Exhibit 10
ADVANCED BIOENERGY,
LLC
PROMISSORY NOTE
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$2,500,000
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October 5, 2007
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FOR VALUE
RECEIVED, the undersigned, Advanced BioEnergy, LLC, a Delaware
limited liability company (“Borrower”), hereby promises
to pay to the order of ICM, Inc., a Kansas corporation
(“Creditor”), the principal sum of Two Million Five
Hundred Thousand and No/100 Dollars ($2,500,000.00). Interest shall
accrue on the unpaid principal balance hereof from the date such
sum is advanced by Creditor until due at the rate of 12% per annum
(computed on the basis of a 360-day year, 30-day month).
1.
Payment . This Note, including principal and all accrued and
unpaid interest, shall be due and payable in full on the earlier
of: (i) October 12, 2007 if the financing contemplated by the
West LB Credit Agreement has not closed and initially funded, as
more fully provided in that certain Certificate dated October 5,
2007 (“Certificate”) executed by Advanced Bioenergy,
LLC in connection with this Note; (ii) October 5, 2008, and
(iii) the “Conversion Date” under the West LB Credit
Agreement. All payments on this Note shall be applied first to
accrued interest, and the remainder shall be applied to principal.
Payment on this Note shall be made to Creditor at such place and in
such manner as specified by Creditor to Borrower in writing at
least two days before payment is due.
2.
Default .
(a)
Each of the following shall constitute an Event of Default
hereunder:
(i)
Borrower shall default in the payment of the principal of or
interest on this Note when due;
(ii)
A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief
in respect of Borrower in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect, or for the appointment of a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or other similar official) of
Borrower or for any substantial part of its property, or for the
winding-up or liquidation of Borrower’s affairs, and such
proceeding shall remain undismissed or unstayed and in effect for a
period of 60 consecutive days or such court shall enter a decree or
order granting the relief sought in such proceeding which is not
stayed; or
(iii)
Borrower shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the
appointment of or taking possession by a r
