exv10w3



 




Exhibit 10.3




REVOLVING PROMISSORY NOTE




	 	 	 	 	 
	Omaha, Nebraska

	 	$	5,731,818.00	 
	Note Date: September 20, 2007
	 	 	 	 
	Maturity Date: September 19, 2008
	 	 	 	 






     On or before September 19, 2008, ONE EARTH ENERGY, LLC (“BORROWER”), promises to pay to the
order of FIRST NATIONAL BANK OF OMAHA (“BANK”) at its headquarters in Omaha, Nebraska the principal
sum hereof, which shall be Five Million Seven Hundred Thirty-One Thousand Eight Hundred Eighteen
and no/100 Dollars ($5,731,818.00) or so much thereof as may have been advanced by BANK and shown
on the records of BANK to be outstanding under this REVOLVING PROMISSORY NOTE and the AGREEMENT (as
defined below). Interest on the principal balance from time to time outstanding will be payable at
a rate equal to the one month LIBOR RATE plus three hundred ten (310) basis points from time to
time until maturity as such rate will be adjusted as provided for in the AGREEMENT, and at a rate
equal to the one month LIBOR RATE plus nine hundred ten (910) basis points from time to time after
maturity, whether by acceleration or otherwise. Interest shall be calculated on the basis of a
360-day year, counting the actual number of days elapsed. Interest on the REVOLVING LOAN shall be
payable quarterly, in arrears.



     The interest rate applicable to this REVOLVING NOTE is subject to reduction after a date six
months subsequent to the CONSTRUCTION LOAN TERMINATION DATE, as provided for in Section 2.15 of the
AGREEMENT.



     This REVOLVING PROMISSORY NOTE is executed pursuant to that certain Construction Loan
Agreement dated September 20, 2007 between BANKS and BORROWER (the Construction Loan Agreement,
together with all amendments, modifications and supplements thereto and all restatements and
replacements thereof is called the (“AGREEMENT”). The AGREEMENT, and any amendments or
substitutions thereof or thereto, contains additional terms and conditions, including default and
acceleration provisions, which are incorporated into this REVOLVING PROMISSORY NOTE by reference.
All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the
AGREEMENT.



     The aggregate unpaid principal amount hereof plus interest shall become immediately due and
payable without demand or further action on the part of BANK upon the occurrence of an EVENT OF
DEFAULT as set forth under the AGREEMENT or any other LOAN DOCUMENT. If the maturity date of this
REVOLVING PROMISSORY NOTE is accelerated as a consequence of an EVENT OF DEFAULT, then BANK shall
have all the rights and remedies provided for in the AGREEMENT, the other LOAN DOCUMENTS or
otherwise available at law or in equity. The rights, powers, privileges, options and remedies of
BANK provided in the AGREEMENT, the other LOAN DOCUMENTS or otherwise available at law or in equity
shall be cumulative and concurrent, and may be pursued singly, successively or together at the sole
discretion of BANK, and may be exercised as often as occasion therefor shall occur.



 









 




No delay or discontinuance in the exercise of any right, power, privilege, option or remedy shall
be deemed a waiver of such right, power, privilege, option or remedy, nor shall the exercise of any
right, power, privilege, option or remedy be deemed an election of remedies or a waiver of any
other right, power, privilege, option or remedy. Without limiting the generality of the foregoing,
BANK’s waiver of an EVENT OF DEFAULT shall not constitute a waiver of acceleration in connection
with any future EVENT OF DEFAULT. BANK may rescind any acceleration of this REVOLVING PROMISSORY
NOTE without in any way waiving or affecting any acceleration of this REVOLVING PROMISSORY NOTE in
the future as a consequence of an EVENT OF DEFAULT. BANK’s acceptance of partial payment or
partial performance shall not in any way affect or rescind any acceleration of this REVOLVING
PROMISSORY NOTE made by BANK.




     Unless prohibited by law, BORROWER will pay on demand all reasonable costs of collection,
reasonable legal expenses and reasonable attorneys’ fees and costs incurred or paid by BANK in
collecting and/or enforcing this REVOLVING PROMISSORY NOTE. Furthermore, BANK reserves the right
to offset without notice all funds held by BANK against debts owing to BANK by BORROWER.



     All makers and endorsers hereby waive presentment, demand, protest and notice of dishonor,
consent to any number of extensions and renewals for any period without notice; and consent to any
substitution, exchange or release of collateral, and to the addition or releases of any other party
primarily or secondarily liable.



[SIGNATURE PAGE FOLLOWS]




 









 








     Executed as of the Note Date set forth above.



	 	 	 	 	 	 	 
	 	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steve Kelly
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	President	 	 
	 

	 	 	 	 	 	 





 









 






REVOLVING PROMISSORY NOTE




	 	 	 	 	 
	Omaha, Nebraska

	 	$	1,000,000.00	 
	Note Date: September 20, 2007
	 	 	 	 
	Maturity Date: September 19, 2008
	 	 	 	 






     On or before September 19, 2008, ONE EARTH ENERGY, LLC (“BORROWER”), promises to pay to the
order of FIRST INDIANA BANK (“BANK”) in care of FIRST NATIONAL BANK OF OMAHA (“BANK”) at its
headquarters in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the BANKS under
the AGREEMENT (as defined below), the principal sum hereof, which shall be One Million and no/100
Dollars ($1,000,000.00) or so much thereof as may have been advanced by BANK and shown on the
records of BANK to be outstanding under this REVOLVING PROMISSORY NOTE and the AGREEMENT (as
defined below). Interest on the principal balance from time to time outstanding will be payable at
a rate equal to the one month LIBOR RATE plus three hundred ten (310) basis points from time to
time until maturity as such rate will be adjusted as provided for in the AGREEMENT, and at a rate
equal to the one month LIBOR RATE plus nine hundred ten (910) basis points from time to time after
maturity, whether by acceleration or otherwise. Interest shall be calculated on the basis of a
360-day year, counting the actual number of days elapsed. Interest on the REVOLVING LOAN shall be
payable quarterly, in arrears.



     The interest rate applicable to this REVOLVING NOTE is subject to reduction after a date six
months subsequent to the CONSTRUCTION LOAN TERMINATION DATE, as provided for in Section 2.15 of the
AGREEMENT.



     This REVOLVING PROMISSORY NOTE is executed pursuant to that certain Construction Loan
Agreement dated September 20, 2007 between BANKS and BORROWER (the Construction Loan Agreement,
together with all amendments, modifications and supplements thereto and all restatements and
replacements thereof is called the (“AGREEMENT”). The AGREEMENT, and any amendments or
substitutions thereof or thereto, contains additional terms and conditions, including default and
acceleration provisions, which are incorporated into this REVOLVING PROMISSORY NOTE by reference.
All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the
AGREEMENT.



     The aggregate unpaid principal amount hereof plus interest shall become immediately due and
payable without demand or further action on the part of BANK upon the occurrence of an EVENT OF
DEFAULT as set forth under the AGREEMENT or any other LOAN DOCUMENT. If the maturity date of this
REVOLVING PROMISSORY NOTE is accelerated as a consequence of an EVENT OF DEFAULT, then BANK shall
have all the rights and remedies provided for in the AGREEMENT, the other LOAN DOCUMENTS or
otherwise available at law or in equity. The rights, powers, privileges, options and remedies of
BANK provided in the AGREEMENT, the



 









 







other LOAN DOCUMENTS or otherwise available at law or in equity shall be cumulative and concurrent,
and may be pursued singly, successively or together at the sole discretion of BANK, and may be
exercised as often as occasion therefor shall occur. No delay or discontinuance in the exercise of
any right, power, privilege, option or remedy shall be deemed a waiver of such right, power,
privilege, option or remedy, nor shall the exercise of any right, power, privilege, option or
remedy be deemed an election of remedies or a waiver of any other right, power, privilege, option
or remedy. Without limiting the generality of the foregoing, BANK’s waiver of an EVENT OF DEFAULT
shall not constitute a waiver of acceleration in connection with any future EVENT OF DEFAULT. BANK
may rescind any acceleration of this REVOLVING PROMISSORY NOTE without in any way waiving or
affecting any acceleration of this REVOLVING PROMISSORY NOTE in the future as a consequence of an
EVENT OF DEFAULT. BANK’s acceptance of partial payment or partial performance shall not in any way
affect or rescind any acceleration of this REVOLVING PROMISSORY NOTE made by BANK.



     Unless prohibited by law, BORROWER will pay on demand all reasonable costs of collection,
reasonable legal expenses and reasonable attorneys’ fees and costs incurred or paid by BANK in
collecting and/or enforcing this REVOLVING PROMISSORY NOTE. Furthermore, BANK reserves the right
to offset without notice all funds held by BANK against debts owing to BANK by BORROWER.



     All makers and endorsers hereby waive presentment, demand, protest and notice of dishonor,
consent to any number of extensions and renewals for any period without notice; and consent to any
substitution, exchange or release of collateral, and to the addition or releases of any other party
primarily or secondarily liable.



[SIGNATURE PAGE FOLLOWS]




 









 








     Executed as of the Note Date set forth above.



	 	 	 	 	 	 	 
	 	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steve Kelly	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	President	 	 
	 

	 	 	 	 	 	 





 









 






REVOLVING PROMISSORY NOTE




	 	 	 	 	 
	Omaha, Nebraska

	 	$	1,000,000.00	 
	Note Date: September 20, 2007
	 	 	 	 
	Maturity Date: September 19, 2008
	 	 	 	 






     On or before September 19, 2008, ONE EARTH ENERGY, LLC (“BORROWER”), promises to pay to the
order of CITIZENS FIRST NATIONAL BANK (“BANK”) in care of FIRST NATIONAL BANK OF OMAHA (“BANK”) at
its headquarters in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the BANKS
under the AGREEMENT (as defined below), the principal sum hereof, which shall be One Million and
no/100 Dollars ($1,000,000.00) or so much thereof as may have been advanced by BANK and shown on
the records of BANK to be outstanding under this REVOLVING PROMISSORY NOTE and the AGREEMENT (as
defined below). Interest on the principal balance from time to time outstanding will be payable at
a rate equal to the one month LIBOR RATE plus three hundred ten (310) basis points from time to
time until maturity as such rate will be adjusted as provided for in the AGREEMENT, and at a rate
equal to the one month LIBOR RATE plus nine hundred ten (910) basis points from time to time after
maturity, whether by acceleration or otherwise. Interest shall be calculated on the basis of a
360-day year, counting the actual number of days elapsed. Interest on the REVOLVING LOAN shall be
payable quarterly, in arrears.



     The interest rate applicable to this REVOLVING NOTE is subject to reduction after a date six
months subsequent to the CONSTRUCTION LOAN TERMINATION DATE, as provided for in Section 2.15 of the
AGREEMENT.



     This REVOLVING PROMISSORY NOTE is executed pursuant to that certain Construction Loan
Agreement dated September 20, 2007 between BANKS and BORROWER (the Construction Loan Agreement,
together with all amendments, modifications and supplements thereto and all restatements and
replacements thereof is called the (“AGREEMENT”). The AGREEMENT, and any amendments or
substitutions thereof or thereto, contains additional terms and conditions, including default and
acceleration provisions, which are incorporated into this REVOLVING PROMISSORY NOTE by reference.
All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the
AGREEMENT.



     The aggregate unpaid principal amount hereof plus interest shall become immediately due and
payable without demand or further action on the part of BANK upon the occurrence of an EVENT OF
DEFAULT as set forth under the AGREEMENT or any other LOAN DOCUMENT. If the maturity date of this
REVOLVING PROMISSORY NOTE is accelerated as a consequence of an EVENT OF DEFAULT, then BANK shall
have all the rights and remedies provided for in the AGREEMENT, the other LOAN DOCUMENTS or
otherwise available at law or in equity. The rights, powers, privileges, options and remedies of
BANK provided in the AGREEMENT, the other LOAN DOCUMENTS or otherwise available at law or in equity
shall be



 









 







cumulative and concurrent, and may be pursued singly, successively or together at the sole
discretion of BANK, and may be exercised as often as occasion therefor shall occur. No delay or
discontinuance in the exercise of any right, power, privilege, option or remedy shall be deemed a
waiver of such right, power, privilege, option or remedy, nor shall the exercise of any right,
power, privilege, option or remedy be deemed an election of remedies or a waiver of any other
right, power, privilege, option or remedy. Without limiting the generality of the foregoing,
BANK’s waiver of an EVENT OF DEFAULT shall not constitute a waiver of acceleration in connection
with any future EVENT OF DEFAULT. BANK may rescind any acceleration of this REVOLVING PROMISSORY
NOTE without in any way waiving or affecting any acceleration of this REVOLVING PROMISSORY NOTE in
the future as a consequence of an EVENT OF DEFAULT. BANK’s acceptance of partial payment or
partial performance shall not in any way affect or rescind any acceleration of this REVOLVING
PROMISSORY NOTE made by BANK.



     Unless prohibited by law, BORROWER will pay on demand all reasonable costs of collection,
reasonable legal expenses and reasonable attorneys’ fees and costs incurred or paid by BANK in
collecting and/or enforcing this REVOLVING PROMISSORY NOTE. Furthermore, BANK reserves the right
to offset without notice all funds held by BANK against debts owing to BANK by BORROWER.



     All makers and endorsers hereby waive presentment, demand, protest and notice of dishonor,
consent to any number of extensions and renewals for any period without notice; and consent to any
substitution, exchange or release of collateral, and to the addition or releases of any other party
primarily or secondarily liable.



[SIGNATURE PAGE FOLLOWS]




 









 








     Executed as of the Note Date set forth above.



	 	 	 	 	 	 	 
	 	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steve Kelly
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	President	 	 
	 

	 	 	 	 	 	 





 









 






REVOLVING PROMISSORY NOTE




	 	 	 	 	 
	Omaha, Nebraska

	 	$	1,818,182.00	 
	Note Date: September 20, 2007
	 	 	 	 
	Maturity Date: September 19, 2008
	 	 	 	 






     On or before September 19, 2008, ONE EARTH ENERGY, LLC (“BORROWER”), promises to pay to the
order of DEERE CREDIT, INC. (“BANK”) in care of FIRST NATIONAL BANK OF OMAHA (“BANK”) at its
headquarters in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the BANKS under
the AGREEMENT (as defined below), the principal sum hereof, which shall be One Million Eight
Hundred Eighteen Thousand One Hundred Eighty-Two and no/100 Dollars ($1,818,182.00) or so much
thereof as may have been advanced by BANK and shown on the records of BANK to be outstanding under
this REVOLVING PROMISSORY NOTE and the AGREEMENT (as defined below). Interest on the principal
balance from time to time outstanding will be payable at a rate equal to the one month LIBOR RATE
plus three hundred ten (310) basis points from time to time until maturity as such rate will be
adjusted as provided for in the AGREEMENT, and at a rate equal to the one month LIBOR RATE plus
nine hundred ten (910) basis points from time to time after maturity, whether by acceleration or
otherwise. Interest shall be calculated on the basis of a 360-day year, counting the actual number
of days elapsed. Interest on the REVOLVING LOAN shall be payable quarterly, in arrears.



     The interest rate applicable to this REVOLVING NOTE is subject to reduction after a date six
months subsequent to the CONSTRUCTION LOAN TERMINATION DATE, as provided for in Section 2.15 of the
AGREEMENT.



     This REVOLVING PROMISSORY NOTE is executed pursuant to that certain Construction Loan
Agreement dated September 20, 2007 between BANKS and BORROWER (the Construction Loan Agreement,
together with all amendments, modifications and supplements thereto and all restatements and
replacements thereof is called the (“AGREEMENT”). The AGREEMENT, and any amendments or
substitutions thereof or thereto, contains additional terms and conditions, including default and
acceleration provisions, which are incorporated into this REVOLVING PROMISSORY NOTE by reference.
All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the
AGREEMENT.



     The aggregate unpaid principal amount hereof plus interest shall become immediately due and
payable without demand or further action on the part of BANK upon the occurrence of an EVENT OF
DEFAULT as set forth under the AGREEMENT or any other LOAN DOCUMENT. If the maturity date of this
REVOLVING PROMISSORY NOTE is accelerated as a consequence of an EVENT OF DEFAULT, then BANK shall
have all the rights and remedies provided for in the AGREEMENT, the other LOAN DOCUMENTS or
otherwise available at law or in equity. The rights, powers, privileges, options and remedies of
BANK provided in the AGREEMENT, the other LOAN DOCUMENTS or otherwise available at law or in equity
shall be



 









 







cumulative and concurrent, and may be pursued singly, successively or together at the sole
discretion of BANK, and may be exercised as often as occasion therefor shall occur. No delay or
discontinuance in the exercise of any right, power, privilege, option or remedy shall be deemed a
waiver of such right, power, privilege, option or remedy, nor shall the exercise of any right,
power, privilege, option or remedy be deemed an election of remedies or a waiver of any other
right, power, privilege, option or remedy. Without limiting the generality of the foregoing,
BANK’s waiver of an EVENT OF DEFAULT shall not constitute a waiver of acceleration in connection
with any future EVENT OF DEFAULT. BANK may rescind any acceleration of this REVOLVING PROMISSORY
NOTE without in any way waiving or affecting any acceleration of this REVOLVING PROMISSORY NOTE in
the future as a consequence of an EVENT OF DEFAULT. BANK’s acceptance of partial payment or
partial performance shall not in any way affect or rescind any acceleration of this REVOLVING
PROMISSORY NOTE made by BANK.



     Unless prohibited by law, BORROWER will pay on demand all reasonable costs of collection,
reasonable legal expenses and reasonable attorneys’ fees and costs incurred or paid by BANK in
collecting and/or enforcing this REVOLVING PROMISSORY NOTE. Furthermore, BANK reserves the right
to offset without notice all funds held by BANK against debts owing to BANK by BORROWER.



     All makers and endorsers hereby waive presentment, demand, protest and notice of dishonor,
consent to any number of extensions and renewals for any period without notice; and consent to any
substitution, exchange or release of collateral, and to the addition or releases of any other party
primarily or secondarily liable.



[SIGNATURE PAGE FOLLOWS]




 









 








     Executed as of the Note Date set forth above.



	 	 	 	 	 	 	 
	 	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steve Kelly
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	President	 	 
	 

	 	 	 	 	 	 





 









 






REVOLVING PROMISSORY NOTE




	 	 	 	 	 
	Omaha, Nebraska

	 	$	450,000.00	 
	Note Date: September 20, 2007
	 	 	 	 
	Maturity Date: September 19, 2008
	 	 	 	 






     On or before September 19, 2008, ONE EARTH ENERGY, LLC (“BORROWER”), promises to pay to the
order of COBANK (“BANK”) in care of FIRST NATIONAL BANK OF OMAHA (“BANK”) at its headquarters in
Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the BANKS under the AGREEMENT
(as defined below), the principal sum hereof, which shall be Four Hundred Fifty Thousand and no/100
Dollars ($450,000.00) or so much thereof as may have been advanced by BANK and shown on the records
of BANK to be outstanding under this REVOLVING PROMISSORY NOTE and the AGREEMENT (as defined
below). Interest on the principal balance from time to time outstanding will be payable at a rate
equal to the one month LIBOR RATE plus three hundred ten (310) basis points from time to time until
maturity as such rate will be adjusted as provided for in the AGREEMENT, and at a rate equal to the
one month LIBOR RATE plus nine hundred ten (910) basis points from time to time after maturity,
whether by acceleration or otherwise. Interest shall be calculated on the basis of a 360-day year,
counting the actual number of days elapsed. Interest on the REVOLVING LOAN shall be payable
quarterly, in arrears.



     The interest rate applicable to this REVOLVING NOTE is subject to reduction after a date six
months subsequent to the CONSTRUCTION LOAN TERMINATION DATE, as provided for in Section 2.15 of the
AGREEMENT.



     This REVOLVING PROMISSORY NOTE is executed pursuant to that certain Construction Loan
Agreement dated September 20, 2007 between BANKS and BORROWER (the Construction Loan Agreement,
together with all amendments, modifications and supplements thereto and all restatements and
replacements thereof is called the (“AGREEMENT”). The AGREEMENT, and any amendments or
substitutions thereof or thereto, contains additional terms and conditions, including default and
acceleration provisions, which are incorporated into this REVOLVING PROMISSORY NOTE by reference.
All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the
AGREEMENT.



     The aggregate unpaid principal amount hereof plus interest shall become immediately due and
payable without demand or further action on the part of BANK upon the occurrence of an EVENT OF
DEFAULT as set forth under the AGREEMENT or any other LOAN DOCUMENT. If the maturity date of this
REVOLVING PROMISSORY NOTE is accelerated as a consequence of an EVENT OF DEFAULT, then BANK shall
have all the rights and remedies provided for in the AGREEMENT, the other LOAN DOCUMENTS or
otherwise available at law or in equity. The rights, powers, privileges, options and remedies of
BANK provided in the AGREEMENT, the other LOAN DOCUMENTS or otherwise available at law or in equity
shall be cumulative and concurrent, and may be pursued singly, successively or together at the



 









 







sole discretion of BANK, and may be exercised as often as occasion therefor shall occur. No delay
or discontinuance in the exercise of any right, power, privilege, option or remedy shall be deemed
a waiver of such right, power, privilege, option or remedy, nor shall the exercise of any right,
power, privilege, option or remedy be deemed an election of remedies or a waiver of any other
right, power, privilege, option or remedy. Without limiting the generality of the foregoing,
BANK’s waiver of an EVENT OF DEFAULT shall not constitute a waiver of acceleration in connection
with any future EVENT OF DEFAULT. BANK may rescind any acceleration of this REVOLVING PROMISSORY
NOTE without in any way waiving or affecting any acceleration of this REVOLVING PROMISSORY NOTE in
the future as a consequence of an EVENT OF DEFAULT. BANK’s acceptance of partial payment or
partial performance shall not in any way affect or rescind any acceleration of this REVOLVING
PROMISSORY NOTE made by BANK.



     Unless prohibited by law, BORROWER will pay on demand all reasonable costs of collection,
reasonable legal expenses and reasonable attorneys’ fees and costs incurred or paid by BANK in
collecting and/or enforcing this REVOLVING PROMISSORY NOTE. Furthermore, BANK reserves the right
to offset without notice all funds held by BANK against debts owing to BANK by BORROWER.



     All makers and endorsers hereby waive presentment, demand, protest and notice of dishonor,
consent to any number of extensions and renewals for any period without notice; and consent to any
substitution, exchange or release of collateral, and to the addition or releases of any other party
primarily or secondarily liable.



[SIGNATURE PAGE FOLLOWS]




 









 








     Executed as of the Note Date set forth above.



	 	 	 	 	 	 	 
	 	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steve Kelly	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	President