Exhibit 10.1





Exhibit 10.1




FIXED RATE NOTE




	 	 	 	 	 
	Note Date: April 8, 2009

	 	$	41,500,000.00	 
	Maturity Date: April 8, 2014
	 	 	 	 






FOR VALUE RECEIVED, CARDINAL ETHANOL, LLC, an Indiana limited liability company (“BORROWER”),
promises to pay to the order of FIRST NATIONAL BANK OF OMAHA (“BANK”), at its principal office or
such other address as BANK or holder may designate from time to time, the principal sum of
Forty-One Million Five Hundred Thousand and 00/100 Dollars ($41,500,000.00), 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 FIXED RATE NOTE is executed pursuant to a Construction Loan. Agreement between BORROWER and
BANK dated as of December 19th, 2006, (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 I 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 April 8, 2014, if not sooner paid.



PREPAYMENT. BORROWER may prepay this FIXED RATE NOTE in full or in part at any time. Provided,
however, a condition of any prepayment of all of this 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 COMPLETION DATE, a fee of one
percent (1%) of the original principal amount of this FIXED RATE NOTE shall be paid to BANK. In the
event that BORROWER pre-pays all of this FIXED RATE 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 its
participants. 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 BANK for interest rate breakage fees or otherwise
result in any prepayment fee.


 


 









 





ADDITIONAL TERMS AND CONDITIONS. This FIXED RATE 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 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
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 NOTE without in any way waiving or
affecting any acceleration of this FIXED RATE 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 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 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 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 NOTE.



[SIGNATURE PAGE FOLLOWS]




 


 









 







Executed as of the Note Date first above written.



	 	 	 	 	 	 	 
	 	 	CARDINAL ETHANOL, LLC, an

Indiana limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Troy Prescott	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Its Chairman
	 	 






	 	 	 	 	 	 	 
	STATE OF Indiana

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.
	COUNTY OF Grant

	 	 	)	 	 	 






Before me, a Notary Public in and for said County and State, personally appeared Troy
Prescott, known to me to be the Chairman of Cardinal Ethanol, LLC, an Indiana limited
liability company, and acknowledged the execution of the foregoing for and on behalf of such
limited liability company.



	 	 	 	 	 
	 

	 	/s/ Techia K. Brewer	 	 
	 

	 	 	 	 
	 

	 	Notary Public — Signature	 	 
	 
	 	 	 	 
	 

	 	Techia K. Brewer	 	 
	 

	 	 	 	 
	 

	 	Notary Public — Printed Name	 	 
	 
	 	 	 	 
	 

	 	Date: 4-8-2009
	 	 






My commission expires:



12-27-2009



My County of Residence: Grant County, Indiana


 


 









 





SCHEDULE “I” TO CONSTRUCTION LOAN AGREEMENT




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




Cardinal Ethanol, LLC Fixed Rate Note

Principal Schedule for Payments Plus Interest




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




	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	 	Balance	 
	 
	 	 	 	 	 	$	41,500,000.00	 
	7/8/09
	 	$	683,135.50	 	 	$	40,816,864.50	 
	10/8/09
	 	$	687,911.49	 	 	$	40,128,953.01	 
	1/8/10
	 	$	693,104.78	 	 	$	39,435,848.23	 
	4/8/10
	 	$	707,841.73	 	 	$	38,728,006.50	 
	718/10
	 	$	731,842.49	 	 	$	37,996,164.01	 
	10/8/10
	 	$	747,233.95	 	 	$	37,248,930.06	 
	1/8/11
	 	$	754,340.47	 	 	$	36,494,589.59	 
	4/8/11
	 	$	770,379.43	 	 	$	35,724,210.16	 
	7/8/11
	 	$	803,271.93	 	 	$	34,920,938.23	 
	10/8/11
	 	$	811,909.37	 	 	$	34,109,026.86	 
	1/8/12
	 	$	821,101.75	 	 	$	33,287,927.11	 
	4/8/12
	 	$	838,560.20	 	 	$	32,449,366.91	 
	7/8/12
	 	$	871,388.67	 	 	$	31,577,978.24	 
	10/8/12
	 	$	882,215.53	 	 	$	30,695,762.71	 
	1/8/13
	 	$	893,675.37	 	 	$	29,802,087.34	 
	4/8113
	 	$	912,676.90	 	 	$	28,889,410.44	 
	7/8/13
	 	$	945,435.76	 	 	$	27,943,974.68	 
	10/8/13
	 	$	958,642.66	 	 	$	26,985,332.02	 
	1/8/14
	 	$	972,567.37	 	 	$	26,012,764.65	 
	4/8/14
	 	$	26,012,764.65	 	 	$	0.00