender’s use only and do not limit the applicability of this documents to any particular loan

or item. Any item above containing “***” has been omitted due to text length limitations.




	 	 	 	 	 	 	 
	Borrower:

	 	Agassiz Energy, LLC (TIN: 80-0130330)

510 County Road 71

Crookston, MN 58716
	 	Lender:
	 	American Federal Bank

215 North 5th Str

Fargo, ND 58102






	 	 	 	 	 
	Principal Amount: $970,000.00

	 	Interest Rate: 7.000%
	 	Date of Note: March 9, 2007





PROMISE TO PAY. Agassiz Energy, LLC (“Borrower”) promises to pay to American Federal Bank
(“Lender”), or order, in lawful money of the United States of America, the principal amount of Nine
Hundred Seventy Thousand & DD/100 Dollars ($970,000.00) or so much as may be outstanding, together
with interest at the rate of 7.000% per annum on the unpaid outstanding principal balance of each
advance. Interest shall be calculated from the date of each advance until repayment of each
advance. The interest rate may change under the terms and conditions of the “INTEREST AFTER
DEFAULT” section.



PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued
unpaid Interest on March 6, 2008. Unless otherwise agreed or required by applicable law, payments
will be applied first to any accrued unpaid Interest; then to principal; then to any late charges;
and then to any unpaid collection costs. Interest on this Note is computed on a 365/365 simple
Interest basis; that is, by applying the ratio of the annual interest rate over the number of days
in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days
the principal balance is outstanding. Borrower will pay Lender at Lender’s address shown above or
such other place as Lender may designate in writing.



PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is
due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s
obligation to continue to make payments. Rather, early payments will reduce the principal balance
due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or
similar language. If Borrower sends such a payment, Lender may accept it without losing any of
Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed
to Lender. All written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes “payment in full” of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction of a disputed
amount must be mailed or delivered to: American Federal Bank, Crookston Bank, 304 North Broadway
Crookston, MN 56716.



LATE
CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid
portion of the regularly scheduled payment.



INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum
due under this Note will continue to accrued interest at the interest rate under this Note.



DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this
Note:





Payment Default. Borrower fails to make any payment when due under this Note.




Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or
condition contained in this Note or in any of the related documents or to comply with or to perform
any term, obligation, covenant or condition contained in any other agreement between Lender and
Borrower.




False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower
or on Borrower’s behalf under this Note or the related documents is false or misleading in any
material respect, either now or at the time made or furnished or becomes false or misleading at any
time thereafter.




Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is
made), any member withdraws from Borrower, or any other termination of Borrower’s existence as a
going business or the death of any member, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type
of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws
by or against Borrower.




Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether
by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or
by any governmental agency against any collateral securing the loan. This includes a garnishment of
any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default
shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness
of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower gives Lender written notice of the
creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by
Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.




Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,
endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser,
surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a
death, Lender, at its option, may, but shall not be required to, permit the guarantor’s estate to
assume unconditionally the obligations arising under the guaranty in a manner satisfactory to
Lender, and, in doing so, cure any Event of Default.




Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender
believes the prospect of payment or performance of this Note is impaired.




Insecurity. Lender in good faith believes itself insecure.




Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not
been given a notice of a breach of the same provision of this Note within the preceding twelve (12)
months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of
such default: (1) cures the default within thirty (30) days; or (2) if the cure requires more than
thirty (30) days, immediately initiates steps which Lender deems in lender’s sole discretion to be
sufficient to cure the default and thereafter continues and completes all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably practical.


LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this
Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.



ATTORNEY’S FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits
under applicable law, Lender’s reasonable attorneys’ fees and Lender’s legal expenses, whether or
not there is a lawsuit, including reasonable attorney’s fees, expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums
provided by law.



GOVERNING
LAW. With respect to interest (as defined by federal law) this Note will be governed by
federal law applicable to Lender and, to




 









 






PROMISSORY NOTE




					
	Loan No: 8000845380
	 	(Continued)
	 	Page 2





the extent not preempted by federal law, the laws of the State of North Dakota without regard
to its conflicts of laws provisions. In all other respects, this Note will be governed by federal
law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of
Minnesota without regard to its conflicts of law provisions. The loan transaction that is evidenced
by this Note has been approved, made, and funded, and all necessary loan documents have been
accepted by Lender in the State of North Dakota.



DISHONORED ITEM FEE. Borrower will pay a free to Lender of $25.00 if Borrower makes a payment on
Borrower’s loan and the check or preauthorized charge with which Borrower pays is later dishonored.



RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in
all Borrower’s accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open
in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for
which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the indebtedness against any and all such
accounts.



COLLATERAL. Borrower acknowledges this Note is secured by Certificate of Deposit 8000845360 in the
amount of $970,000.00.



LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well
as directions for payment from Borrower’s accounts, may be requested orally or in writing by
Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests
be confirmed in writing. The following persons currently are authorized to request advances and
authorize payments under the line of credit until Lender receives from Borrower, at Lender’s
address shown above, written notice of revocation of their authority: Donald Sargeant, President of
Agassiz Energy LLC; Larry Altringer, Treasurer of Agassiz Energy LLC; and Wayne Wagner, Vice
President of Agassiz Energy LLC. Borrower agrees to be liable for all sums either: (A) advanced in
accordance with the instructions of an authorized person or (B) credited to any of Borrower’s
accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced
by endorsements on this Note or by Lender’s internal records, including daily computer print-outs.



CREDIT REPORTING NOTICE. We may report information about your account to credit bureaus. Late
payments, missed payments, or other defaults on your account may be reflected in your credit
report.



SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s
heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender
and its successors and assigns.



NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if
we report any inaccurate information about your account(s) to a consumer reporting agency. Your
written notice describing the specific inaccuracy(ies) should be sent to us at the following
address: American Federal Bank 215 North 5th Street, Fargo, ND 58108.



GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest
of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note
without losing them. In addition, Lender shall have all the rights and remedies provided in the
related documents or available at law, in equity, or otherwise. Except as may be prohibited by
applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised
singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of
any other remedy, and an election to make expenditures or to take action to perform an obligation
of Borrower shall not affect Lender’s right to declare a default and to exercise its rights and
remedies. Borrower  and any other person who signs, guarantees or endorses this Note, to the extent
allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in
the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this
Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of
time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender’s security interest in the collateral; and take any other action deemed necessary by
Lender without the consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Note are joint and several.



SECTION DISCLOSURE. Except for matters related to interest (as defined by federal law), and to the
extent not preempted by federal law, this loan is made under Minnesota Statutes, Section.



PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER
AGREES TO THE TERMS OF THE NOTE.



BORROWER ACKNOWLEDGES RECEIPT
OF A COMPLETED COPY OF THIS PROMISSORY NOTE.




BORROWER:




 




AGASSIZ ENERGY, LLC




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Donald Sargeant
 

	 	 	 	By:
	 	/s/ Larry Altringer
 

	 	 
	Donald Sargeant, President of Agassiz Energy, LLC	 	 	 	Larry Altringer, Treasurer of Agassiz Energy, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Wayne Wagner	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Wayne Wagner, Vice President of Agassiz Energy, LLC