exv10w2



 





Exhibit 10.2



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$19,768,182.00
	Maturity Date: July 31, 2009

	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of FIRST NATIONAL BANK OF OMAHA (“BANK”) at its principal office in
Omaha, Nebraska or such other address as BANK or holder may designate from time to time, the
principal sum of Nineteen Million Seven Hundred Sixty-Eight Thousand and One Hundred Eighty-Two and
No/100 Dollars ($19,768,182.00), or the amount shown on BANK’s records to be outstanding, plus
interest (calculated on the basis of actual days elapsed in a 360-day year) accruing each day on
the unpaid principal balance at the annual interest rates defined below. Absent manifest error,
BANK’s records shall be conclusive evidence of the principal and accrued interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment, demand
for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this CONSTRUCTION NOTE.




 









 








[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company

 	 
	 	By:  	/s/ Steve Kelly
 	 
	 	 	Title: President 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$18,181,818.00
	Maturity Date: July 31, 2009
	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of DEERE CREDIT, INC. in care of FIRST NATIONAL BANK OF OMAHA at its
principal office in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the BANKS
under the AGREEMENT (as defined below), the principal sum of Eighteen Million One Hundred
Eighty-One Thousand Eight Hundred Eighteen and No/100 Dollars ($18,181,818.00), or the amount shown
on BANK’s records to be outstanding, plus interest (calculated on the basis of actual days elapsed
in a 360-day year) accruing each day on the unpaid principal balance at the annual interest rates
defined below. Absent manifest error, BANK’s records shall be conclusive evidence of the principal
and accrued interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent


 









 






allowed by law, hereby waives presentment, demand for payment, notice of dishonor, protest, and any
notice relating to the acceleration of the maturity of this CONSTRUCTION NOTE.




[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company

 	 
	 	By:  	/s/ Steve Kelly
 	 
	 	 	Title: President 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$8,000,000.00
	Maturity Date: July 31, 2009
	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of FARM CREDIT SERVICES OF AMERICA in care of FIRST NATIONAL BANK OF
OMAHA at its principal office in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT
for the BANKS under the AGREEMENT (as defined below), the principal sum of Eight Million and No/100
Dollars ($8,000,000.00), or the amount shown on BANK’s records to be outstanding, plus interest
(calculated on the basis of actual days elapsed in a 360-day year) accruing each day on the unpaid
principal balance at the annual interest rates defined below. Absent manifest error, BANK’s records
shall be conclusive evidence of the principal and accrued interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment, demand
for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this CONSTRUCTION NOTE.




 









 








[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company

 	 
	 	By:  	/s/ Steve Kelly
 	 
	 	 	Title: President 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$5,000,000.00
	Maturity Date: July 31, 2009
	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of QUAD CITY BANK AND TRUST in care of FIRST NATIONAL BANK OF OMAHA at
its principal office in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the
BANKS under the AGREEMENT (as defined below), the principal sum of Five Million and No/100 Dollars
($5,000,000.00), or the amount shown on BANK’s records to be outstanding, plus interest (calculated
on the basis of actual days elapsed in a 360-day year) accruing each day on the unpaid principal
balance at the annual interest rates defined below. Absent manifest error, BANK’s records shall be
conclusive evidence of the principal and accrued interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment, demand
for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this CONSTRUCTION NOTE.




 









 








[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company

 	 
	 	By:  	/s/ Steve Kelly
 	 
	 	 	Title: President 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$9,000,000.00
	Maturity Date: July 31, 2009
	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of CITIZENS FIRST NATIONAL BANK in care of FIRST NATIONAL BANK OF
OMAHA at its principal office in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT
for the BANKS under the AGREEMENT (as defined below), the principal sum of Nine Million and No/100
Dollars ($9,000,000.00), or the amount shown on BANK’s records to be outstanding, plus interest
(calculated on the basis of actual days elapsed in a 360-day year) accruing each day on the unpaid
principal balance at the annual interest rates defined below. Absent manifest error, BANK’s records
shall be conclusive evidence of the principal and accrued interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment, demand
for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this CONSTRUCTION NOTE.




 









 








[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company

 	 
	 	By:  	/s/ Steve Kelly
 	 
	 	 	Title: President 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$4,550,000.00
	Maturity Date: July 31, 2009
	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of COBANK in care of FIRST NATIONAL BANK OF OMAHA at its principal
office in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the BANKS under the
AGREEMENT (as defined below), the principal sum of Four Million Five Hundred Fifty Thousand and
No/100 Dollars ($4,550,000.00), or the amount shown on BANK’s records to be outstanding, plus
interest (calculated on the basis of actual days elapsed in a 360-day year) accruing each day on
the unpaid principal balance at the annual interest rates defined below. Absent manifest error,
BANK’s records shall be conclusive evidence of the principal and accrued interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment, demand
for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this CONSTRUCTION NOTE.




 









 








[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company

 	 
	 	By:  	/s/ Steve Kelly
 	 
	 	 	Title: President 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$3,000,000.00
	Maturity Date: July 31, 2009
	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of CAPITAL FARM CREDIT in care of FIRST NATIONAL BANK OF OMAHA at its
principal office in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the BANKS
under the AGREEMENT (as defined below), the principal sum of Three Million and No/100 Dollars
($3,000,000.00), or the amount shown on BANK’s records to be outstanding, plus interest (calculated
on the basis of actual days elapsed in a 360-day year) accruing each day on the unpaid principal
balance at the annual interest rates defined below. Absent manifest error, BANK’s records shall be
conclusive evidence of the principal and accrued interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment, demand
for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this CONSTRUCTION NOTE.




 









 








[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company

 	 
	 	By:  	/s/ Steve Kelly
 	 
	 	 	Title: President 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$5,000,000.00
	Maturity Date: July 31, 2009
	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of BUSEY BANK in care of FIRST NATIONAL BANK OF OMAHA at its principal
office in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the BANKS under the
AGREEMENT (as defined below), the principal sum of Five Million and No/100 Dollars ($5,000,000.00),
or the amount shown on BANK’s records to be outstanding, plus interest (calculated on the basis of
actual days elapsed in a 360-day year) accruing each day on the unpaid principal balance at the
annual interest rates defined below. Absent manifest error, BANK’s records shall be conclusive
evidence of the principal and accrued interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment, demand
for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this CONSTRUCTION NOTE.




 









 








[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company

 	 
	 	By:  	/s/ Steve Kelly
 	 
	 	 	Title: President 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$7,500,000.00
	Maturity Date: July 31, 2009
	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of 1st FARM CREDIT SERVICES in care of FIRST NATIONAL BANK
OF OMAHA at its principal office in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT
for the BANKS under the AGREEMENT (as defined below), the principal sum of Seven Million Five
Hundred Thousand and No/100 Dollars ($7,500,000.00), or the amount shown on BANK’s records to be
outstanding, plus interest (calculated on the basis of actual days elapsed in a 360-day year)
accruing each day on the unpaid principal balance at the annual interest rates defined below.
Absent manifest error, BANK’s records shall be conclusive evidence of the principal and accrued
interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment, demand
for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this CONSTRUCTION NOTE.




 









 








[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




     





	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois limited liability company	 
	 	 	 
	 	By:  	     /s/ Steve Kelly
 	 
	 	 	Title: President 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$11,000,000.00
	Maturity Date: July 31, 2009
	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY in care of FIRST
NATIONAL BANK OF OMAHA at its principal office in Omaha, Nebraska and in its capacity as the
ADMINISTRATIVE AGENT for the BANKS under the AGREEMENT (as defined below), the principal sum of
Eleven Million and No/100 Dollars ($11,000,000.00), or the amount shown on BANK’s records to be
outstanding, plus interest (calculated on the basis of actual days elapsed in a 360-day year)
accruing each day on the unpaid principal balance at the annual interest rates defined below.
Absent manifest error, BANK’s records shall be conclusive evidence of the principal and accrued
interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment, demand
for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this CONSTRUCTION NOTE.




 









 








[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company

 	 
	 	By:  	/s/ Steve Kelly
 	 
	 	 	Title: President 	 
	 	 	 	 



 









 






	 	 	 	 	 



CONSTRUCTION NOTE




	 	 	 
	Note Date: September 20, 2007

	 	$9,000,000.00
	Maturity Date: July 31, 2009
	 	 





FOR VALUE RECEIVED, ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”),
promises to pay to the order of FIRST INDIANA BANK in care of FIRST NATIONAL BANK OF OMAHA at its
principal office in Omaha, Nebraska and in its capacity as the ADMINISTRATIVE AGENT for the BANKS
under the AGREEMENT (as defined below), the principal sum of Nine Million and No/100 Dollars
($9,000,000.00), or the amount shown on BANK’s records to be outstanding, plus interest (calculated
on the basis of actual days elapsed in a 360-day year) accruing each day on the unpaid principal
balance at the annual interest rates defined below. Absent manifest error, BANK’s records shall be
conclusive evidence of the principal and accrued interest owing hereunder.



This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”)
between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise
defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding on the CONSTRUCTION LOAN shall
accrue, for the period through and including the CONSTRUCTION LOAN TERMINATION DATE, at a rate
equal to the three month LIBOR RATE plus three hundred ten (310) basis points from time to time
until maturity, and at a rate equal to the three 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, and will
adjust monthly as described in the LOAN AGREEMENT.



REPAYMENT TERMS. Until the CONSTRUCTION LOAN TERMINATION DATE applicable to this CONSTRUCTION
NOTE, interest only shall be payable quarterly, commencing December 8, 2007. On the CONSTRUCTION
LOAN TERMINATION DATE applicable to this CONSTRUCTION NOTE, all principal and accrued interest
shall be due and payable. The LOAN AGREEMENT describes the TERM NOTES that may be used by BORROWER
to pay this CONSTRUCTION NOTE.



PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.



ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or substitutions, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this CONSTRUCTION NOTE by reference. BORROWER agrees to pay all costs of
collection, including reasonable attorneys’ fees and legal expenses incurred by BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be governed by the
substantive laws of the State of Nebraska, exclusive of its choice of laws principles.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this CONSTRUCTION NOTE, to the extent allowed by law, hereby waives presentment, demand
for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this CONSTRUCTION NOTE.




 









 








[SIGNATURE PAGE FOLLOWS]



Executed as of the Note Date first above written.




	 	 	 	 	 
	 	ONE EARTH ENERGY, LLC, an Illinois

limited liability company

 	 
	 	By:  	/s/ Steve Kelly
 	 
	 	 	Title: President