form8k_030609exh101.htm


    Exhibit
10.1

     

    PROMISSORY
NOTE

    


    
      
        	
                Principal

                $36,600,000.00

              	
                Loan
      Date

                03-02-2009

              	
                Maturity

                9-1-2010

              	
                Loan
      No.

                9001

              	
                Call

                4A0

              	
                Collateral

                8605

              	
                Account

                2740409

              	
                Officer

                70308

              	
                Initials

              
	
                References
      in the shaded area are for Lender’s use only and do not limit the
      applicability of this document to any particular loan or
item.

                Any
      item above containing “****” has been omitted due to text length
      limitations

              


      

    

    


    
      	
              Borrower:

              Southwest
      Iowa Renewable Energy, LLC

              2101
      South 42nd Ave.

              Council
      Bluffs, IA  51501

            	
              Lender:

              Commerce
      Bank, N.A.

              Clayton
      Banking Center

              PO
      Box 11573

              St.
      Louis, MO  63105

            


    

    
       

      
        

        

      

    

    
      	
              Principal
      Amount:  $36,600,000.00

            	
              Date
      of Note:  March 2, 2009

            


    

    


    PROMISE TO
PAY.  Southwest Iowa Renewable Energy, LLC (“Borrower”)
promises to pay to Commerce Bank, N.A. (“Lender”), or order, in lawful money of
the United States of America, the principal amount of Thirty-six Million Six
Hundred Thousand & 00/100 Dollars ($36,600,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance
of each advance.  Interest shall be calculated from the date of each
advance until repayment of each advance.

    


    ADVANCES. As of the date of
this Note, the outstanding principal balance of this Note is Thirty Five Million
One Hundred Forty Four Thousand One Hundred Seventy-Four 51/100 Dollars
($35,144,174.51).  Beginning April 1, 2009, and on the first day of
each month thereafter, an advance in the amount of accrued interest shall be
made automatically without any request for an advance by Borrower. 

    


    PAYMENT.  Borrower
will pay this loan in one payment of all outstanding principal plus all accrued
unpaid interest on September 1, 2010.  Interest which shall have
accrued as of the first day of each month, beginning April 1, 2009, and on the
first day of each month thereafter shall be due, and shall be paid by an advance
on the Note as provided herein.  Unless otherwise agreed or required
by applicable law, payments will be applied first to any accrued unpaid
interest; then to principal; then to any unpaid collection costs; and then to
any late charges.  The annual interest rate for this Note is computed
on a 365/360 basis; that is, by applying the ratio of the annual interest rate
over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is
outstanding.  Borrower will pay Lender at Lender’s address shown above
or at such other place as Lender may designate in writing.

    


    VARIABLE INTEREST
RATE.  The interest rate on this Note is subject to change from
time to time based on changes in an index which is the (i) LIBOR divided by (ii)
1 minus the LIBOR Reserve Requirement (the “Index”); provided, however, that in no
event shall the interest rate on this Note be less than 3 percentage points per
annum.  Lender will tell Borrower the current Index rate upon
Borrower’s request.  The interest rate change will occur monthly on
the first (1st) day of each month based on the most recent Index then available.
“LIBOR” means the daily average of interbank offered rates for US Dollar
deposits in the London market based on quotations at major banks, as published
under the heading “London Interbank Offered Rates (LIBOR)” in the “Money Rates”
column of The Wall Street
Journal for the one month maturity. “LIBOR Reserve Requirement” means, at
any time, the maximum rate at which reserves (including, without limitation, any
marginal, special, supplemental, or emergency reserves) are required to be
maintained under regulations issued from time to time by the Board of Governors
of the Federal Reserve System (or any successor) by member banks of the Federal
Reserve System against “Eurocurrency liabilities” (as such term is used in
Regulation D).  Without limiting the effect of the foregoing, the
LIBOR Reserve Requirement shall reflect any other reserves required to be
maintained by such member banks with respect to (i) any category of liabilities
which includes deposits
by reference to which LIBOR is to be determined, or (ii) any category of
extensions of credit or other assets which include LIBOR loans.  The
Index shall be adjusted automatically on and as of the effective date of any
change in the LIBOR Reserve Requirement.  Borrower understands that
Lender may make loans based on other rates as well.  So long as
interest on this Note is calculated based on the Index, the interest rate to be
applied to the unpaid principal balance
during this Note will be at a rate of 1.50 percentage points over the
Index.  NOTICE:  Under no circumstances will the interest
rate on this Note be more than the maximum rate allowed by applicable
law. 

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
    

     

    
      	 	
               PROMISSORY
      NOTE

            	
               Exhibit
      10.1

            
	 	
               (Continued)

            	 
	 Loan No.
      9001	 	
               Page
      2

            
	 	 	 


    

     

     

    PREPAYMENT.  Borrower
agrees that all expenses and all loan fees and other prepaid finance charges are
earned fully as of the date of the loan and will not be subject to refund upon
early payment (whether voluntary or as a result of default), except as otherwise
required by law.   Except for the foregoing, Borrower may pay
without penalty all or a portion of the amount owed earlier than it is
due.  Early payments will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower’s obligation to continue to make payments of
accrued unpaid interest.  Rather, early payments will reduce the
principal balance due.  Borrower agrees not to send Lender payments
marked “paid in full”, “without recourse”, or similar language.  If
Borrower sends such a payment, Lender may accept it without losing any of
Lender’s rights under this Note, and Borrower will remain obligated to pay any
further amount owed to Lender.  All written communications concerning
disputed amounts, including any check or other payment instrument that indicates
that the payment constitutes “payment in full” of the amount owed or that is
tendered with other conditions or limitations or as full satisfaction of a
disputed amount must be mailed or delivered to:  Commerce Bank, N.A.;
Clayton Banking Center; 8000 Forsyth; P.O. Box 11573; St. Louis,
MO  63105.

    


    LATE CHARGE.  If a
payment is more than ten (10) days late, Borrower will be charged 5.000% of the unpaid portion of the
payment or $250.00, whichever is less.

    


    INTEREST AFTER
DEFAULT.  Upon the occurrence and during the continuance of an
Event of Default (as hereinafter defined), including failure to pay upon final
maturity, the interest rate on this Note shall be increased by adding a 3.000
percentage point margin (“Default Rate Margin”).  The Default Rate
Margin shall also apply to each succeeding interest rate change that would have
applied had there been no default.  However, in no event will the
interest rate exceed the maximum interest rate limitations under applicable
law.

    


    REPRESENTATIONS AND
WARRANTIES.  Borrower represents and warrants to Lender, as of
the date of this Note, as of the date of each disbursement of loan proceeds, as
of the date of any renewal, extension or modification of any Loan, and at all
times any amount is outstanding under this Note:

    


    Organization.  Borrower
is a limited liability company which is, and at all times shall be, duly
organized, validly existing, and in good standing under and by virtue of the
laws of the State of Iowa.  Borrower is duly authorized to transact
business in all states in which Borrower is doing business, having obtained all
necessary filings, governmental licenses and approvals for each state in which
Borrower is doing business.  Specifically, Borrower is, and at all
times shall be, duly qualified as a foreign limited liability company in all
states in which the failure to so qualify would have a material adverse effect
on its business or financial condition.  Borrower has the full power
and authority to own its properties and to transact the business in which it is
presently engaged or presently proposes to engage.  Borrower maintains
an office at 2101 South 42nd Ave., P.O. Box 986, Council Bluffs,
IA  51502-0986.  Borrower will notify Lender prior to any
change in the location of Borrower’s state of organization or any change in
Borrower’s name.  Borrower shall do all things necessary to preserve
and to keep in full force and effect its existence, rights and privileges, and
shall comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court applicable
to Borrower and Borrower’s business activities, the noncompliance with which
would have a material adverse effect on its business or financial condition or
its prospects of timely completing the Project. For purposes of this Note,
“Project” shall mean Borrower’s ethanol production facility in Pottawattamie
County, Iowa.

    Authorization.  Borrower’s
execution, delivery, and performance of this Note has been duly authorized by
all necessary action by Borrower and do not conflict with, result in a violation
of, or constitute a default under  (1)  any provision
of  (a)  Borrower’s articles of organization or operating
agreement, or  (b)  any agreement or other instrument
binding upon Borrower or  (2)  any law, governmental
regulation, court decree, or order applicable to Borrower or to Borrower’s
properties.

    Legal Effect.  This
Note constitutes the legal, valid, and binding obligation of Borrower
enforceable against Borrower in accordance its terms.

    


    COVENANTS.  Borrower
agrees that, so long as any amount is outstanding under this Note, Borrower
will:

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
            	
               PROMISSORY
      NOTE

            	
               Exhibit
      10.1

            
	 	
               (Continued)

            	 
	 Loan No.
      9001	 	
               Page
      3

            




    


    Fees and
Expenses.  Pay, on Lender’s demand, all reasonable fees,
charges, and other expenses incurred by Lender in connection with the
originating of the loan evidenced by this Note, including without limitation
Lender’s reasonable attorneys fees.

    Notices of Claims and
Litigation.  Promptly inform Lender in writing of (1) any
“Event of Default” (as defined therein) under the Bank Group Facility as that
term is defined below, whether or not there shall be a waiver of such Event of
Default, and any event or condition which, with the giving of notice or the
passage of time, would become an Event of Default under the Bank Group Facility,
and (2) all existing and all threatened litigation, claims, investigations,
administrative proceedings or similar actions affecting Borrower of which
Borrower has knowledge and which could reasonably be expected to have a material
adverse affect on the business or financial condition of Borrower or Borrower’s
prospects of timely completing the Project.

    Financial
Statements.  Furnish Lender copies of such financial statements
and other related information at such frequencies and in such detail as Borrower
furnishes the lenders under the Bank Group Facility.

    


    COLLATERAL.  The
payment and performance of Borrower’s obligations to Lender under this Note is
secured by Intrust Bank, N.A. Irrevocable Standby Letter of Credit No.
08SBLC0345 issued for the account of ICM Inc. and for the benefit of the Lender
in the original face amount of $8,784,000 (the “Letter of Credit”) and by a
pledge of and grant of a security interest in Bunge N.A. Holdings, Inc.’s Money
Market Deposit Account No. 208020279 maintained with Lender (which has an
original credit balance in the amount of $27,816,000) (the “Pledged Deposit
Account”) pursuant to that certain Pledge of Money Market Deposit Account
executed by Bunge N.A. Holdings, Inc. in favor of Lender dated of even date
herewith.

    


    DEFAULT.  Each of
the following shall constitute an event of default (“Event of Default”) under
this Note:

    


    Payment
Default.  Borrower fails to make any payment when due under
this Note and any such failure shall remain unremedied for more than three (3)
business days.

    Other
Defaults.  Borrower fails to comply with or to perform any
other term, obligation, covenant or condition contained in this Note or in any
of the related documents or to comply with or to perform any term, obligation,
covenant or condition contained in any other agreement between Lender and
Borrower and any such failure shall remain unremedied for more than ten (10)
business days after written notice thereof from the Lender to the
Borrower.

    Default in Favor of Third
Parties.  Borrower defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other agreement,
in favor of any other creditor or person that could reasonably be expected to
have a material adverse effect on any of Borrower’s property or Borrower’s
ability to timely complete the Project or Borrower’s ability to repay this Note
or perform Borrower’s obligations under this Note or any of the related
documents.  Without limitation, the occurrence of an “Event of
Default” (as defined therein)  under the Bank Group Facility shall
constitute an Event of Default.  “Bank Group Facility” means the
credit facility from certain lenders and AgStar Financial Services, PCA, as
administrative agent, in favor of Borrower evidenced by a Credit Agreement dated
May 2, 2007, as amended by a First Amendment to Credit Agreement dated as of
March 7, 2008, as further amended by a Second Amendment to Credit Agreement
dated as of December 19, 2008, as further amended by a Third Amendment to Credit
Agreement dated as of December 30, 2008, and as further amended by a Fourth
Amendment to Credit Agreement dated as of the date of this Note, without giving
effect to any other amendments thereto unless acceptable to Lender and accepted
by Lender in writing and without giving effect to any waivers granted under the
Bank Group Facility unless acceptable to Lender and accepted by Lender in
writing.

    False
Statements.  Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower’s behalf under this Note or the
related documents is false or misleading in any material respect, either now or
at the time made or furnished or becomes false or misleading at any time
thereafter.

    Dissolution or
Bankruptcy.  The dissolution of Borrower (regardless of whether
election to continue is made), or any other termination of Borrower’s existence
as a going business, the appointment of a receiver for any part of Borrower’s
property, any assignment for the benefit of creditors, any type of creditor
workout or the commencement of any proceeding under any bankruptcy or insolvency
laws by or against Borrower (and, if against Borrower, is not dismissed within
thirty (30) days after the commencement thereof).

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
      	
            	
               PROMISSORY
      NOTE

            	
               Exhibit
      10.1

            
	 	
               (Continued)

            	 
	 Loan No.
      9001	 	
               Page
      4

            




    Creditor or Forfeiture
Proceedings.  Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency against
any collateral securing the loan.  This includes a garnishment of any
of Borrower’s accounts, including any deposit accounts, with
Lender.  However, this Event of Default shall not apply if there is a
good faith dispute by Borrower as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding and if Borrower
gives Lender written notice of the creditor or forfeiture proceeding and
deposits with Lender monies or a surety bond for the creditor or forfeiture
proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.

    Events Affecting
Guarantor.  Any of the preceding events occurs with respect to
any guarantor, endorser, surety, or accommodation party of any of the
indebtedness or any guarantor, endorser, surety, or accommodation party dies or
becomes incompetent, or revokes or disputes the validity of, or liability under,
any guaranty of the indebtedness evidenced by this Note.

    Credit Rating.  The
Credit Rating issued by either of the Rating Agencies for the Issuer of the
Letter of Credit shall be downgraded two levels or more from the level Issuer
held at the date of this Note, and, within ten (10) business days following
written notice to Borrower, Borrower has not replaced the Letter of Credit with
a letter of credit in an aggregate amount equal to the undrawn face amount of
the Letter of Credit in form and substance satisfactory to Lender and issued by
a bank acceptable to Lender.  As used herein, “Credit Rating” means
the long-term issuer rating assigned by Moody’s Investors Service or Standard
& Poor’s, “Issuer” shall mean Intrust Bank, N.A., and “Letter of Credit” has
the meaning ascribed thereto in the Section of this Note entitled
“COLLATERAL.”  As of the date of this Note, Issuer holds the following
Credit Rating:  A3 by Moody’s Investor Service (meaning that a
downgrade to Baa2 or lower will result in an Event of Default) and A- by
Standard & Poors (meaning that a downgrade to BBB or lower will result in an
Event of Default).

    Interest
Coverage.  If Lender shall determine and notify Borrower in
writing that that the sum of the outstanding principal amount due on this Note
and the interest and fees due on this Note shall at any time exceed the sum of
the undrawn face amount of the Letter of Credit plus the then credit balance in
the Pledged Deposit Account and the face amount of such Letter of Credit and/or
the then credit balance in the Pledged Deposit Account are not increased to an
aggregate amount at least equal to the sum of the outstanding principal amount
due on this Note and the interest and fees due on this Note within ten (10)
business days after the effective date of such notice (as set forth in the
Section of this Note entitled “NOTICES”).

    


    LENDER’S
RIGHTS.  Upon the occurrence of an Event of Default, any
commitment and obligation of Lender under this Note or any other agreement
immediately will terminate including any obligation to make further advances,
and, at Lender’s option, Lender may declare the entire unpaid principal balance
under this Note and all accrued unpaid interest immediately due and payable, all
without notice of any kind to Borrower, except that in the case of an Event of
Default of the type described in the “Dissolution or Bankruptcy” subsection
above, such acceleration shall be automatic and not optional.  In
addition, Lender shall have all the rights and remedies provided in any
documents relating to this Note or available at law, in equity, or
otherwise.  Upon the declaration that the entire unpaid principal
balance and accrued interest shall be due and payable or upon the occurrence of
an Event of Default of the type described in the “Dissolution or Bankruptcy”
subsection above, the unpaid principal balance and accrued interest shall be due
and payable hereunder and Borrower is obligated to pay that amount to
Lender.  Notwithstanding any other provision of this Note, Lender
shall, prior to exercising any other rights or remedies available to Lender,
submit draws under the Letter of Credit in form Lender reasonably believes to be
proper under the terms of the Letter of Credit and exercise its rights against
funds on deposit in the Pledged Deposit Account on a proportionate basis
(initially 76% of the then outstanding principal balance of this Note together
with all accrued and unpaid interest thereon with respect to the Pledged Deposit
Account and 24% of the then outstanding principal balance of this Note together
with all accrued and unpaid interest thereon with respect to the Letter of
Credit, subject to adjustment as set forth herein) and collect, if made
available to Lender, the proceeds of such Pledged Deposit Account and such
Letter of Credit and apply such proceeds to the amount due
hereunder.  Lender agrees that, in the event a principal payment is
made on this Note (other than as a result of a draw on the Letter of Credit or
from the application of funds from the Pledged Deposit Account), upon the
request of Borrower and upon Lenders’ receipt of confirmation from AgStar
Financial Services, PCA, as agent under the Bank Group Facility, that such
principal payment is permitted under the Bank Group Facility,

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
      	
            	
               PROMISSORY
      NOTE

            	
               Exhibit
      10.1

            
	 	
               (Continued)

            	 
	 Loan No.
      9001	 	
               Page
      5

            




    Lender
will consent to and acknowledge a reduction in the amount on deposit in the
Pledged Deposit Account and a reduction in the face amount of the Letter of
Credit by an amount equal to the applicable proportionate share of such
principal payment (76% of the amount of such principal payment with respect to
the Pledged Deposit Account and 24% of the amount of such principal payment with
respect to the Letter of Credit, subject to adjustment as set forth herein)
unless Bunge N.A. Holdings, Inc. and ICM Inc. jointly instruct Lender that said
reductions shall be made on a different basis.

    


    Lender
acknowledges and agrees that upon the request of Bunge N.A. Holdings, Inc. the
face amount of the Letter of Credit may be reduced from time to time provided a
corresponding deposit in an amount equal to said reduction is made by Bunge N.A.
Holdings, Inc. to the Pledged Deposit Account.  In such event, any
subsequent proportionate exercise of rights by Lender against funds on deposit
in the Pledged Deposit Account or the Letter of Credit and any proportionate
reductions in the amount on deposit in the Pledged Deposit Account and the face
amount of the Letter of Credit in the event of a principal payment shall be
adjusted accordingly.

    


    ATTORNEYS’ FEES;
EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that
amount.  This includes, subject to any limits under applicable law,
Lender’s reasonable attorneys’ fees and Lender’s reasonable legal expenses
whether or not there is a lawsuit, including reasonable attorneys’ fees and
expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), and appeals.  If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all other
sums provided by law.

    


    GOVERNING
LAW.  This Note will be governed by federal law applicable to Lender
and, to the extent not preempted by federal law, the laws of the State of
Missouri without regard to its conflicts of law provisions.  This Note
has been accepted by Lender in the State of Missouri.

    


    RIGHT OF SETOFF.  To
the extent permitted by applicable law, Lender reserves a right of setoff in all
Borrower’s accounts with Lender (whether checking, savings, or some other
account).  This includes all accounts Borrower holds jointly with
someone else and all accounts Borrower may open in the
future.  However, this does not include any IRA or Keogh accounts, or
any trust accounts for which setoff would be prohibited by
law.  Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the indebtedness against
any and all such accounts.

    


    LINE OF
CREDIT.  This Note evidences a straight line of
credit.  Once the total amount of principal has been advanced,
Borrower is not entitled to further loan advances.  Borrower agrees to
be liable for all sums advanced hereunder.

    


    SUCCESSOR
INTERESTS.  The terms of this Note shall be binding upon
Borrower, and upon Borrower’s successors and assigns, and shall inure to the
benefit of Lender and its successors and assigns.

    


    NOTICES.  Any notice
required to be given under this Note shall be given in writing, and shall be
effective when actually delivered, when actually received by telefacsimile
(unless otherwise required by law), when deposited with a nationally recognized
overnight courier, or, if mailed, when deposited in the United States mail, as
first class, certified or registered mail postage prepaid, directed to the
addresses shown near the beginning of this Note.  Either Lender or
Borrower may change its address for notices under this Note by giving formal
written notice to the other, specifying that the purpose of the notice is to
change the party’s address.  For notice purposes, Borrower agrees to
keep Lender informed at all times of Borrower’s current address.

    


    SEVERABILITY.  If a
court of competent jurisdiction finds any provision of this Note to be illegal,
invalid, or unenforceable as to any circumstance, that finding shall not make
the offending provision illegal, invalid, or unenforceable as to any other
circumstance.  If feasible, the offending provision shall be
considered modified so that it becomes legal, valid and
enforceable.  If the offending provision cannot be so modified, it
shall be considered deleted from this Note.  Unless otherwise required
by law, the illegality, invalidity, or unenforceability of any provision of this
Note shall not affect the legality, validity or enforceability of any other
provision of this Note.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
      	
            	
               PROMISSORY
      NOTE

            	
               Exhibit
      10.1

            
	 	
               (Continued)

            	 
	 Loan No.
      9001	 	
               Page
      6

            




    GENERAL
PROVISIONS.  If any part of this Note cannot be enforced, this
fact will not affect the rest of the Note.  Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing
them.  Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, demand for payment,
and notice of dishonor.  Upon any change in the terms of this Note,
and unless otherwise expressly stated in writing, no party who signs this Note,
whether as maker, guarantor, accommodation maker or endorser, shall be released
from liability.  All such parties agree that Lender may renew or
extend (repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender’s
security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone.  All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is
made.  The obligations under this Note are joint and
several.

    


    AMENDMENT AND
RESTATEMENT.  This Note amends and restates the Promissory Note
dated March 7, 2008 executed by Borrower in favor of Lender in the original
principal amount of $36,000,000 (the “Prior Note”).  The indebtedness
evidenced by the Prior Note and outstanding as of the date of this Line of
Credit Note is not extinguished hereby but continues hereunder.

    


    ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT
IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT.  TO PROTECT YOU
(BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY
AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH
IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS
WE MAY LATER AGREE IN WRITING TO MODIFY IT.

    


    JURY
WAIVER.  Lender and Borrower hereby waive the right to any jury trial
in any action, proceeding, or counterclaim brought by either Lender or Borrower
against the other.

    


    PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER
AGREES TO THE TERMS OF THE NOTE.

    


    BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

     

    
      
        
          
            
              
                
                  
                    	

                            SOUTHWEST
      IOWA RENEWABLE ENERGY, LLC

                          	 
	 	 
      

                            BORROWER:

                          	 
	
                            By:
      

                          	 /s/ 
      Mark Drake	 
	 	Mark Drake, Chief Executive
      Officer	 
	 	
                          	 
	 	 	 


                  

                

              

            

          

        

      

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
      	
            	
               PROMISSORY
      NOTE

            	
               Exhibit
      10.1

            
	 	
               (Continued)

            	 
	 Loan No.
      9001	 	
               Page
      7

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	

                                       

                                      Acknowledged
      and agreed to:

                                       

                                      
                                        LENDER:

                                      

                                    	 
	 	 	 
	
                                      By:
      

                                    	/s/ Jeffrey
      S. Potts    	 
	 	Jeffrey
      S. Potts	 
	 	Senior
      Vice President	 
	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          

        

      

    

    LASER PRO
Lending, Ver. 5.33.00.004  Copr. Harland Financial Solutions, Inc.
1997, 2008.   All Rights Reserved.   -
MO  J:\CFI\LPL\D20.FC  TR-136682  PR-18
(M)