**Exhibit 10.1****Farm Credit Services of America****PROMISSORY NOTE (INSTALLMENT LOAN) AND LOAN AGREEMENT**For value received, I/we, the undersigned Maker(s), jointly and severally promise to pay in U.S.dollars to Farm Credit Services of America, PCA, Lender, at its office in Omaha, Nebraska,or order, the principal sum of TWO MILLION,$2,000,000.00 (Maximum PrincipalBalance), plus interest on the principal remaining from time to time unpaid.**MAXIMUM PRINCIPAL BALANCE/ADDITIONAL ADVANCES OPTION (THIS DOES NOT CONSITITUTE BY LENDER TO MAKEANY TYPE OF ADVANCE)**: Lender, at its option, may advance sums to Maker(s) up to the MaximumPrincipal Balance until June 2, 2006 (Final Advancement Date).**Budgeted Credit**: Each advance made will reduce the funds available for future advances bythe amount of the advance. Repayments of principal will NOT be available for subsequentadvances.**INTEREST RATE OPTION**: Interest will accrue at the Initial Rate of 9.000 percent per annum,with interest thereafter at the rate provided in the interest rate option specified below unlessthe Default Interest provision has been invoked on the loan.**Restrictions on Maximum Principal Balance/Additional Advances:**The right to request and receivefunds is not assignable. Lender may determine whether Maker(s) continues to meet Lender’s creditstandards at the time of each requested advanced. Lender, in its sole discretion, may decrease thefunds available for disbursement following this review. The obligation to advance funds may beterminated prior to the Final Advancement Date or before the Maximum Principal Balance is reachedif intervening liens have been filed on any collateral given or pledged to secure payment of thisloan since the date of closing, including the filing of a notice of lis pendens, or any Maker orguarantor has given written notice to Lender to terminate this provision of this Note. Lender’stermination of this provision will not alter my/our obligation to make the payments as specified inthis Note.**Protective Advances:**Lender may make advances to protect the collateral for this Note; suchadvances may be added to the Maximum Principal Balance stated above and will, at Lender’s option,be immediately due and payable and bear interest at the default interest rate from the dateadvanced until paid.**Variable Interest Rate:**The interest rate is variable until maturity. A higher or lowerrate of interest may be established for any Individual Loan Pricing Classification (ILPC)Index for which the loan from time to time qualifies; this higher or lower rate willthereupon apply to the outstanding principal balance of the debt evidenced hereby and willremain in effect until a different rate of interest is established. The amount of eachsubsequent payment will be increased or decreased accordingly to reflect the different rateof interest without in any manner changing the due date of the payments. Lender may haveup to 15 days from any Index change to change the rate. There is no limitation on thefrequency or the amount of the change in the interest rate.The amount of the change is based on the ILPC Prime Index with a 1.000 percentspread.**REPAYMENT**: I/We will repay the loan as follows:             **No.** **Each Due**  **Amount and Type (Each Payment)** **Begin Date** **End Date**2 Monthly  *  Interest only on the unpaid principal balance 07/01/2006 08/01/20061 Monthly $2,000,000.00  Principal, plus interest on the unpaid principal balance 09/01/2006 09/01/2006
 

 
The amount of the first payment may be larger or smaller than shown above depending on theactual number of days between loan closing and the first payment due date. The actual paymentamount of all other payments may very according to the interest rate then in effect and theoutstanding principal balance.Payments will be made at the location identified by Lender. Any amounts submitted by me/us will,at Lender’s option, be applied first to the payment of default interest, then to protectiveadvances and fees, then to accrued interest, and finally to principal to the extent of the amountsubmitted.**LATE CHARGES:**Late charges may be assessed when any amount of a scheduled payment is past due.Late charges are 0.50 percent of amount past due and may be assessed after the payment due date andevery 15 days thereafter up to 60 days past the due date. Late charges may be added to yourprincipal balance and interest may be charged thereon.**ADDITIONAL PAYMENTS:**This additional payment provision applies to any payment of principal thatexceeds the principal payment specified in the Repayment provisions of this Note, including, butnot limited to, any additional payment whether voluntarily or involuntarily made due to an interestrate conversion, a default under the terms and conditions of this Note or security instruments, oracceleration of this Note. Additional payments will not postpone, defer, or alter the amount ordue date of any payments required by this Note. The obligation to continuously make scheduledpayments remains in force until this Note is paid in full.**Additional Payments:**Additional payments may be made in any amount at any time to reducethe principal owing hereunder.**CARRY FORWARD INTEREST:**Upon request, this note may also include accrued and unpaid interest fromprevious indebtedness to Lender. This will be the starting balance on Lender’s books for theinterest accrual on this note and is not alone cause for the note to be considered due, past due orin default.**DEFAULT INTEREST:**If any principal, interest, or advance is past due, regardless of the length oftime, or if there is any failure to comply with any covenant, condition, or agreement contained inthis Note, in any loan agreement, or in any mortgage, trust deed, security agreement, or otherdocument given to secure payment of this Note, then, at the election of the holder hereof, allprincipal, all accrued interest thereon, and all advances will become immediately due and payablewithout presentment or demand and the whole will bear interest at the default interest rate fromthe date of election until paid. Any attorney fees (to the extent allowed by law), costs, orexpenses incurred and advanced by holder to enforce collection of this Note will be added to theprincipal and bear interest at the default interest rate from the date of advance until paid. AtLender’s option, any condition of default may result in interest: being charged on all principal,all accrued interest thereon, and all advances at the default rate without declaring the loan indefault.**Variable Rate:**Default interest will be assessed at a rate which is 6.00 percent per annumhigher than the ILPC Prime Rate Index. If the loan is subsequently brought current, theILPC may be re-evaluated and the interest rate adjusted as provided in the Interest RateOption provision of this Note.**ASSUMPTIONS:**This Note is assumable only at the sole discretion of the holder.**WAIVERS AND OTHER PROVISIONS**: The Maker(s) and any endorsers, sureties, and guarantors of this Notehereby severally waive presentment, demand, notice of nonpayment, protest, notice of protest, anddue diligence in enforcing the payment hereof and consent that the time of payment may be extendedfrom time to time by holder without notice. Each Maker hereby binds their separate estate,existing now or hereafter acquired, for the payment of this Note and agrees that any release of anycollateral or of any person liable hereon will not operate as a release of any other Maker,endorser, surety, or guarantor.In consideration of the advances of any credit by AgriBank, FCB to Lender in reliance upon thisNote, the Makers, sureties, and guarantors of this Note hereby severally waive any and all defensesor right of offset
 

 
which they may have, individually or collectively, against Lender and its successors or assignsunder this Note.**LOAN AGREEMENT:**This Note includes the provision on the back thereof or attached hereto and anyaddenda or amendments thereto or replacement thereof.**Collateral:**This Note is secured by trust deed/mortgage(s) dated 05/31/2006 including anyaddendums.**LOAN AGREEMENT:**I/We further understand and agree or certify as follows:**1. Disbursement Authorization.**Any person executing this Promissory Note and Loan Agreement(Agreement) is authorized to request, accept, receive, and receipt for all or any portion of theproceeds of the loan(s) or of any refinance, conversion, extension, additional loan,reamortization, or revision of the same and to execute and approve all agreements required byLender in the disbursement of loan proceeds.Any one of those who have executed and signed this Agreement may initiate/request either by phone,in person, or in writing, disbursements or advances in the form of check, wire, or electronictransfer to an account specified by requester. Lender may also disburse or retain from the initialloan proceeds or any subsequent advance of proceeds any amount required to: (a) purchase stock asset out above; (b) pay any fees or charges assessed in connection with any loan, loan servicingaction, or other service, including optional financial services provided by or through Lender; (c)obtain any evidence of title to any property, real or personal, which secures the loan(s); (d)satisfy any loan closing or title requirements necessary to clear title or obtain a first lien onloan collateral; (e) pay any letters of credit issued for or on behalf of me/us; and (f) otherwiseclose the loan.**2. Stock Ownership/Voting Member.**Stock ownership and voting requirements are already establishedas acknowledged in other documents with Farm Credit Services of America.**3. Financial Information.**To provide Lender on request with financial information in a formatacceptable to Lender.**4. Cross Default.**Declaration of default under any loan may, at Lender’s option, cause all loansto be in default, charged interest at the default rate stated in the note(s), and declare all sumsloaned or advanced and all accrued interest thereon to be immediately due and payable.The loan(s) may be declared in default for: (a) providing false, misleading, or incompleteinformation to Lender for the purpose of influencing the decision(s) of Lender; (b) selling,transferring or disposing of property, whether or not the property is collateral for the loan(s),with the intent to defraud Lender; (c) using loan proceeds for purposes not designated and approvedin the loan application; (d) failure to comply with any term, covenant, or agreement in any loanapplication, note, mortgage, trust deed, security agreement, loan agreement, or other document orinstrument executed in connection with any loan.**5. Environmental Declaration.**All known sources of existing or potential environmentalcontamination on or near any property owned or operated by me/us have been fully disclosed toLender; to comply fully with all applicable environmental laws, and promptly inform Lender of anyenvironmental contamination discovered on or near any property I/we own or operate; to promptlynotify Lender if I/we or property owned and operated by me/us is or may be subject to investigationby any governmental agency for a violation of environmental laws, or is or may be subject to a lienfor cleanup of environmental hazards. Further, to hold Lender harmless from any liability forenvironmental waste or contamination on any property owned or operated by me/us or liabilityimposed as a consequence of my/our activities and will indemnify Lender against all claims, losses,liabilities, and expenses incurred by Lender as a result thereof. This covenant will survivecancellation or termination of this Agreement.**6. Set Off.**Any voluntary advance conditional payments made by me/us to Lender or any funds heldby Lender in any account are subject to applicable policies and procedures as may be adopted fromtime to
 

 
time. Lender is granted a security interest in all of the above funds and may exercise the rightto apply these funds against any loans or other obligations I/we may owe Lender.**7. Legal Authority/Compliance with Laws.**That I/we are, and shall continue to be, duly organized,validly existing and/or legally qualified to do business under the laws of the states in which I/weoperate, in compliance with federal, state and local laws or regulations, and have legal authorityin such states to conduct my/our business operations and to own agricultural real estate. Nochange has been made in the name, ownership, control, legal status or organizational documents ofany undersigned legal entity since the time any such information was last provided to Lender.**8. Rights in Third Parties.**No loan approved hereunder confers any contractual rights or benefitson any third party.**9. No Commitment.**Nothing contained in this or any other document or instrument executed inconnection with the loan(s) will be construed to obligate Lender to make any loan, refinance,advance, revision, or disbursement for any purpose. All advances and disbursements are at theoption of Lender based on Lender’s standards existing at the time of the requested advance ordisbursement.**10. Disclosure.**I/we certify that: (1) I/we have received a copy of the “Customer Information andDisclosure Handbook” and (2) ALL the information provided at any time by me/us or on my/our behalfto Lender is true, accurate, and correct. I/We may designate in writing to Lender the person toreceive future effective interest rate disclosures. Unless so designated, Lender may provide suchdisclosures to any party liable on this note.**11. Construction.**The term “I/we” shall be construed to include the neuter gender and legalentities as required by context. Paragraph headings are illustration only.**12. Designation of Payer of Record.**E Energy Adams LLC is identified as the primarycustomer/payer of record on this loan on behalf of all liable parties to accept and receive taxnotices and any dividends, patronage or other distributions declared under the Bylaws of Lender.This designation will remain in effect until Lender is notified in writing by all liable parties ofany change. **LENDER ENDORESEMENT — FARM CREDIT SERVICES USE ONLY:**Pay to the order of Agribank, FCB. Forvalue received, we guarantee the payment of the within Note with interest according to its terms,or any renewal or extension thereof, and agree to pay all expenses of collection thereof, or in theenforcement of this guarantee, including reasonable attorney fees; and we waive demand for payment,notice of default or nonpayment, protest and notice of protest, presentment, notice of extension,notice of substitution of other collateral, or other indulgence and we agree that the rights of theholder will remain undisturbed notwithstanding any extensions of time of payment, release and/orsubstitution of collateral security or other indulgence granted by such holder.The within Note is hereby endorsed by Lender named in the body of said note as if the name of theLender were actually printed under the endorsement. **Taxpayer Indentification Number Certification: The Internal Revenue Services (IRS) does notrequire your consent to any provision of this document other than the following certificationrequired to avoid backup withholding. Under penalties of perjury, I certify that (1) the TaxpayerIdentification Number shown herein is correct, (2) I am not subject to backup withholding eitherbecause I am exempt, have not been notified that I am subject to backup withholding due to failureof reporting interest or dividends, or the Internal Revenues Service has notified me that I am nolonger subject to backup withholding, and (3) I am a U.S. person (including U.S. resident alien).****Certification Instructions. You must cross out item 2 if you have been notified by the IRS thatyou are currently subject to backup withholding because you have failed to report all interest anddividends on your tax return. For real estate transactions, item 2 does not apply. For mortgageinterest paid, acquisition or abandonment of secured property, cancellation of debt, contributionsto an individual retirement arrangement (IRA), and generally, payments other than interest anddividends, you are not required to sign the Certification, but you must provide your correct TIN.**
 

 
         E Energy Adams LLC (20-2627531)             E Energy Adams LLC, A Limited Liability Company             By /s/ Jack L. Alderman   By /s/ Dennis L. Boesiger,                 Dennis L. Boesiger, Secretary