Exhibit 4(L)


THIRD AMENDMENT OF

CONSTRUCTION LOAN AGREEMENT


          THIS
THIRD AMENDMENT OF CONSTRUCTION LOAN AGREEMENT (“Amendment”) is made this 18th
day of September, 2009 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 ___, 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,
BORROWER has requested, and under the terms of this Amendment Banks have
agreed, to extend the LOAN TERMINATION DATE of the REVOLVING LOAN from
September 18, 2009 to September 17, 2010, to modify the interest rate and non-usage
fee applicable to the REVOLVING LOAN, 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 September 18th, 2009
as the LOAN TERMINATION DATE applicable to the REVOLVING NOTES and inserting in
lieu thereof September 17, 2010. Anywhere else in the AGREEMENT which refers to
September 18, 2009 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 and modification of the
interest rate applicable thereto provided for below, BORROWER shall execute and
deliver to each BANK with a REVOLVING LOAN COMMITMENT AMOUNT a SECOND AMENDED
AND RESTATED 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 SECOND AMENDED AND RESTATED REVOLVING PROMISSORY NOTES. 


          3.
Section 2.10 of the AGREEMENT is hereby deleted in its entirety and the
following is inserted in lieu thereof:


	
  

 	
  

 
	
  

 	
 2.10 INTEREST
 ON THE REVOLVING NOTES. Prior to maturity and subject to the incentive
 pricing provisions contained in Section 2.15 of this AGREEMENT, the REVOLVING
 NOTES shall bear interest at a rate per annum equal to 3.100% plus the
 greater of (i) the three month LIBOR RATE or (ii) two percent (2%). The
 interest rate on the REVOLVING NOTES shall initially be set two (2)
 EURODOLLAR BUSINESS DAYS prior to the date of the REVOLVING NOTES, and shall
 adjust on the 8th day of each third month thereafter to the rate calculated
 above. After the applicable LOAN TERMINATION DATE, whether by acceleration or
 otherwise, interest shall accrue on the REVOLVING NOTES at a rate equal to
 the rate calculated above plus six percent (6%).

 



          4.
The definition of the term “INTEREST PERIOD” in Section 1.25 of the AGREEMENT
is hereby deleted in its entirety and the following is inserted in lieu
thereof: 


	
  

 	
  

 	
  

 
	
  

 	
 1.25
 “INTEREST PERIOD” means for the FIXED RATE NOTES, VARIABLE RATE NOTES,
 CONSTRUCTION NOTES, REVOLVING NOTES and LONG TERM REVOLVING NOTES a period of
 three (3) months; provided that:

 
	
  

 	
  

 
	
  

 	
  

 	
 1.25.1
 subject to clause 1.25.2 below, any INTEREST PERIOD which would otherwise end
 on a day which is not a EURODOLLAR BUSINESS DAY shall be extended to the next
 succeeding EURODOLLAR BUSINESS DAY; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.25.2 no
 INTEREST PERIOD shall extend beyond the LOAN TERMINATION DATE applicable to
 such NOTE.

 


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          5.
The definition of the term “LIBOR RATE” in Section 1.26 of the AGREEMENT is
hereby deleted in its entirety and the following is inserted in lieu thereof:


	
  

 	
  

 
	
  

 	
 “LIBOR Rate”
 means, for each INTEREST PERIOD, the London Interbank Offered Rate for U.S.
 Dollar Deposits for such INTEREST PERIODS as quoted by the ADMINISTRATIVE
 AGENT from the Bloomberg Finance, L.P. rate sheets, or any successor thereto,
 which shall be that rate in effect on the first EURODOLLAR BUSINESS DAY of
 each calendar month, adjusted for any reserve requirement and any subsequent
 costs arising from a change in government regulation, such rate to be reset
 at the beginning of each succeeding INTEREST PERIOD. The ADMINISTRATIVE AGENT
 will tell BORROWER the current LIBOR Rate upon BORROWER’s request. 

 



          6.
The first sentence of the second paragraph of Section 2.13 of the AGREEMENT is
hereby amended by deleting the reference to 35 basis points as the non-usage
fee and inserting in lieu thereof 50 basis points.


          7.
Effective on the date of this Amendment, FNBO’s obligation to issue new letters
of credit for the account of BORROWER is terminated and Section 2.11 of the
AGREEMENT is hereby deleted in its entirety; provided, however, that subject to
FNBO’s credit review and approval, FNBO may renew any letter of credit issued
and outstanding on the date of this Amendment.


          8.
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:


	
  

 	
  

 	
  

 
	
  

 	
 (a).

 	
 This
 Amendment, duly executed by BORROWER and each BANK.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b).

 	
 The SECOND
 AMENDED AND RESTATED REVOLVING PROMISSORY NOTES, duly executed by BORROWER.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c).

 	
 Such other
 matters as the ADMINISTRATIVE AGENT may reasonably require.

 



          9.
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.


          10.
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


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counterparts,
each of which shall be deemed an original but which together shall constitute
one and the same instrument.


[SIGNATURE PAGES FOLLOW]


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


	
  

 	
  

 	
  

 
	
  

 	
 ONE EARTH
 ENERGY, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 FIRST
 NATIONAL BANK OF OMAHA, in its capacity as a BANK, ADMINISTRATIVE AGENT,
 COLLATERAL AGENT and ACCOUNTS BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 


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 1st
 FARM CREDIT SERVICES, as a BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 













	
  

 	
  

 	
  

 
	
  

 	
 TRANSAMERICA
 LIFE INSURANCE COMPANY, as a BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 













	
  

 	
  

 	
  

 
	
  

 	
 BUSEY BANK,
 as a BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 













	
  

 	
  

 	
  

 
	
  

 	
 CAPITAL FARM
 CREDIT, as a BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 













	
  

 	
  

 	
  

 
	
  

 	
 CITIZENS
 FIRST NATIONAL BANK, as a BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 













	
  

 	
  

 	
  

 
	
  

 	
 COBANK, as a
 BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 













	
  

 	
  

 	
  

 
	
  

 	
 DEERE
 CREDIT, INC., as a BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 



 













	
  

 	
  

 	
  

 
	
  

 	
 FARM CREDIT
 SERVICES OF AMERICA, as a BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 













	
  

 	
  

 	
  

 
	
  

 	
 M & I
 MARSHALL & ISLEY BANK, as a BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 













	
  

 	
  

 	
  

 
	
  

 	
 QUAD CITY
 BANK AND TRUST, as a BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Title: