0001144204-09-019130 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • April 6th, 2009 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri

THIS INTERCREDITOR AGREEMENT (the “Agreement”), dated as of March 31, 2009, is entered into by and between FCS Financial, PCA (“Lender”), for itself and as administrative agent with respect to the Senior Loan Agreements, as defined below; Ray-Carroll County Grain Growers, Inc., a Missouri cooperative association (“Ray-Carroll”); and Show Me Ethanol, LLC (“Borrower”).

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CONVERSION AGREEMENT
Conversion Agreement • April 6th, 2009 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri

THIS CONVERSION AGREEMENT (the “Agreement”), dated as of March 31, 2009, is entered into by and between Ray-Carroll County Grain Growers, Inc., a Missouri cooperative association (“Ray-Carroll”); and Show Me Ethanol, LLC (“SME”).

THIRD AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENT
Construction and Term Loan Agreement • April 6th, 2009 • Show Me Ethanol, LLC • Industrial organic chemicals

THIS THIRD AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENT (“Third Amendment”) dated as of the 31st day of March, 2009 (the “Effective Date”), is entered into by and between SHOW ME ETHANOL, LLC, a Missouri limited liability company (the “Borrower”) and FCS FINANCIAL, PCA, as agent (the “Agent”) for itself and on behalf of the other Banks.

SECURITY AGREEMENT by and between RAY CARROLL COUNTY GRAIN GROWERS, INC., as Creditor SHOW ME ETHANOL, LLC, as Borrower DATED AS OF MARCH 31, 2009
Security Agreement • April 6th, 2009 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri

THIS SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) made this 31st day of March, 2009 (the “Closing Date”) by and between Ray-Carroll County Grain Growers, Inc. as Creditor (“Creditor”), and Show Me Ethanol, LLC, having its principal place of business at 26530 Highway 24 East, Carrollton, MO 64633 (“Borrower”).

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • April 6th, 2009 • Show Me Ethanol, LLC • Industrial organic chemicals

THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Third Amendment”) is made as of the 31st day of March, 2009 (the “Effective Date”), by and between SHOW ME ETHANOL, LLC, a Missouri limited liability company (the “Borrower”) and FCS FINANCIAL, PCA, a federally chartered instrumentality (hereinafter referred to as “Lender”) (Lender and Borrower sometimes hereinafter collectively the “Parties”).

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