Exhibit 4(a)


 


TENTH AMENDMENT OF 


CONSTRUCTION LOAN AGREEMENT


 


THIS TENTH AMENDMENT
OF CONSTRUCTION LOAN AGREEMENT (“Amendment”) is made this 31st day of July, 2014 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 30, 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, pursuant to
that certain Third Amendment of Construction Loan Agreement dated September 18, 2009, the LOAN TERMINATION DATE of the REVOLVING
LOAN was extended to September 17, 2010, the interest rate and non-usage fee applicable to the REVOLVING LOAN was modified as
provided for therein and the AGREEMENT was otherwise amended as provided for therein;


 


WHEREAS, pursuant to
that certain Fourth Amendment of Construction Loan Agreement dated June 1, 2010, the LOAN TERMINATION DATE of the REVOLVING LOAN
was extended to May 31, 2011, the interest rate applicable to the LOANS was modified, the restrictions on CAPITAL EXPENDITURES
for BORROWER’S 2010 fiscal year was modified, the amortization of the FIXED RATE LOAN was modified and the AGREEMENT was otherwise
amended as provided for therein;


 


WHEREAS, pursuant to
that certain Fifth Amendment of Construction Loan Agreement dated May 31, 2011, the LOAN TERMINATION DATE of the REVOLVING LOAN
was extended to May 30, 2012, the interest rate applicable to the REVOLVING LOAN was



    	 



    	



    

modified, the COMMITMENTS
of the BANKS in the REVOLVING LOAN were modified and the AGREEMENT was otherwise amended as provided for therein;


 


WHEREAS, pursuant to
that certain Sixth Amendment of Construction Loan Agreement dated May 30, 2012, the LOAN TERMINATION DATE of the REVOLVING LOAN
was extended from May 30, 2012 to May 29, 2013, the FIXED CHARGE COVERAGE RATIO was modified, the NET WORTH financial covenant
was removed, the capital expenditures covenant was modified, the application of the EXCESS CASH FLOW payment was modified, the
LONG TERM REVOLVING LOAN was paid off and terminated and the AGREEMENT was otherwise amended as provided for therein;


 


WHEREAS, pursuant to
that certain Seventh Amendment of Construction Loan Agreement dated March 15, 2013, the FIXED CHARGE COVERAGE RATIO was modified
and the AGREEMENT was otherwise amended as provided for therein;


 


WHEREAS, pursuant to
that certain Eighth Amendment of Construction Loan Agreement dated May 29, 2013, the LOAN TERMINATION DATE of the REVOLVING LOAN
was extended to May 31, 2014;


 


WHEREAS, pursuant to
that certain Assignment and Assumption Agreement dated May 16, 2012 (the “Midland Assignment”) between Deere Credit,
Inc. and Midland States Bank (“Midland”), Midland acquired all of Deere Credit, Inc.’s right, title and interest in
the Fixed Rate Loan, and Midland agreed to become a BANK under the AGREEMENT;


 


WHEREAS, pursuant to
that certain Ninth Amendment of Construction Loan Agreement dated September 3, 2013, the LOAN TERMINATION DATE of the REVOLVING
LOAN from was extended from May 31, 2014 to July 31, 2014, the BANKS extended the Refinance Term Loan to BORROWER to refinance
the TERM LOANS 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 July 31, 2014 to July 31, 2015, to modify the capital expenditures covenant and to modify the non-usage fee applicable to
the REVOLVING LOAN 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 -



    	



    

2. The definition of
the term “LOAN TERMINATION DATE” in Section 1.28 of the AGREEMENT is hereby amended by deleting the reference to July
31, 2014 as the LOAN TERMINATION DATE applicable to the REVOLVING NOTES and inserting in lieu thereof July 31, 2015. Anywhere
else in the AGREEMENT which refers to July 31, 2014 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, BORROWER shall execute
and deliver to each BANK with a REVOLVING LOAN COMMITMENT AMOUNT an EIGHTH AMENDED AND RESTATED REVOLVING PROMISSORY NOTE or,
in the case of Farm Credit Services of America, a THIRD AMENDED AND RESTATED REVOLVING PROMISSORY NOTE and in the case of Midland
States Bank and 1st Farm Credit Services, PCA/FLCA a FIRST 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 EIGHTH AMENDED
AND RESTATED REVOLVING PROMISSORY NOTES, THIRD AMENDED AND RESTATED REVOLVING PROMISSORY NOTE or FIRST AMENDED AND RESTATED REVOLVING
PROMISSORY NOTE, as the case may be.


 


3. The first sentence
of the second paragraph of Section 2.13 of the AGREEMENT is hereby amended by deleting the reference to 50 basis points as the
non-usage fee and inserting in lieu thereof 25 basis points.


 


4. Section 6.4.11 of
the AGREEMENT is hereby amended by deleting the reference to $3,000,000.00 as the maximum amount of BORROWER’S capital expenditures
in any fiscal year and inserting in lieu thereof $5,000,000.00.


 


5. Except as modified
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, affirmed and certified by BORROWER. BORROWER hereby ratifies and
affirms the accuracy and completeness of all representations and warranties contained in the AGREEMENT and other LOAN DOCUMENTS.
BORROWER represents and warrants to the ADMINISTRATIVE AGENT and the BANKS that the representations and warranties set forth in
the AGREEMENT, and each of the other LOAN DOCUMENTS, are true and complete on the date hereof as if made on and as of the date
hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation
or warranty shall be true and correct as of such specific date), and as if each reference in “this AGREEMENT” included
references to this Amendment. BORROWER represents, warrants and confirms to the ADMINISTRATIVE AGENT and the BANKS that no Events
of Default is now existing under the LOAN DOCUMENTS and that no event or condition exists which would constitute an Event of Default
with the giving of notice and/or the passage of time. Nothing contained in this Amendment either before or after giving effect
thereto, will cause or trigger an Event of Default under any LOAN DOCUMENT. To the extent necessary, the LOAN DOCUMENTS are hereby
amended consistent with the amendments provided for in this Amendment.



    	- 3 -



    	



    

6. This Amendment may
be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and
all of which counterparts, taken together, shall constitute but one and the same instrument.


 


7. This Amendment will
be governed by and construed in accordance with the laws of the State of Nebraska, exclusive of its choice of laws rules.


 


8. BORROWER will comply
with all terms and conditions of this Amendment and any other documents executed pursuant hereto and will, when requested by ADMINISTRATIVE
AGENT, execute and deliver such further documents and instruments necessary to consummate the transactions contemplated hereby
and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes
of this Amendment.


 


[SIGNATURE PAGES FOLLOW]



    	- 4 -



    	



    

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


 


	 	ONE EARTH ENERGY, LLC
	 	 	 
	 	By:	/s/ Steve Kelly
	 	Title:	General Manager
	 	 	 
	 	FIRST NATIONAL BANK OF OMAHA,

    in its capacity as a BANK,

    ADMINISTRATIVE AGENT,

    COLLATERAL AGENT and ACCOUNTS BANK
	 	 	 
	 	By:	/s/ Blake Suing
	 	Title:	Loan Officer




    	- 5 -



    	



    

	 	1st FARM CREDIT SERVICES, 

PCA/FLCA, as a BANK
	 	 	 
	 	By:	/s/ Dale Richardson
	 	 	 
	 	Title:	Vice President




    	 



    	



    

	 	MIDLAND STATES BANK, as a BANK
	 	 	 
	 	By:	/s/ Joe Bates
	 	 	 
	 	Title:	Relationship Manager




    	 



    	



    

	 	FARM CREDIT SERVICES OF 

AMERICA, as a BANK
	 	 	 
	 	By:	/s/ Kathy Frahm
	 	 	 
	 	Title:	Vice President