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Title: |
Secured Promissory Note |
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Entities: |
One Earth Energy LLC |
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Date: |
2007 |
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Size: |
Preview shows 4KB of 18KB total |
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Price: |
$41 |
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ID: |
#2901491 |
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Start of
Preview |
SECURED PROMISSORY NOTE
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$6,000,000 |
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June 13, 2007 Gibson City, Illinois |
FOR VALUE RECEIVED, the undersigned, One Earth Energy, LLC, an Illinois limited liability company (the Maker), hereby unconditionally promises to pay to the order of Farmers Energy One Earth, LLC, an Ohio limited liability company (the Payee), or its designee, at such place as designated by the Payee, or at such other place or to such other party or parties as may be designated by the Payee from time to time, in lawful money of the United States of America, the principal amount of $6,000,000, or so much thereof as may be advanced to Maker hereunder (the Principal Amount), with interest accruing at 9% per annum, and secured in accordance with Paragraph 4 hereof.
1. Payments. This Secured Promissory Note (this Note) shall be due and payable in full, including the Principal Amount and all accrued and unpaid interest hereunder, commencing on the later to occur of: (a) the Maker breaking escrow under its federally registered offering (the Registered Offering) pursuant to a Registration Statement dated November 7, 2006; or (b) the Maker closing on its debt financing (the Debt Financing) with a commercial bank or other lender for the construction of the proposed ethanol facility in Gibson City, Illinois (the Facility), but in no event shall this Note be due and payable in full later than December 1, 2007.
2. Notation of Indebtedness and Payments. The Payee is authorized to record the date and amount of the indebtedness evidenced by this Note, and the date and amount of each payment and prepayment of principal hereof on any schedule annexed hereto and made a part hereof, or on a continuation thereof which shall be attached thereto and made a part hereof, and any such notation shall be conclusive and binding for all purposes absent manifest error; provided, however, that failure by the Payee to make any such notation shall not affect the obligations of the Maker hereunder.
3. Prepayment. This Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.
4. Security Interest. This Note is secured by: (i) a Security Agreement dated as of even date herewith (the Security Agreement) between the Maker and the Payee in all of the assets of the Maker; (ii) a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement dated as of even date herewith (the Tucker Mortgage) between Maker and Payee with respect to real estate owned by the Maker in Gibson City, Ford County, Illinois which was transferred to Maker by Edward E. Tucker; (iii) a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement dated as of even date herewith (the Gibson City Mortgage) between Maker and Payee with respect to real estate owned by the Maker in Gibson City, Ford County, Illinois which was transferred to Maker by Gibson City, an Illinois municipal corporation (Gibson City) in connection with an Option Agreement dated April 18,
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