Exhibit 4(k)


SECOND AMENDMENT OF

CONSTRUCTION LOAN AGREEMENT


          THIS
SECOND AMENDMENT OF CONSTRUCTION LOAN AGREEMENT (“Amendment”) is made this ____
day of January, 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,
BORROWER has entered in an additional SWAP CONTRACT in the notional amount of
$25,000,000.00, and BORROWER and BANKS desire to amend the allocation of the
TERM LOANS and add the FIXED RATE II TERM LOAN as provided for in this
Amendment to reflect such additional SWAP CONTRACT;


          WHEREAS,
BORROWER has entered into that certain Agreement for Assignment of an Undivided
Interest in Real Property and its Appurtenances dated December 9, 2008 (the
“Ameren Agreement”) with Ameren Energy Generating Company (“Ameren”) for the
use of a portion of the capacity of Ameren’s natural gas pipeline to transport
and supply natural gas to the PROJECT;


          WHEREAS,
the BANKS require as a condition of this Amendment that BORROWER collaterally
assign the Ameren Agreement to the COLLATERAL AGENT;


          WHEREAS,
the BANKS further require that BORROWER plan and provide for a contingency to
the Ameren Agreement to access sufficient supplies of natural gas to operate
the PROJECT to its highest capacity should the Ameren Agreement terminate or
not be extended beyond its stated term; 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, unless specifically defined herein.


          2.
The definition of the term “LOANS” in the Recital to the AGREEMENT is hereby
amended by including the TERM LOANS (as such term is defined below in this
Amendment) within the definition of LOANS. 


          3.
The definition of the term “LOAN DOCUMENTS” in Section 1.27 of the AGREEMENT is
hereby amended to include the FIXED RATE II TERM NOTES.


          4.
The definition of the term “LOAN TERMINATION DATE” in Section 1.28 of the
AGREEMENT is hereby amended by inserting “ the FIXED RATE II NOTES,” after “the
“FIXED RATE NOTES”. 


          5.
The definition of the term “TERM NOTES” in Section 1.47 of the AGREEMENT is
hereby amended by inserting “ the FIXED RATE II NOTES,” after “the FIXED RATE
NOTES”. 


          6. Section 2.5 of the AGREEMENT is hereby
deleted in its entirety and the following is inserted in lieu thereof:


	
  

 	
  

 
	
  

 	
 2.5 TERM
 LOANS. The existing balance on the CONSTRUCTION LOAN, including any
 advance made to increase WORKING CAPITAL, as of CONSTRUCTION LOAN TERMINATION
 DATE will be restated and said balance will be paid by the TERM NOTES
 substantially in the forms attached hereto as Exhibits B-1, B-2, C, and D,
 respectively, and are by this reference made a part hereof. The TERM NOTES
 evidence the “TERM LOANS”. The TERM LOANS will consist of a FIXED RATE LOAN
 in the principal amount of $50,000,000.00 evidenced by the FIXED RATE NOTES,
 the FIXED RATE II LOAN in the principal amount of $25,000,000.00 evidenced by
 the FIXED RATE II NOTES, a VARIABLE RATE LOAN in the principal amount of
 $15,000,000.00 evidenced by the VARIABLE RATE NOTES and the LONG TERM
 REVOLVING LOAN in the principal amount of $10,000,000.00 evidenced by the
 LONG TERM REVOLVING NOTES. The TERM NOTES will be amortized on a ten (10) year
 basis and repaid as follows:

 
	
  

 	
  

 
	
  

 	
 On the
 eighth (8th) day of every third (3rd) month, commencing three (3)
 months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER will pay to
 ADMINISTRATIVE AGENT on the FIXED RATE NOTES, for the account of BANKS

 


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 in
 accordance with their respective COMMITMENTS in the FIXED RATE LOAN, the
 scheduled principal payment shown in Schedule I, attached to this AGREEMENT
 and by this reference made a part hereof, plus accrued interest on the FIXED
 RATE NOTES.

 
	
  

 	
  

 
	
  

 	
 On the
 eighth (8th) day of every third (3rd) month, commencing three (3)
 months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER will pay to
 ADMINISTRATIVE AGENT on the FIXED RATE II NOTES, for the account of BANKS in
 accordance with their respective COMMITMENTS in the FIXED RATE II LOAN, the
 scheduled principal payment shown in Schedule II, attached to this AGREEMENT
 and by this reference made a part hereof, plus accrued interest on the FIXED
 RATE II NOTES.

 
	
  

 	
  

 
	
  

 	
 In addition,
 on the eighth (8th) day of every third (3rd) month, commencing
 three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER will
 pay $870,773.16 to ADMINISTRATIVE AGENT, for the account of BANKS in
 accordance with their respective COMMITMENT in the VARIABLE RATE LOAN and
 LONG TERM REVOLVING LOAN, as follows:

 






	
  

 	
  

 
	
  

 	
 (a). first
 to accrued interest on the LONG TERM REVOLVING NOTES;

 
	
  

 	
  

 
	
  

 	
 (b). next to
 accrued interest on the VARIABLE RATE NOTES; and

 
	
  

 	
  

 
	
  

 	
 (c). next to
 principal on the VARIABLE RATE NOTES.

 






	
  

 	
  

 
	
  

 	
 After the
 VARIABLE RATE NOTES have been fully paid, such quarterly payments shall be
 allocated first to accrued interest on the LONG TERM REVOLVING NOTES, and
 then to principal outstanding on the LONG TERM REVOLVING NOTES; provided,
 however, that, if there is no outstanding interest or principal on the LONG
 TERM REVOLVING NOTES, or the MAXIMUM AVAILABILITY on the LONG TERM REVOLVING
 NOTES has been reduced to zero dollars ($0), then such quarterly payment
 shall no longer be required.

 
	
  

 	
  

 
	
  

 	
           In
 addition, on each REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE,
 BORROWER shall pay and apply to the then outstanding principal balance of the
 LONG TERM REVOLVING NOTES, if any, the amount necessary to reduce the
 outstanding principal balance of the LONG TERM REVOLVING NOTES so that they
 are within the MAXIMUM AVAILABILITY applicable on each such REDUCTION DATE
 and EXCESS CASH FLOW REDUCTION DATE.

 
	
  

 	
  

 
	
  

 	
           All
 unpaid principal and accrued interest under the TERM LOANS shall be due and
 payable on the LOAN TERMINATION DATE applicable thereto, if not sooner paid.

 



          7.
The Schedule II attached to this Amendment is hereby attached to and made a
part of the AGREEMENT.


- 3 -





          8.
Section 2.6 of the AGREEMENT is hereby amended by adding new subsection (d) as follows:


	
  

 	
  

 
	
  

 	
 (d). FIXED
 RATE II NOTES. Interest on the principal balance outstanding on the FIXED
 RATE II NOTES shall accrue at a rate equal to the three month LIBOR RATE plus
 300 hundred basis points, as more particularly set forth in the FIXED RATE II
 NOTES. The interest rate on the FIXED RATE II NOTES shall initially be set
 two (2) EURODOLLAR BUSINESS DAYS prior to the date of the FIXED RATE NOTES,
 and shall adjust on the 8th day of every third month thereafter. After the
 applicable LOAN TERMINATION DATE, whether by acceleration or otherwise,
 interest shall accrue on the FIXED RATE II NOTES at a rate equal to the three
 month LIBOR RATE plus nine hundred (900) basis points.

 



          9.
Section 2.11 of the AGREEMENT is hereby deleted in its entirety and the
following is inserted in lieu thereof:


	
  

 	
  

 
	
  

 	
 2.11 LETTERS
 OF CREDIT. FNBO will issue its letters of credit at BORROWER’s request,
 on BORROWER’s account, pursuant to FNBO’s customary policies and with its
 standardized documents, in amounts outstanding at no time exceeding
 $1,000,000 in the aggregate; provided, however, that at any time FNBO’s
 exposure on SWAP CONTRACTS exceeds $6,750,000.00 as determined by FNBO in its
 sole discretion, the remaining portion of $1,000,000.00 available to BORROWER
 for letters of credit will decrease dollar for dollar by the amount of such
 SWAP CONTRACT exposure in excess of $6,750,000.00. 

 



          10.
The last paragraph of Section 2.12 of the AGREEMENT is hereby amended by
inserting “, FIXED RATE II NOTES” after “FIXED RATE NOTES”.


          11.
The last sentence of the last paragraph of Section 2.13 of the AGREEMENT is
amended by deleting the reference to “two percent (2%)” as the Letter of Credit
fee and inserting in lieu thereof “one percent (1%)”.


          12.
Exhibit B, the form of FIXED RATE NOTE, is hereby re-named Exhibit B-1. New
Exhibit B-2, the form of FIXED RATE II NOTE is hereby inserted into the
AGREEMENT after Exhibit B-1.


          13.
BORROWER acknowledges that the Ameren Agreement expires on January 31, 2019 and
that BORROWER has no automatic right or option under the Ameren Agreement to
extend its term. On or before January 31, 2016, BORROWER agrees to use its best
efforts to execute with Ameren an amendment or modification of the Ameren
Agreement extending the term of the Ameren Agreement to no earlier than January
31, 2020 under terms acceptable to the ADMINISTRATIVE AGENT. In addition, on or
before January 31, 2017, BORROWER agrees to take the following steps to ensure
that the PROJECT will have access to sufficient quantities of natural gas to
operate at the PROJECT’s highest capacity after the expiration or termination
of the Ameren Agreement:


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 (a).
 BORROWER will prepare, execute and record all easements necessary to
 construct, install, operate, maintain and repair a natural gas pipeline
 parallel to the Ameren pipeline of which Buyer’s Property (as defined in the
 Ameren Agreement) is a part from the PROJECT site to the interstate natural
 gas pipeline system owned and operated by Natural Gas Pipeline Company of
 America, the current source of natural gas to the PROJECT. To the extent
 Ameren may legally and validly assign to BORROWER rights to use Ameren’s
 easements for such area, then BORROWER will enter into assignments with
 Ameren for the right to use and enjoy the benefit of such existing easements.
 The foregoing easements and/or assignments will be in form and substance
 acceptable to the ADMINISTRATIVE AGENT. In the alternative, BORROWER may
 contract with a natural gas supplier other than Natural Gas Pipeline Company
 of America for the supply of natural gas to the PROJECT in sufficient
 quantities of natural gas to operate at the PROJECT’s highest capacity. In
 such event, BORROWER will prepare, execute and record all easements necessary
 to construct, install, operate, maintain and repair a natural gas pipeline
 from the PROJECT site to such other source of natural gas to the PROJECT.
 BORROWER will collaterally assign to the COLLATERAL AGENT all contracts
 relating to pipelines and the supplying of natural gas to the PROJECT,
 including but not limited to contracts with Ameren and Natural Gas Pipeline
 Company of America, along with all consents required or deemed necessary by
 the COLLATERAL AGENT.

 
	
  

 	
  

 
	
  

 	
 (b). On or
 before January 31, 2017, BORROWER will open, deposit and maintain with the
 ADMINISTRATIVE AGENT a reserve deposit account (the “Natural Gas Reserve
 Account”) in an amount not less than the cost to acquire necessary easements
 and construct and install the natural gas pipeline referenced in Subsection
 (a) above in accordance with plans approved by the ADMINISTRATIVE AGENT. The
 Natural Gas Reserve Account will be titled in BORROWER’s name and will be
 designated as the Natural Gas Reserve Account; however, the ADMINISTRATIVE
 AGENT will have exclusive dominion and control over such Natural Gas Reserve
 Account without further consent of BORROWER. BORROWER will use the proceeds
 of the Natural Gas Reserve Account to fund the cost of acquiring necessary
 easements in connection with and constructing and installing the natural gas
 pipeline referenced in Subsection (a) above. On or before January 31, 2017,
 BORROWER will provide to the ADMINISTRATIVE AGENT for the ADMINISTRATIVE
 AGENT’s approval, plans and a budget for the construction of such natural gas
 pipeline and all costs incident thereto. The ADMINISTRATIVE AGENT reserves
 the right to hire a third party engineer or consultant at BORROWER’s expense
 to review BORROWER’s plans and specifications for such natural gas pipeline
 and to conduct periodic inspections of the construction at BORROWER’s expense
 as determined necessary by the ADMINISTRATIVE AGENT. The proceeds of the
 Natural Gas Reserve Account will be disbursed by the ADMINISTRATIVE AGENT to
 the BORROWER to pay such construction costs in accordance with plans and a
 budget approved by the ADMINISTRATIVE AGENT. The Natural Gas Reserve Account
 will be disbursed in accordance with the ADMINISTRATIVE AGENT’s requirements
 and procedures for disbursements and advances of funds on construction loans.
 BORROWER will not otherwise have the power or authority to close or withdraw
 funds from or write checks on

 


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 the Natural
 Gas Reserve Account or otherwise transfer or authorize the transfer of any
 funds on deposit in the Natural Gas Reserve Account in any manner, including,
 without limitation, the power to initiate wire transfers, ACH transfers or
 otherwise make withdrawals in any manner on the Natural Gas Reserve Account
 and the funds contained therein. BORROWER hereby grants to the COLLATERAL
 AGENT a security interest in the Natural Gas Reserve Account. In the event
 the Ameren Agreement is extended for the time period provided for above and
 in a manner and under terms acceptable to the ADMINISTRATIVE AGENT, then the
 Natural Gas Reserve Account will thereafter no longer be required and any
 balance therein will be disbursed to BORROWER.

 



BORROWER’s
failure to timely comply with the provisions of this Section 13 will constitute
an EVENT OF DEFAULT under the AGREEMENT.


          14.
This Amendment shall not be effective until BANK shall have received each of
the following (each in form and substance acceptable to BANK) or the following
conditions have been satisfied:


          (a).
This Amendment, duly executed by BORROWER.


          (b).
A collateral assignment of the Ameren Agreement, in form and substance
acceptable to the ADMINISTRATIVE AGENT.


          (c).
Such other matters as AGENT may reasonably require.


          15.
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.


          16.
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 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. 


          17.
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.


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[SIGNATURE PAGES FOLLOW]


- 7 -





          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 & IISLEY BANK, as a BANK

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 QUAD CITY
 BANK AND TRUST, as a BANK

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 









SCHEDULE “II”
TO CONSTRUCTION LOAN AGREEMENT


AMORTIZATION
SCHEDULE – U.S. RULE (NO COMPOUNDING), 360 DAY

YEAR


	
  

 
	

 


 
	
 One Earth Energy, LLC Fixed Rate II Loan

 
	
 Principal Schedule for Payments Plus Interest

 
	

 


 
	
  

 
	
 AMORTIZATION SCHEDULE - U.S. Rule (no
 compounding), 360 Day Year

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Principal Payment

 	
 Balance (from $25,000,000.00)

 
	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 1

 	
  

 	
 $     473,160.00

 	
 $24,526,840.00

 
	
 2

 	
  

 	
 $     473,160.00

 	
 $24,053,840.00

 
	
 3

 	
  

 	
 $     473,160.00

 	
 $23,580,520.00

 
	
 4

 	
  

 	
 $     473,160.00

 	
 $23,107,360.00

 
	
 5

 	
  

 	
 $     498,902.00

 	
 $22,608,458.00

 
	
 6

 	
  

 	
 $     498,902.00

 	
 $22,109,556.00

 
	
 7

 	
  

 	
 $     498,902.00

 	
 $21,610,654.00

 
	
 8

 	
  

 	
 $     887,725.07

 	
 $20,722,928.93

 
	
 9

 	
  

 	
 $     887,725.07

 	
 $19,835,203.86

 
	
 10

 	
  

 	
 $     887,725.07

 	
 $18,947,478.79

 
	
 11

 	
  

 	
 $     887,725.07

 	
 $18,059,753.72

 
	
 12

 	
  

 	
 $     887,725.07

 	
 $17,172,028.65

 
	
 13

 	
  

 	
 $     887,725.07

 	
 $16,284,303.58

 
	
 14

 	
  

 	
 $     887,725.07

 	
 $15,396,578.51

 
	
 15

 	
  

 	
 $     887,725.07

 	
 $14,508,853.44

 
	
 16

 	
  

 	
 $     887,725.07

 	
 $13,621,128.37

 
	
 17

 	
  

 	
 $     887,725.07

 	
 $12,733,403.30

 
	
 18

 	
  

 	
 $     887,725.07

 	
 $11,845,678.23

 
	
 19

 	
  

 	
 $     887,725.07

 	
 $10,957,953.16

 
	
 20

 	
  

 	
 $10,957,953.16

 	
 $                0.00

 










EXHIBIT B

Fixed Rate II Note


FIXED RATE II NOTE


	
  

 	
  

 
	
 Note Date: _____________

 	
 $__________

 
	
 Maturity Date: __________

 	
  

 



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 (“AGENT”), at its principal
office or such other address as AGENT or holder may designate from time to
time, the principal sum of ____________________________________ Dollars
($__________), or the amount shown on AGENT’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, AGENT’s records shall be conclusive
evidence of the principal and accrued interest owing hereunder.


This FIXED
RATE II NOTE is executed pursuant to a Construction Loan Agreement between
BORROWER and BANKS dated as of September 20, 2007, (the Construction Loan Agreement,
together with all amendments, modifications and supplements thereto and all
restatements and replacements thereof is called the “AGREEMENT”). All
capitalized terms not otherwise defined in this note shall have the meanings
provided in the AGREEMENT.


INTEREST ACCRUAL.
Interest on the principal amount outstanding shall accrue at a per annum rate
equal to the three month LIBOR RATE plus 300 basis points on the Note Date
referenced above and adjusting as provided for in the AGREEMENT, and at the
three month LIBOR RATE plus 900 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.


REPAYMENT TERMS.
Principal shall be due and payable in the amounts and on the dates set forth in
Schedule II attached to the AGREEMENT, and incorporated herein by reference,
and accrued and unpaid interest shall be due and payable in arrears on the same
dates that principal installments are due. Any remaining principal balance,
plus any accrued but unpaid interest, shall be fully due and payable on
_______________________, if not sooner paid.


PREPAYMENT. BORROWER
may prepay this FIXED RATE II NOTE in full or in part at any time. Provided,
however, a condition of any prepayment of all of this FIXED RATE II NOTE, the
FIXED RATE NOTE, the VARIABLE RATE NOTE and the






LONG TERM
REVOLVING NOTE is that certain fees shall be paid to BANK. If such complete
prepayment occurs within the first two (2) years following the CONSTRUCTION
LOAN TERMINATION DATE, a fee of one percent (1%) of the original principal
amount of this FIXED RATE II NOTE shall be paid to BANK. In the event that
BORROWER pre-pays all of this FIXED RATE II NOTE and except as to such payments
as are required by the AGREEMENT, BORROWER shall pay BANK a breakage fee
sufficient to make BANK whole for any expenses relating to breaking fixed
interest rates, which BANK shall apportion among BANKS. Any prepayment may be
applied in inverse order of maturity or as BANK in its sole discretion may deem
appropriate. Such prepayment shall not excuse BORROWER from making subsequent
payments each quarter until the indebtedness is paid in full. No payment of
EXCESS CASH FLOW shall be the cause of a payment to BANKS for interest rate
breakage fees or otherwise result in any prepayment fee.


ADDITIONAL TERMS AND CONDITIONS.
This FIXED RATE II NOTE is executed pursuant to 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 FIXED RATE II NOTE by reference.


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 FIXED RATE II 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 FIXED RATE II NOTE without in any way waiving or
affecting any acceleration of this FIXED RATE II 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 FIXED RATE II 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 FIXED RATE II
NOTE. Furthermore, BANK reserves the right to offset without notice all funds
held by BANK against debts owing to BANK by BORROWER.


WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR.
BORROWER and any other person who signs, guarantees or endorses this FIXED RATE
II 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 FIXED RATE II NOTE.


 [SIGNATURE PAGE FOLLOWS]






Executed as of
the Note Date first above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ONE EARTH
 ENERGY, LLC, an Illinois limited liability company

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
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