PROMISSORY NOTE

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.

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:

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. Hold