Exhibit 10.1**CONSTRUCTION LOAN AGREEMENT**This Construction Loan Agreement (the “AGREEMENT”) is dated as of the 20th day of September, 2007,and is by and among **ONE EARTH ENERGY, LLC**, an Illinois limited liability company (“BORROWER”),**FIRST NATIONAL BANK OF OMAHA**(“FNBO”), a national banking association headquartered at Omaha,Nebraska as a BANK and as administrative agent for the BANKS (in such capacity, the “ADMINISTRATIVEAGENT”), as accounts bank (in such capacity, the “ACCOUNTS BANK”) and as collateral agent for theBANKS (in such capacity, the “COLLATERAL AGENT”), and the other financial institutions which are ormay become a party to this AGREEMENT in accordance with the terms of this AGREEMENT and listed inExhibit H to this AGREEMENT.WHEREAS, BORROWER has requested BANKS to lend to BORROWER up to the sum of the lesser of (i) OneHundred Million and No/100 Dollars ($100,000,000.00) or (ii) sixty percent (60%) of the TOTALPROJECT COST as shown in the TOTAL PROJECT COST STATEMENT (the “CONSTRUCTION LOAN”), for thepurpose of partially funding the cost of the construction of an ethanol plant on the real estatedescribed in Exhibit F attached hereto and by this reference made a part hereof (together with allproperty encumbered by the MORTGAGE or otherwise constituting collateral for the LAONS, the“PROPERTY”) together with a Ten Million and No/100 Dollars ($10,000,000.00) revolving line ofcredit (“REVOLVING LOAN”), up to One Million and No/100 Dollars ($1,000,000.00) to support theissuance by FNBO of Letters of Credit, and SWAP CONTRACTS with an additional exposure to FNBO. Theforegoing may be collectively referred to in this AGREEMENT as the “LOANS” and singly referred toas a “LOAN”.WHEREAS, BANKS are willing to provide such LOANS to BORROWER upon the terms and conditions hereinset forth.SECTION 1 Definitions.1.1 “ACCOUNTS BANK” means FNBO in its capacity as depositary bank, bank and securities intermediaryhereunder, and any successor to FNBO in such capacity.1.2 “ADJUSTED EBITDA” means EBITDA less taxes, less capital expenditures and less TAX DISTRIBUTIONSand other distributions permitted under this AGREEMENT, in each case for the applicable reportingperiod.1.3 “ADMINISTRATIVE AGENT” means FNBO in its capacity as administrative agent for the BANKShereunder, and any successor to FNBO in such capacity.1.4 “AGENT” means collectively, the ACCOUNTS AGENT, ADMINISTRATIVE AGENT and COLLATERAL AGENT.1.5 “ASSIGNMENT OF CONSTRUCTION CONTRACT” means the assignment of that certain Lump SumDesign-Build Agreement (“CONSTRUCTION CONTRACT”) between BORROWER and Fagen, Inc. (the“DESIGN-BUILDER”) dated June 13, 2007 for construction of the PROJECTin accordance with PLANS applicable thereto, by which BORROWER assigns, as additional
 

 
security for repayment of the OBLIGATIONS, BORROWER’s interest in the CONSTRUCTION CONTRACT in a form acceptableto COLLATERAL AGENT, and pursuant to which BORROWER collaterally assigns to COLLATERAL AGENT allother construction contracts relating to the PROJECT.1.6 “BANKS” means collectively the financial institutions which are or become a party to thisAGREEMENT and agree to make the LOANS to BORROWER, with any one of the BANKS individually referredto as a “BANK”.1.7 “BANKING DAY” means a day on which ADMINISTRATIVE AGENT is open for substantially all of itsbusiness. “EURODOLLAR BUSINESS DAY” means a BANKING DAY on which commercial banks are open forinternational business (including dealings in U.S. Dollar deposits) in London, England.1.8 “BORROWING BASE” means the lesser of:(i) $10,000,000.00,or(ii) The aggregate of (i) 75% of BORROWER’s corn inventory value as reported by AllianceGrain Co. of Gibson City, Illinois on the date reported to ADMINISTRATIVE AGENT less allaccounts payable for such corn inventory, plus (ii) 75% of the amount of BORROWER’s Ethanoland Distillers Grains Accounts aged thirty (30) days or less, excluding any such Accountsreasonably deemed ineligible by BANK, plus (iii) 75% of BORROWER’s Finished Goods-Ethanoland Distillers Grains Inventory (both wet and dry), valued at the lower of cost or marketvalue, plus (iv) 100% of the positive balance of BORROWER’s hedging accounts pledged to, andsubject to a perfected security interest in favor of, COLLATERAL AGENT, valued at fairmarket value on the date of reporting and less (v) the negative balance of BORROWER’shedging accounts pledged to, and subject to a perfected security interest in favor of,COLLATERAL AGENT.1.9 “CLOSING” shall mean the date on which ADMINISTRATIVE AGENT receives this AGREEMENT, executedby BORROWER and the BANKS, together with the CONSTRUCTION NOTES, the REVOLVING NOTES and the otherLOAN DOCUMENTS which must be delivered by the CLOSING as provided for in this Agreement.1.10 “COLLATERAL AGENT” means FNBO in its capacity as collateral agent for the BANKS hereunder, andany successor to FNBO in such capacity.1.11 “COMMITMENTS” means with respect to each BANK, as applicable, such BANK’s respective amount ofeach LOAN, as applicable, committed to BORROWER by such BANK under this AGREEMENT, whichCOMMITMENTS for each BANK are listed in Exhibit H to this AGREEMENT.
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1.12 “CONSTRUCTION LOAN TERMINATION DATE” means the earlier of (i) July 31, 2009, or (ii) suchearlier date upon which BANKS’ commitment to make a disbursement under the CONSTRUCTION LOAN isterminated in accordance with the terms of the CONSTRUCTION NOTES or this AGREEMENT and theoutstanding balance of the CONSTRUCTION LOAN became due and payable in full.1.13 “COMPLETION DATE” means the earlier of July 15, 2009, or the date ADMINISTRATIVE AGENTdetermines following a proper inspection and in the exercise of ADMINISTRATIVE AGENT’s reasonablediscretion, that the PROJECT has been completed in accordance with the PLANS.1.14 “CONSTRUCTION NOTES” means the promissory notes executed and delivered by BORROWER to eachBANK substantially in the form of Exhibit A evidencing borrowings under the CONSTRUCTION LOAN up toan aggregate maximum amount of the lesser of (i) One Hundred Million and No/100 Dollars($100,000,000.00), and (ii) sixty percent (60%) of the TOTAL PROJECT COST.1.15 “DEFAULTING BANK” means any BANK that (a) has failed to make any portion of the LOANS requiredto be funded by it hereunder on the date required to be funded by it hereunder, (b) has otherwisefailed to pay over to the ADMINISTRATIVE AGENT or any other BANK any other amount required to bepaid by it hereunder or under any LOAN DOCUMENT within one (1) BANKING DAY of the date when due,unless the subject of a good faith dispute, or (c) has been deemed insolvent, become the subject ofa bankruptcy or insolvency proceeding or had its assets and/or control frozen or seized by theapplicable banking regulators or other governmental agency.1.16 “DRAW REQUEST” means forms acceptable to ADMINISTRATIVE AGENT to be submitted toADMINISTRATIVE AGENT by BORROWER when an advance is requested under the CONSTRUCTION LOAN.1.17 “EBITDA” means without duplication Earnings Before Interest, Taxes, Depreciation andAmortization, in each case during the applicable reporting period, all as determined in accordancewith GAAP.1.18 “EQUITY INTEREST” means, with respect to any PERSON, all of the shares of capital stock orunits, shares or membership interests of (or other ownership or profit interests in) such PERSON,all of the warrants, options or other rights for the purchase or acquisition from such Person ofshares of capital stock of (or other ownership or profit interests in) such Person, all of thesecurities convertible into or exchangeable for shares of capital stock or units, shares ormembership interests of (or other ownership or profit interests in) such PERSON or warrants, rightsor options for the purchase or acquisition from such PERSON of such shares, units or membershipinterests (or such other interests), and all of the other ownership or profit interests in suchPERSON (including partnership, member or trust interests therein), whether voting or nonvoting, andwhether or not such shares, units, membership interests, warrants, options, rights or otherinterests are outstanding on any date of determination, in each such case including all voting rights and economic rights relatedthereto.
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1.19 “EVENT OF DEFAULT” has the meaning provided for in Section 7 of this AGREEMENT.1.20 “EXCESS CASH FLOW” means ADJUSTED EBITDA, less scheduled payments on the LOANS, in each casefor the applicable reporting period.1.21 “FIXED CHARGE COVERAGE RATIO” means the ratio derived when comparing (i) ADJUSTED EBITDA to(ii) BORROWER’s scheduled payments on the principal and interest of the LOANS made during theapplicable reporting period, excluding any principal repaid on REVOLVING LOAN and LONG TERMREVOLVING NOTES.1.22 “GAAP” means generally accepted accounting principles in the United States, applied on a basisconsistent with the accounting principles applied in the preparation of the annual financialstatements of BORROWER referred to in Section 6.1 of this AGREEMENT and the PROJECTIONS describedin Section 5.7 of this AGREEMENT. All accounting terms not otherwise defined in this AGREEMENThave the meaning assigned to them in accordance with GAAP.1.23 “INDEBTEDNESS” means, as to BORROWER, all indebtedness for borrowed money from any lenderincluding long-term debt, short-term debt, the NEGATIVE TERMINATION VALUE of SWAP CONTRACTS, andcapital leases.1.24 “INDEPENDENT INSPECTOR” means the firm which will be retained by ADMINISTRATIVE AGENT, atBORROWER’s cost, to conduct on site inspections of the work-in-progress on the PROJECT, and toissue periodic reports to BANKS as to the progress of construction of the PROJECT and adherence tothe PLANS.1.25 “INTEREST PERIOD” means for the FIXED RATE NOTES, VARIABLE RATE NOTES, CONSTRUCTION NOTES andLONG TERM REVOLVING NOTES a period of three (3) months, and for the REVOLVING NOTES a period of one(1) month; provided that:     1.25.1 subject to clause 1.25.2 below, any INTEREST PERIOD which would otherwise end ona day which is not a EURODOLLAR BUSINESS DAY shall be extended to the next succeedingEURODOLLAR BUSINESS DAY; and     1.25.2 no INTEREST PERIOD shall extend beyond the LOAN TERMINATION DATE applicable tosuch NOTE.1.26 “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 Bloomberg service or such other vendorchosen by ADMINISTRATIVE AGENT for the purpose of determining the London Interbank Offered Rate forU.S. Dollar Deposits for each INTEREST PERIOD.1.27 “LOAN DOCUMENTS” means this AGREEMENT and each agreement or instrument referred to in Section4 of this AGREEMENT which is executed by or on behalf of BORROWER to govern, evidence or secure theOBLIGATIONS.
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1.28 “LOAN TERMINATION DATE” means the earliest to occur of the following: (i) as to theCONSTRUCTION NOTES, the CONSTRUCTION LOAN TERMINATION DATE, as to the REVOLVING NOTES, September19, 2008, as to the FIXED RATE NOTES, the VARIABLE RATE NOTES, and as to the LONG TERM REVOLVINGNOTES, a date which is five years subsequent to the CONSTRUCTION LOAN TERMINATION DATE, (ii) thedate the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date ADMINISTRATIVEAGENT has received (a) notice in writing from BORROWER of BORROWER’s election to terminate thisAGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.1.29 “MATERIAL ADVERSE EFFECT” means any event or circumstance which (i) is reasonably likely tomaterially impair or adversely effect the ability of BORROWER to perform and pay the OBLIGATIONSand to perform and comply with the terms and provisions of the LOAN DOCUMENTS or (ii) would orcould reasonably be expected to impair or adversely effect the financial condition of BORROWER, orthe construction or operation of the PROJECT.1.30 MARKETING AND RISK MANAGEMENT CONTRACTS” means the contracts between BORROWER and thirdparties for the marketing and sale of ethanol products, the marketing and sale of distiller’s driedgrains (“DDGS”), risk management, grain procurement, and commodity hedging accounts, all of whichshall be assigned to the COLLATERAL AGENT and shall be subject to the reasonable approval of theADMINISTRATIVE AGENT.1.31 “MAXIMUM AVAILABILITY” means the maximum principal amount on the LONG TERM REVOLVING NOTESavailable to BORROWER for borrowing on the date of determination (which shall initially be$10,000,000.00) as such MAXIMUM AVAILABILITY is reduced by (i) $250,000.00 on each REDUCTION DATEand (ii) the EXCESS CASH FLOW calculation provided for in Section 6.2.3 of this AGREEMENT on eachEXCESS CASH FLOW REDUCTION DATE as defined in Section 6.2.3 of this AGREEMENT.1.32 “MORTGAGE” means the Construction Mortgage, Security Agreement, Assignment of Leases and Rentsand Fixture Financing Statement executed and delivered by BORROWER as grantor in favor ofCOLLATERAL AGENT as mortgagee and COLLATERAL AGENT for the BANKS, creating a first lien on thePROPERTY and a security interest in all of the personal property located on the PROPERTY assecurity for payment of the OBLIGATIONS, and all modifications and amendments thereof.1.33 “NEGATIVE TERMINATION VALUE” means, with respect to any SWAP CONTRACT of BORROWER, the amount(if any) that BORROWER would be required to pay if such SWAP CONTRACT were terminated by reason ofa default by or other termination event relating to BORROWER, such amount to be determined on thebasis of a good faith estimate made by ADMINISTRATIVE AGENT, in consultation with BORROWER. TheNEGATIVE TERMINATION VALUE of any such SWAP CONTRACT at any date shall be determined (i) as of the end ofthe most recent fiscal quarter ended on or prior to such date if such SWAP CONTRACT was thenoutstanding or (ii) as of the date such SWAP CONTRACT is terminated. However, if an
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applicable agreement between BORROWER and the relevant counterparty provides that, upon any such terminationby such counterparty, one or more other SWAP CONTRACTS (if any exist) between BORROWER and suchcounterparty would also terminate and the amount (if any) payable by BORROWER would be a net amountreflecting the termination of all the SWAP CONTRACTS so terminated, then the NEGATIVE TERMINATIONVALUE of all the SWAP CONTRACTS subject to such netting shall be, at any date, a single amountequal to such net amount (if any) payable by BORROWER, determined as of the later of (i) the end ofthe most recently ended fiscal quarter or (ii) the date on which the most recent SWAP CONTRACTsubject to such netting was terminated.1.34 “NET WORTH” means, as to BORROWER as of any date, total assets less total liabilities and lessthe following types of assets: (1) leasehold improvements; (2) receivables (other than thosecreated by sale of goods) from a member and other investments in or amounts due from any member,employee or other person or entity related to or affiliated with BORROWER); (3) goodwill, patents,copyrights, mailing lists, trade names, trademarks, servicing rights, organizational and franchisecosts, bond underwriting costs and other like assets properly classified as intangible, and (4)treasury stock or equity interests in BORROWER, all as determined in accordance with GAAP;provided, however, (x) NET WORTH shall not include any debt due to BORROWER not acceptable toADMINISTRATIVE AGENT in the exercise of its reasonable discretion, and (y) any TIF Grant fundsactually received by BORROWER may be included in the determination of total assets.1.35 “OBLIGATIONS” means the obligation of the BORROWER:1.35.1 To pay the principal of, and interest on, the LOANS in accordance with the termsthereof**,**to pay any fees owed to ADMINISTRATIVE AGENT or BANKS under this AGREEMENT**,**and tosatisfy all of its other liabilities to BANKS whether hereunder or otherwise, whether nowexisting or hereafter incurred, matured or unmatured, direct or contingent, joint orseveral, including any extensions, modifications, renewals thereof, and substitutionstherefore and including, but not limited to, any obligations under letter of creditagreements and SWAP CONTRACTS;1.35.2 To repay to BANKS all amounts advanced by BANKS hereunder, under any other LOANDOCUMENT (including, without limitation, any protective advance made under the MORTGAGE) orotherwise on behalf of BORROWER, including, but without limitation, advances for principalor interest payments to prior secured parties, mortgagees, or licensors, or taxes, levies,insurance, rent, or repairs to, or maintenance or storage of, any of the real or personalproperty securing BORROWER’s payment and performance of this AGREEMENT; and1.35.3 To reimburse BANKS, on demand, for BANKS’ reasonable and necessary out of pocketexpenses and costs, including the reasonable fees and expenses of counsel, in connectionwith the preparation, administration, amendment, modification, or enforcement of thisAGREEMENT and the LOAN DOCUMENTS required hereunder, including, without
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limitation, any proceeding brought or threatened, to enforce payment of any of theOBLIGATIONS referred to in this section of the AGREEMENT.1.36 “PERMIT” or “PERMITS” means any and all licenses, consents or permits required under anyfederal, state or local law or regulation, including, but not limited to any environmental law orregulation, required to construct and operate the facility on the PROPERTY after completion of thePROJECT at its operational capacity, including without limitation the following:1.36.1 An air emissions permit, which PERMIT will allow BORROWER after the COMPLETION DATEto operate the ethanol plant on the PROPERTY after construction of the PROJECT at maximumcapacity;1.36.2 All permits required in connection with the construction and operation of all aboveor below ground storage tanks included in the PLANS for the ethanol plant;1.36.3 A National Pollution Discharge Elimination System Construction Permit for any stormwater and/or waste water that is discharged during construction and after construction ofthe PROJECT; and1.36.4 The other permits listed on Exhibit I attached hereto and incorporated herein byreference.1.37 “PERSON” means an individual, partnership, limited liability company, business trust, jointstock company, trust, unincorporated association, joint venture, GOVERNMENTAL AUTHORITY, or otherentity of whatever nature. GOVERNMENTAL AUTHORITY means any federal, state, county, or localgovernmental department, commission, board, bureau, agency, authority, instrumentality or judicialor regulatory body or entity having or asserting jurisdiction as to any of the PROPERTY, thePROJECT or BORROWER, either during the construction of the PROJECT or the operation of the PROJECTfollowing completion thereof, including courts of appropriate jurisdiction.1.38 “PLANS” means collectively all of the plans, specifications and materials listing for theconstruction of the PROJECT, including but not limited to the plans, specifications and materialsprepared by Fagen Engineering, LLC (“FAGEN ENGINEERING”) and DESIGN-BUILDER on behalf of BORROWERfor the construction of the ethanol plant and certified to BANKS as the plans for the ethanol plantby the DESIGN-BUILDER, FAGEN ENGINEERING and BORROWER.1.39 “PROJECT” means collectively the design and construction of BORROWER’s ethanol plant,administration building and railroad spur, together with all necessary and appropriate fixtures,equipment, attachments, and accessories, as described in the PLANS and the plans, specificationsand materials listing relating to the administration building and railroad spur, to be constructedon the PROPERTY.
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1.40 “REDUCTION DATE” means the date of any scheduled quarterly payment on the TERM LOANS asprovided for in Section 2.5 below, on which dates the MAXIMUM AVAILABILITY on the LONG TERMREVOLVING NOTE shall reduce by $250,000.00.1.41 “REQUIRED BANKS” means, at any time, ADMINISTRATIVE AGENT and any combination of BANKS (otherthan AGENT) whose COMMITMENTS in the LOANS aggregate at least fifty-one percent (51%) of theaggregate COMMITMENTS; provided, however, that the COMMITMENTS of any DEFAULTING BANK other thanAGENT shall be excluded for purposes of making a determination of the REQUIRED BANKS.1.42 “REVOLVING NOTES” means the promissory note of BORROWER to each BANK in the amount of suchBANK’s COMMITMENT evidencing the REVOLVING LOAN described in Section 2.8 of this AGREEMENT, itsrenewals, modifications and extensions.1.43 “SECURITY AGREEMENT” means the SECURITY AGREEMENT between BORROWER, as debtor, and COLLATERALAGENT, as secured party and collateral agent for the BANKS, creating a first priority securityinterest in all of BORROWER’s assets, including general intangibles and payment intangibles,securing the OBLIGATIONS.1.44 “SUBCONTRACTOR” means any person who contracts with the DESIGN-BUILDER, the general contractorof the administration building, the general contractor of the railroad spur or BORROWER to performany work or supply any of the materials or equipment necessary to complete the PROJECT.1.45 “SWAP CONTRACT” or “SWAP CONTRACTS” means (a) any and all rate swap transactions, basis swaps,credit derivative transactions, forward rate transactions, commodity swaps, commodity options,forward commodity contracts, equity or equity index swaps or options, bond or bond price or bondindex swaps or options or forward bond or forward bond price or forward bond index transactions,interest rate options, forward foreign exchange transactions, cap transactions, floor transactions,collar transactions, currency swap transactions, cross currency rate swap transactions, currencyoptions, spot contracts, or any other similar transactions or any combination of any of theforegoing (including any options to enter into any of the foregoing), whether or not any suchtransaction is governed by or subject to any master agreement, and (b) any and all transactions ofany kind, and the related confirmations, which are subject to the terms and conditions of, orgoverned by, any form of master agreement published by the International Swaps and DerivativesAssociation, Inc. Provided, however, the term SWAP CONTRACT shall not, for the purposes of thisAGREEMENT, include commodity hedging or commodity risk management contracts. The term “commodity”includes ethanol, grain, natural gas and other traded commodities.1.46 “TAX DISTRIBUTIONS” means quarterly cash distributions to BORROWER’s members for the purposeof paying their respective quarterly estimated federal and state income tax payments required to bemade by each of BORROWER’s members based upon the operations of BORROWER and the resulting federaland state income tax liability of such members in an amount based upon an assumed combined federaland state tax rate for each member of 42%.
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1.47 “TERM NOTES” means collectively the FIXED RATE NOTES, VARIABLE RATE NOTES and LONG TERMREVOLVING NOTES to be executed by BORROWER in favor of each BANK up to the amount of each BANKSCOMMITMENT which evidence permanent financing to pay the CONSTRUCTION LOAN as described in Section 2.5 of this AGREEMENT, their renewals, modifications andextensions.1.48 “TOTAL PROJECT COST” means the aggregate total cost to acquire the PROPERTY and construct thePROJECT, including all hard and soft costs, as shown in the TOTAL PROJECT COST STATEMENT.1.49 “TOTAL PROJECT COST STATEMENT” means the budget detailing by category the TOTAL PROJECT COSTto acquire the PROPERTY and construct the PROJECT in accordance with the PLANS, as attached heretoas Exhibit G, which has been approved by BANKS, as such TOTAL PROJECT COST STATEMENT may bemodified, amended or supplemented by “CONSTRUCTION VARIANCE REPORTS” submitted by BORROWER toADMINISTRATIVE AGENT in connection with a DRAW REQUEST. The “CONSTRUCTION COST STATEMENT” shall bethe portion of the TOTAL PROJECT COST STATEMENT applicable to the costs incurred under theCONSTRUCTION CONTRACT with the DESIGN-BUILDER. The TOTAL PROJECT COST STATEMENT includes a“SOURCES AND USES OF FUNDS” which demonstrates the source of funds to be applied to the TOTALPROJECT COST as shown in the TOTAL PROJECT COST STATEMENT.1.50 “WORKING CAPITAL” means current assets (less investments in or other amounts due from anymember, manager, employee or any person or entity related to or affiliated with BORROWER andprepayments), plus the amount available to BORROWER for drawing under the LONG TERM REVOLVINGNOTES, less current liabilities.SECTION 2 Amount and Terms of the LOANS.2.1 CONSTRUCTION LOAN. To the extent of their respective COMMITMENTS, each BANK agrees, onthe terms and subject to the conditions hereinafter set forth, to make, from time to time duringthe period from the date of execution of this AGREEMENT to and including the CONSTRUCTION LOANTERMINATION DATE disbursements to BORROWER pursuant to that certain Disbursing Agreement dated ofeven date with this AGREEMENT among ADMINISTRATIVE AGENT, BORROWER, the TITLE COMPANY (as definedin Section 4.1.11 below) and Homestead Escrow and Exchange Company (the “DISBURSING AGREEMENT”), inan aggregate principal amount not to exceed the amount of the CONSTRUCTION LOAN for the solepurpose of paying approved construction costs of the PROJECT. If, prior to the COMPLETION DATE,there is paid to ADMINISTRATIVE AGENT a third party payment (a grant payment, for example), whichis applied to the CONSTRUCTION LOAN, BANKS will advance such amount, or a lesser sum, as inADMINISTRATIVE AGENT’s reasonable discretion is necessary to complete the PROJECT. Approvedconstruction costs are costs actually incurred in connection with the construction of the PROJECT,which shall include but not be limited to costs of PERMITS, licenses, labor, supplies, materials,services, equipment, insurance premiums, real estate taxes and interest on disbursements, andADMINISTRATIVE AGENT-approved operating costs of
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the PROJECT. Construction costs do not include the cost associated with payment of lost profits connected with termination under Article 15 of theCONSTRUCTION CONTRACT.2.2 The CONSTRUCTION NOTES. The obligation of BORROWER to repay the CONSTRUCTION LOANshall be evidenced by the CONSTRUCTION NOTES. Notwithstanding any provisions of the CONSTRUCTIONNOTES, interest shall be payable at the rate provided therein only on such portions of theCONSTRUCTION LOAN proceeds as actually have been disbursed pursuant to this AGREEMENT and theDISBURSING AGREEMENT.2.3 Interest on the CONSTRUCTION LOAN. Prior to the CONSTRUCTION LOAN TERMINATION DATE,interest on the principal balance outstanding on the CONSTRUCTION LOAN shall accrue at a rate equalto the three month LIBOR RATE plus 310 hundred basis points, as more particularly set forth in theCONSTRUCTION NOTES. The interest rate on the CONSTRUCTION LOAN shall initially be set two (2)EURODOLLAR BUSINESS DAYS prior to the date of the CONSTRUCTION LOAN, and shall adjust on the8th day of every third month thereafter. After the CONSTRUCTION LOAN TERMINATION DATE,whether by acceleration or otherwise, interest shall accrue on the CONSTRUCTION LOAN at a rateequal to the three month LIBOR RATE plus nine hundred ten (910) basis points.2.4 Repayment of the CONSTRUCTION NOTES. Interest only shall be payable quarterly on theCONSTRUCTION NOTES as more particularly provided for in the CONSTRUCTION NOTES. All outstandingprincipal and accrued but unpaid interest shall be payable in full on the CONSTRUCTION LOANTERMINATION DATE.2.5 TERM LOANS. The existing balance on the CONSTRUCTION LOAN, including any advance madeto increase WORKING CAPITAL, as of CONSTRUCTION LOAN TERMINATION DATE will be restated and saidbalance will be paid by the TERM NOTES substantially in the forms attached hereto as Exhibits B, C,and D, respectively, and are by this reference made a part hereof. The TERM NOTES evidence the“TERM LOANS”. The TERM NOTES shall 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) monthsafter the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay to ADMINISTRATIVE AGENT, for theaccount of BANKS in accordance with their respective COMMITMENTS in the FIXED RATE LOAN, thescheduled principal payment shown in Schedule I, attached hereto and by this reference made a parthereof, plus accrued interest on the FIXED RATE LOAN.     In addition, on the eighth (8th) day of every third (3rd) month, commencing three(3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay $1,902,832.10 toADMINISTRATIVE AGENT, for the account of BANKS in accordance with their respective COMMITMENT inthe TERM LOANS, as follows:   (a). first to accrued interest on the LONG TERM REVOLVING NOTES;