Exhibit 4(a)


SIXTH AMENDMENT OF

CONSTRUCTION LOAN AGREEMENT


          THIS
SIXTH AMENDMENT OF CONSTRUCTION LOAN AGREEMENT (“Amendment”) is made this 30th
day of May, 2012 by and among ONE EARTH ENERGY, LLC, an Illinois limited
liability company (“BORROWER”), FIRST NATIONAL BANK OF OMAHA (“FNBO”), a
national banking association headquartered in Omaha, Nebraska as a BANK and as
administrative agent for the BANKS (in such capacity, the “ADMINISTRATIVE
AGENT”), as accounts bank (in such capacity, the “ACCOUNTS BANK”) and as
collateral agent for the BANKS (in such capacity, the “COLLATERAL AGENT”), and
the BANKS party to the AGREEMENT. This Amendment amends that certain
Construction Loan Agreement dated September 20, 2007 among the AGENT, BANKS and
BORROWER (“AGREEMENT”).


          WHEREAS,
pursuant to the AGREEMENT and the other LOAN DOCUMENTS, BANKS extended the
LOANS and other financial accommodations and extensions of credit described in
the AGREEMENT to BORROWER, all as more fully described in the AGREEMENT;


          WHEREAS,
pursuant to that certain First Amendment of Construction Loan Agreement dated
September 19, 2008, the LOAN TERMINATION DATE of the REVOLVING LOAN was
extended from September 19, 2008 to September 18, 2009, the Maintenance
Building Land, Tucker Land, Wellsite Lease and Scott Lease were added as
collateral for the LOANS and the MORTGAGE was amended accordingly, and the
AGREEMENT was otherwise amended as provided for therein;


          WHEREAS,
pursuant to that certain Second Amendment of Construction Loan Agreement dated
January 30, 2009, the allocation of the TERM LOANS was modified by the addition
of the FIXED RATE II TERM LOAN, provisions relating to the Ameren Agreement
were added and the AGREEMENT was otherwise amended as provided for therein;


          WHEREAS,
pursuant to that certain Third Amendment of Construction Loan Agreement dated
September 18, 2009, the LOAN TERMINATION DATE of the REVOLVING LOAN was
extended to September 17, 2010, the interest rate and non-usage fee applicable to
the REVOLVING LOAN was modified as provided for therein and the AGREEMENT was
otherwise amended as provided for therein;


          WHEREAS,
pursuant to that certain Fourth Amendment of Construction Loan Agreement dated
June 1, 2010, the LOAN TERMINATION DATE of the REVOLVING LOAN was extended to
May 31, 2011, the interest rate applicable to the LOANS was modified, the
restrictions on CAPITAL EXPENDITURES for BORROWER’S 2010 fiscal year was
modified, the amortization of the FIXED RATE LOAN was modified and the
AGREEMENT was otherwise amended as provided for therein;





          WHEREAS,
pursuant to that certain Fifth Amendment of Construction Loan Agreement dated
May 31, 2011, the LOAN TERMINATION DATE of the REVOLVING LOAN was extended to
May 30, 2012, the interest rate applicable to the REVOLVING LOAN was modified,
the COMMITMENTS of the BANKS in the REVOLVING LOAN were modified and the
AGREEMENT was otherwise amended as provided for therein;


          WHEREAS,
pursuant to that certain Assignment and Assumption Agreement dated May 16, 2012
(the “Midland Assignment”) between Deere Credit, Inc. and Midland States Bank
(“Midland”), Midland acquired all of Deere Credit, Inc.’s right, title and
interest in the Fixed Rate Loan, and Midland agreed to become a BANK under the
AGREEMENT;


          WHEREAS,
BORROWER has requested, and under the terms of this Amendment Banks have
agreed, to extend the LOAN TERMINATION DATE of the REVOLVING LOAN from May 30,
2012 to May 29, 2013, to modify the FIXED CHARGE COVERAGE RATIO, delete the NET
WORTH financial covenant, provide for the full repayment and termination of the
LONG TERM REVOLVING LOAN, to modify the application of the EXCESS CASH FLOW
payment required under the AGREEMENT and to otherwise amend the AGREEMENT as
provided for in this Amendment; and


          WHEREAS,
the parties hereto agree to amend the AGREEMENT as provided for in this
Amendment.


          NOW,
THEREFORE, in consideration of the amendments of the AGREEMENT set forth below,
the mutual covenants herein and other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the parties agree to
amend the AGREEMENT as follows:


          1.
Capitalized terms used herein shall have the meaning given to such terms in the
AGREEMENT as amended in this Amendment, unless specifically defined herein.


          2.
The definition of the term “LOAN TERMINATION DATE” in Section 1.28 of the
AGREEMENT is hereby amended by deleting the reference to May 30, 2012 as the
LOAN TERMINATION DATE applicable to the REVOLVING NOTES and inserting in lieu
thereof May 29, 2013. Anywhere else in the AGREEMENT which refers to May 30,
2012 as the LOAN TERMINATION DATE of the REVOLVING NOTES is hereby amended
consistent with the foregoing. To further evidence the extension of the LOAN
TERMINATION DATE of the REVOLVING NOTES, BORROWER shall execute and deliver to
each BANK with a REVOLVING LOAN COMMITMENT AMOUNT a FIFTH AMENDED AND RESTATED
REVOLVING PROMISSORY NOTE or, in the case of Farm Credit Services of America, a
REVOLVING PROMISSORY NOTE, and all references to the REVOLVING NOTES in the
AGREEMENT and the other LOAN DOCUMENTS are hereby amended to refer to such
FIFTH AMENDED AND RESTATED REVOLVING PROMISSORY NOTES or REVOLVING PROMISSORY
NOTE, as the case may be. 


- 2 -





          3.
Section 6.2.1 of the AGREEMENT is hereby amended by deleting the reference to
1.25:1.0 as the minimum FIXED CHARGE COVERAGE RATIO and inserting in lieu
thereof 1.10:1.0.


          4.
Section 6.2.2 of the AGREEMENT providing for the NET WORTH financial covenant
is hereby deleted in its entirety. 


          5.
Section 6.4.11 of the AGREEMENT is hereby amended by deleting the reference to
$1,000,000.00 as the maximum amount of BORROWER’S capital expenditures in any
fiscal year and inserting in lieu thereof $3,000,000.00. 


          6.
Section 6.2.3 of the AGREEMENT is hereby deleted in its entirety and the
following is inserted in lieu thereof:


	
  

 	
  

 
	
  

 	
 6.2.3 For
 each fiscal year following the CONSTRUCTION LOAN TERMINATION DATE, BORROWER
 shall determine and report to ADMINISTRATIVE AGENT, within 120 days after the
 end of each such fiscal year, the amount of its EXCESS CASH FLOW for such
 ended fiscal year. Within 120 days following the end of each such fiscal
 year, BORROWER will pay to ADMINISTRATIVE AGENT twenty percent (20%) of such
 EXCESS CASH FLOW calculated by BORROWER for such fiscal year; provided,
 however, that, the maximum amount of such EXCESS CASH FLOW payment for any
 fiscal year shall not exceed $6,000,000.00, and the maximum amount of such
 EXCESS CASH FLOW payment during the term of this AGREEMENT shall not exceed
 $18,000,000.00 in the aggregate. BORROWER’s payment of EXCESS CASH FLOW
 required in this Section shall be applied first to the outstanding principal
 balance of the VARIABLE RATE LOAN, and after the VARIABLE RATE LOAN is repaid
 in full, BORROWER shall no longer be required to pay to ADMINISTRATIVE AGENT
 EXCESS CASH FLOW. Such annual payments of EXCESS CASH FLOW shall not release
 BORROWER from making the monthly payment required above on the VARIABLE RATE
 LOAN or any other payment required under this AGREEMENT or any other LOAN
 DOCUMENT. No payment of EXCESS CASH FLOW during any period when an EVENT OF
 DEFAULT does not exist shall trigger or obligate BORROWER to pay to ADMINISTRATIVE
 AGENT any prepayment fees.

 



          7.
Pursuant to the Midland Assignment, Midland acquired all of Deere Credit,
Inc.’s right, title and interest in the Fixed Rate Loan. Midland agrees to
become a BANK under the AGREEMENT and represents and warrants to the
ADMINISTRATIVE AGENT that Midland has independently and without reliance on the
ADMINISTRATIVE AGENT, the COLLATERAL AGENT or any other BANK made its own
credit decision and analysis to assume Deere Credit, Inc.’s interest in the
Fixed Rate Loan and to enter into the Midland Assignment. From and after the
date of the Midland Assignment, Midland shall be bound by and comply with the
terms and provisions of the AGREEMENT and other LOAN
DOCUMENTS as a BANK thereunder and, to the extent of Midland’s interest in the
Fixed Rate Loan, shall have the obligations of a BANK thereunder. Midland has
received a copy of the AGREEMENT and


- 3 -





other LOAN DOCUMENTS and has received or
been accorded the opportunity to receive copies of the most recent financial
information delivered pursuant to the AGREEMENT and such other documents and
information as Midland deemed appropriate to make its own credit analysis and
decision to enter into the Midland Assignment and consummate the transactions
contemplated therein. Midland agrees that it will continue to independently and
without reliance on the ADMINISTRATIVE AGENT or any other BANK and based on
such documents and information as Midland deems necessary make its own credit
analysis and decisions under the AGREEMENT and the other LOAN DOCUMENTS.


          8.
In consideration for the modification of the financial covenants provided for
in this Amendment above, BORROWER agrees to repay in full the LONG TERM
REVOLVING LOAN and to terminate the LONG TERM REVOLVING LOAN. Contemporaneously
with the execution and delivery of this Amendment by BORROWER, BORROWER shall
repay in full the outstanding principal balance and accrued and unpaid interest
on the LONG TERM REVOLVING LOAN. From and after the date of this Amendment, the
LONG TERM REVOLVING LOAN is terminated and BORROWER shall have no ability to
borrow any sums or take any advances on the LONG TERM REVOLVING LOAN. 


          9.
CoBank has assigned its interest in the LOANS (other than the LONG TERM
REVOLVING LOAN which is being repaid and terminated as provided for in Section
6 above) to FNBO and is no longer a BANK. In addition, BMO Harris Bank, N.A.
(successor by merger to M&I MARSHALL & ISLEY BANK) has assigned its
interest in the LOANS (other than the FIXED RATE LOAN, REVOLVING LOAN and the
LONG TERM REVOLVING LOAN which is being repaid and terminated as provided for
in Section 6 above) to Farm Credit Services of America and has assigned its
interest in the FIXED RATE LOAN to 1st Farm Credit Services. As a
result of such assignments, BMO Harris Bank, N.A. is no longer a BANK. Farm
Credit Services of America has agreed to commit to $1,000,000.00 in the
REVOLVING LOAN. Deere Credit, Inc. has assigned its interest in the LOANS
(other than the FIXED RATE LOAN and the LONG TERM REVOLVING LOAN which is being
repaid and terminated as provided for in Section 6 above) to FNBO and has
assigned its interest in the FIXED RATE LOAN to Midland as described above. As
a result of such assignments, Deere Credit, Inc. is no longer a BANK. Exhibit H
to the AGREEMENT is hereby deleted in its entirety and the Exhibit H attached
to this Amendment is inserted in lieu thereof to reflect FNBO’s assumption of
CoBank’s interest in the LOANS (other than the LONG TERM REVOLVING LOAN),
FNBO’s assumption of Deere Credit, Inc.’s interest in the LOANS (other than the
FIXED RATE LOAN and the LONG TERM REVOLVING LOAN which is being repaid and
terminated as provided for in Section 6 above), Midland’s assumption of Deere
Credit, Inc.’s interest in the FIXED RATE LOAN and 1st Farm Credit
Services’ assumption of BMO Harris Bank, N.A.’s interest in the FIXED RATE LOAN
and Farm Credit Services of America’s assumption of BMO Harris Bank, N.A.’s
interest in the LOANS (other than the FIXED RATE LOAN, REVOLVING LOAN and the
LONG TERM REVOLVING LOAN which is being repaid and terminated as provided for
in Section 6 above).


          10.
This Amendment shall not be effective until the ADMINISTRATIVE AGENT shall have
received each of the following (each in form and substance acceptable to the
ADMINISTRATIVE AGENT) or the following conditions have been satisfied:


- 4 -









	
  

 	
  

 	
  

 
	
  

 	
 (a).

 	
 This
 Amendment, duly executed by BORROWER and each BANK.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b).

 	
 The FIFTH
 AMENDED AND RESTATED REVOLVING PROMISSORY NOTES and REVOLVING PROMISSORY NOTE
 referenced above, duly executed by BORROWER.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c).

 	
 A Secretary
 Certificate and appropriate resolutions from BORROWER authorizing the
 modifications and amendments provided for in this Amendment.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d).

 	
 Such other
 matters as the ADMINISTRATIVE AGENT may reasonably require.

 



          11.
Except as modified and amended herein, all other terms, provisions, conditions
and obligations imposed under the terms of the AGREEMENT and the other LOAN
DOCUMENTS shall remain in full force and effect and are hereby ratified and
affirmed by BORROWER. To the extent necessary, the other LOAN DOCUMENTS are
hereby amended to be consistent with the terms of this Amendment.


          12.
BORROWER certifies and reaffirms by its execution hereof that the representations
and warranties set forth in the AGREEMENT and the other LOAN DOCUMENTS are true
and complete as of this date, and that no EVENT OF DEFAULT under the AGREEMENT
or any other LOAN DOCUMENT, and no event which, with the giving of notices or
passage of time or both, would become such an EVENT OF DEFAULT, has occurred as
of execution hereof. This Amendment may be executed simultaneously in several
counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.


[SIGNATURE PAGES FOLLOW]


- 5 -





          IN WITNESS
WHEREOF, the parties have executed and delivered this Amendment on the date
first written above. 


	
  

 	
  

 	
  

 
	
  

 	
 ONE EARTH
 ENERGY, LLC

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Steven
 Kelly

 
	
  

 	
 Title:

 	
 President

 
	
  

 	
  

 
	
  

 	
 FIRST
 NATIONAL BANK OF OMAHA,

 in its capacity as a BANK,

 ADMINISTRATIVE AGENT,

 COLLATERAL AGENT and ACCOUNTS BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Fallon
 Savage

 
	
  

 	
 Title:

 	
 Vice
 President

 


- 6 -









	
  

 	
  

 	
  

 
	
  

 	
 1st
 FARM CREDIT SERVICES, as a BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Corey J.
 Waldinger

 
	
  

 	
  

 
	
  

 	
 Title:

 	
 Vice
 President, Capital Markets

 













	
  

 	
  

 	
  

 
	
  

 	
 TRANSAMERICA
 LIFE INSURANCE COMPANY, as a BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Stephen
 Noonan

 
	
  

 	
 Title:

 	
 Senior Vice
 President, Agribusiness Banking

 













	
  

 	
  

 	
  

 
	
  

 	
 MIDLAND
 STATES BANK, as a BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Joseph
 K. Bates

 
	
  

 	
  

 
	
  

 	
 Title:

 	
 Commercial
 Relationship Manager

 













	
  

 	
  

 	
  

 
	
  

 	
 CITIZENS
 FIRST NATIONAL BANK, as a BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Derek
 Fetzer

 
	
  

 	
  

 
	
  

 	
 Title:

 	
 Assistant
 Vice President,
 Agribusiness Banking

 













	
  

 	
  

 	
  

 
	
  

 	
 FARM CREDIT
 SERVICES OF AMERICA, as
 a BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Kathryn
 Frahm

 
	
  

 	
  

 
	
  

 	
 Title:

 	
 Vice
 President, Commercial Lender

 













	
  

 	
  

 	
  

 
	
  

 	
 QUAD CITY
 BANK AND TRUST, as a BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Rebecca
 Skafidas

 
	
  

 	
  

 
	
  

 	
 Title:

 	
 Vice
 President

 









EXHIBIT H


BANKS’ COMMITMENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BANK

 	
  

 	
 TERM LOANS

 COMMITMENT

 AMOUNT*

 	
  

 	
 REVOLVING

 LOAN

 COMMITMENT

 AMOUNT**

 	
  

 	
 TOTAL

 COMMITMENT,

 TERM LOANS

 AND REVOLVING

 LOANS

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1st Farm Credit Services

 	
  

 	
 $

 	
 12,266,209.00

 	
  

 	
  

 	
 N/A

 	
  

 	
 $

 	
 12,266,209.00

 	
  

 
	
 Transamerica Occidental Life Insurance
 Company

 	
  

 	
 $

 	
 7,004,331.00

 	
  

 	
  

 	
 N/A

 	
  

 	
 $

 	
 7,004,331.00

 	
  

 
	
 Citizens First National Bank

 	
  

 	
 $

 	
 7,399,255.00

 	
  

 	
 $

 	
 1,000,000.00

 	
  

 	
 $

 	
 8,399,255.00

 	
  

 
	
 Midland States Bank

 	
  

 	
 $

 	
 7,247,086.00

 	
  

 	
  

 	
 N/A

 	
  

 	
 $

 	
 7,247,086.00

 	
  

 
	
 Farm Credit Services of America

 	
  

 	
 $

 	
 7,237,568.00

 	
  

 	
 $

 	
 1,000,000.00

 	
  

 	
 $

 	
 8,237,568.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 First National Bank of Omaha

 	
  

 	
 $

 	
 19,337,503.00

 	
  

 	
 $

 	
 8,000,000.00

 	
  

 	
 $

 	
 27,337,503.00

 	
  

 
	
 Quad City Bank and Trust

 	
  

 	
 $

 	
 3,183,788.00

 	
  

 	
  

 	
 N/A

 	
  

 	
 $

 	
 3,183,788.00

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
 Totals

 	
  

 	
 $

 	
 63,675,740.00

 	
  

 	
 $

 	
 10,000,000.00

 	
  

 	
 $

 	
 73,675,740.00

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 



*The amounts
stated for each BANK reflects the principal balance outstanding on the TERM
LOANS on the date of this Amendment and the repayment and termination of the
LONG TERM REVOLVING LOAN. In addition, such amounts reflect FNBO’s assumption
of CoBank’s interest in the LOANS (other than the LONG TERM REVOLVING LOAN),
FNBO’s assumption of Deere Credit, Inc.’s interest in the Variable Rate Loan
and Fixed Rate II Loan, Midland’s assumption of Deere Credit, Inc.’s interest
in the Fixed Rate Loan. After such assumptions of Deere Credit, Inc.’s interest
in the Variable Rate Loan, Fixed Rate II Loan and Fixed Rate Loan and the
repayment and termination of the Long Term Revolving Loan, Deere Credit, Inc.
is no longer a BANK under the AGREEMENT.


**The amounts
reflect FNBO’s assumption of CoBank’s interest in the REVOLVING LOAN and Farm
Credit Service of America’s new $1,000,000.00 commitment in the REVOLVING LOAN
to replace BMO Harris Bank, N.A.’s $1,000,000.00 commitment in the REVOLVING
LOAN.