REVOLVING CREDIT AGREEMENT

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SHOW ME ETHANOL, LLC | FCS FINANCIAL

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Title: REVOLVING CREDIT AGREEMENT
Governing Law: Missouri Date: 11/14/2007
Law Firm: Husch Eppenberger;Bryan Cave

REVOLVING CREDIT AGREEMENT

by and between

SHOW ME ETHANOL, LLC

“Borrower”

and

FCS FINANCIAL, PCA

“Lender”

TABLE OF CONTENTS

			Page

1.	DEFINITIONS		1
	1.1	General Definitions	1
	1.2	Index to Other Definitions	13
	1.3	Accounting Terms	13
	1.4	Others defined in Missouri Uniform Commercial Code	13

2.	LOANS		13
	2.1	Revolving Loan	13
	2.2	LC’s	14
	2.3	General Provisions	16
	2.4	Purposes	17

3.	INTEREST		18
	3.1	Interest	18
	3.2	Voluntary Conversion, Continuation or Rollover of Loans	18

4.	PAYMENTS; PREPAYMENTS; TERMINATION OF COMMITMENTS, ETC.		19
	4.1	Payment of Loans	19
	4.2	Optional Prepayments on the Loans	19
	4.3	Mandatory Principal Payments on the Revolving Loan	20
	4.4	Termination of the Commitments	20
	4.5	Term Loan	20

5.	REVOLVING LIBOR RATE LOANS; INCREASED COSTS; TAXES; ETC.		20
	5.1	Revolving LIBOR Rate Loans	20
	5.2	Increased Costs	21
	5.3	Funding Losses	21
	5.4	Capital Adequacy Requirements	22

6.	FEES		22
	6.1	Closing Fee with Respect to Revolving Loan Commitment	22
	6.2	Commitment Fee with Respect to Revolving Loan Commitment	23
	6.3	Additional Fees with Respect to LC’s	23
	6.4	Fees Not Interest; Nonpayment	23

7.	REPRESENTATIONS AND WARRANTIES		23
	7.1	Litigation and Proceedings	23
	7.2	Other Agreements	24
	7.3	Intellectual Property	24
	7.4	Title to Assets	24
	7.5	Tax Liabilities	24
	7.6	Existing Indebtedness and Producer Payables	25
	7.7	Other Names	25

	7.8	Subsidiaries	25
	7.9	Environmental Matters	25
	7.10	Bank Accounts	26
	7.11	No Consent	26
	7.12	Existence	26
	7.13	Authority/Eligibility	26
	7.14	Binding Effect	27
	7.15	Correctness of Financial Statements	27
	7.16	Employee Controversies	27
	7.17	Compliance with Laws and Regulations	27
	7.18	Solvency	27
	7.19	Pension Plans	28
	7.20	Margin Security	28
	7.21	Conflicting or Adverse Agreements or Restrictions	28
	7.22	Full Disclosure	28
	7.23	Survival of Warranties	29

8.	CONDITIONS		29
	8.1	Conditions to All Loans	29

9.	AFFIRMATIVE COVENANTS		32
	9.1	Compliance with Laws, etc.	32
	9.2	Visitation Rights; Project Examination	32
	9.3	Reporting Requirements	33
	9.4	Net Worth	34
	9.5	Minimum Debt Service Coverage Rate	34
	9.6	Minimum Working Capital	34
	9.7.	Minimum Equity Percentage	34
	9.8	Liens	34
	9.9	Landlord and Mortgagee Waivers	34
	9.10	Insurance	35
	9.11	Keeping Books and Records	35
	9.12	Warehouse Receipts	35
	9.13	Lender Fees	35
	9.14	Maintain Properties	35
	9.15	Collateral	35
	9.16	Borrower’s Equity	35
	9.17	Marketing Agreements	35
	9.18	Taxes	36

10.	NEGATIVE COVENANTS		36
	10.1	Liens, etc.	36
	10.2	Distributions, etc.	37
	10.3	Capital Expenditures; Capital Leases	37
	10.4	Consolidation, Merger, Dissolution, Etc.	37
	10.5	Indebtedness, etc.	37
	10.6	Change of Control	38

	10.7	Loans, Guaranties, etc.	38
	10.8	Subsidiaries; Affiliates	38
	10.9	Transfer of Assets	38
	10.10	Lines of Business	38
	10.11	Investments	38

11.	DEFAULT AND RIGHTS AND REMEDIES OF THE LENDER		39
	11.1	Acceleration	39
	11.2	Other Remedies	39

12.	MISCELLANEOUS		40
	12.1	Timing of Payments	40
	12.2	Attorneys’ Fees and Costs	40
	12.3	Expenditures by the Lender	40
	12.4	Lender’s Costs and Expenses as Additional Liabilities	41
	12.5	Claims and Taxes	41
	12.6	Inspection	41
	12.7	Examination of Banking Records	42
	12.8	Governmental Reports	42
	12.9	Reliance by the Lender	42
	12.10	Indemnification	42
	12.11	Parties	44
	12.12	Applicable Law; Severability	44
	12.13	SUBMISSION TO JURISDICTION; WAIVER OF BOND AND TRIAL BY JURY	44
	12.14	Application of Payments Waiver	45
	12.15	Marshalling; Payments Set Aside	45
	12.16	Section Titles	45
	12.17	Continuing Effect	45
	12.18	No Waiver	45
	12.19	Notices	46
	12.20	Maximum Interest	47
	12.21	Lender’s Reliance	47
	12.22	Counterparts	48
	12.23	Participations	48
	12.24	Credit Agreement Controls	48
	12.25	Confidentiality	48
	12.26	Independence of Covenants	49
	12.27	Amendments and Waivers	49
	12.28	FINAL AGREEMENT	49
	12.29	Privacy	49
	12.30	Customer Identification - USA Patriot Act Notice	50
	12.31	Survival	50

iii

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made as of the 6th day of November, 2007 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”).

WITNESSETH:

WHEREAS, Borrower has requested that Lender make loans, advances, extensions of credit and/or other financial accommodations to or for the benefit of the Borrower, and Lender is willing to do so on the terms and conditions herein contained;

NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions contained in this Agreement, and of any loans or extensions of credit or other financial accommodations at any time made to or for the benefit for the Borrower by Lender, the Borrower and Lender agree as follows:

1. DEFINITIONS .

1.1 General Definitions . When used herein, the following capitalized terms shall have the meaning indicated, whether used in the singular or the plural:

“ Account Debtor ” shall mean the party which is obligated on or under an Account or a General Intangible.

“ Accounts ” means all of the Borrower’s “Accounts”, as such term is defined in the UCC, including, without limitation, the aggregate unpaid obligations of customers and other account debtors to Borrower arising out of the sale or lease of goods or rendition of services by Borrower on an open account or deferred payment basis.

“ Affiliate ” shall mean any Person (other than a Borrower): (a) that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Borrower; (b) that directly or beneficially owns or holds ten percent (10%) or more of any class of the voting stock or other equity interest of the Borrower; (c) ten percent (10%) or more of the voting stock (or in the case of a Person which is not a corporation, ten percent (10%) or more of the equity interest) of which is owned directly or beneficially or held by the Borrower; or (d) that is a director, officer, manager or member of the Borrower. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, membership interests, by contract or otherwise; provided , however , in no event shall Lender Ray-Carroll Grain Growers, Inc., or Central Missouri Biofuels, LLC be deemed an Affiliate of the Borrower or any of their subsidiaries.

“ Applicable Margin ” shall mean (i) with respect to such portions of the Loan which are Revolving Base Rate Loans, the Base Margin and (ii) with respect to such portions of the Loan which Revolving LIBOR Rate Loans, the LIBOR Margin.

“ Base Rate ” shall mean the prime rate as reported on the 10 ^th day of the calendar month by the Wall Street Journal in its listing of money rates, defined therein as “the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks.” If a prime rate is not reported on the 10 ^th day of a calendar month, the prime rate reported on the first Business Day preceding the 10 ^th day of the calendar month will be used. The Base Rate shall be determined monthly, and any adjustment shall be effective as of the first day of the following calendar month.

“ Base Margin ” shall mean with respect to such portions of the Loan which are Base Rate Loans, 0%.

“ Borrower ” means Show Me Ethanol, LLC, a Missouri limited liability company.

“ Borrower’s Equity ” means all cash equity of the Borrower as contributed by its members.

“ Borrowing Base ” shall mean an amount determined and computed as set forth in Exhibit 1A .

“ Borrowing Base Certificate ” shall mean a certificate in the form of Exhibit 1B , signed as indicated thereon, setting forth the amount of the Borrower’s Borrowing Base.

“ Business Day ” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state in which the Lender’s office is located and, if such day relates to any LIBOR Rate, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

“ Closing Date ” shall mean November 6, 2007.

“ Closing Fee ” shall have the meaning set forth in Section 6.1 .

“ Collateral ” means and includes, without limitation, all property and assets granted as collateral security for the Loans, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, assignment of rents, deed of trust, assignment, pledge, chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract or otherwise.

“ Commitment ” shall mean the Revolving Loan Commitment and/or the LC Commitment and “ Commitments ” shall mean collectively, the Commitments of the Lender.

“ Compliance Certificate ” shall have the meaning set forth in Section 9.01(c) .

“ Current Assets ” shall mean the amount of Borrower’s combined current assets according to GAAP.

“ Current Liabilities ” shall mean the amount of Borrower’s combined current liabilities according to GAAP plus the current amount of the Term Loan outstanding.

“ DDGS ” means dried distillers grains, which, along with ethanol, will be produced by the Borrower.

“ Debt ” or “Indebtedness” shall mean (a) indebtedness for borrowed money or for the deferred purchase price of property or services; (b) obligations as lessee under leases which shall have been or should be, in accordance with GAAP, recorded as capital leases; (c) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against a loss in respect of, indebtedness or obligations of others of the kinds referred to in subsection (a) or (b) above or (f) below; (d) liabilities in respect of unfunded vested benefits under plans covered by ERISA; (e) indebtedness in respect of mandatory redemption or mandatory dividend rights on equity interests but excluding dividends payable solely in additional equity interests; and (f) all obligations of a person or entity, contingent or otherwise, for the payment of money under any noncompete, consulting or similar agreement entered into with the seller of a company or its assets or any other similar arrangements providing for the deferred payment of the purchase price for an acquisition permitted hereby or an acquisition consummated prior to the date hereof.

“ Debt Service Coverage Ratio ” means the ratio of (i) Net Income net of Income Taxes plus amortization and depreciation expense divided by (ii) the sum of Interest Expense and the scheduled principal payments on Long Term Debt (excluding any excess cash flow payments made by Borrower under the terms of the Term Loan Agreement), all as calculated based on the immediately preceding twelve-month period which ended on the calculation date.

“ Deed of Trust ” means that certain Deed of Trust of even date herewith, pursuant to which a mortgage interest shall be given by the Borrower to the Lender in the Real Property to secure payment of the Obligations.

“ Default ” shall mean the occurrence or existence of: (a) an event which, through the passage of time or the service of notice or both, would (assuming no action is taken by the Borrower or any other Person to cure the same) mature into a Matured Default; (b) an event which requires neither the passage of time nor the service of notice to mature into a Matured Default; (c) the occurrence of a breach or a default under any of the Loan Documents; or (d) the occurrence of a breach or a default under any other agreement at any time in existence between the Borrower and the Lender or between the Borrower and any third party and not otherwise included in (a) - (c) above, that would constitute a Material Adverse Effect.

“ Disposition ” or “ Dispose ” shall mean the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Dollars” and “$ ” shall mean lawful currency of the United States of America.

“ Eligible Accounts ” shall mean those Accounts which the Lender, in the exercise of reasonable discretion, determines are eligible for inclusion in the Borrowing Base at any particular time. Without limiting the foregoing, the following Accounts shall not be Eligible Accounts:

(a) any Account owing by an Account Debtor which is at any time unpaid for a period exceeding sixty (60) days after the original invoice date of the original invoice related thereto;

(b) Accounts which arise out of transactions with Affiliates;

(c) Account Debtors that are located outside the United States, unless such Accounts are covered by a letter of credit issued or confirmed by a bank acceptable to the Lender;

(d) Accounts which are subject to rights of set-off or counterclaim by the Account Debtor; and

(e) Accounts which in the Lender’s reasonable opinion may be subject to liens (other than liens permitted in Section 10.1(a)) or conflicting claims of ownership, whether such liens or conflicting claims are asserted or could be asserted by any Person.

(f) Accounts which in Lender’s sole discretion are deemed ineligible by Lender.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

" ERISA Affiliate " means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

" ERISA Event " means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

" Equity Interests " means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ Fiscal Year ” means the fiscal year of the Borrower, which shall be the twelve month period ending on or about December 31 ^st of each year.

“ GAAP ” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, which are applicable to the circumstances as of the date of determination.

“ General Intangibles ” shall mean all of the Borrower’s right, title and interest in and to any bank deposit accounts, customer deposit accounts, deposits, rights related to prepaid expenses, negotiable or nonnegotiable instruments or securities, chattel paper, choses in action, causes of action and all other intangible personal property of every kind and nature (other than Accounts), including without limitation, corporate or other business records, inventions, designs, patents, patent applications, trademarks, trade names, trade secrets, goodwill, registrations, copyrights, licenses, franchises, customer lists, tax refunds, tax refund claims, customs claims, guarantee claims, co-op memberships or patronage benefits, rights to any government subsidy, set aside, diversion, deficiency or disaster payment or payment in kind, water rights (including without limitation, water stock, ditch rights, well permits, water permits, applications and the like), easement rights, contract rights, contracts, leasehold interests in real and personal property and any security interests or other security held by or granted to the Borrower to secure payment by any Account Debtor of any of the Accounts, and any other “general intangibles” (as defined in the Code).

“ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including without limitation, any arbitration panel, any court or any commission.

“ Governmental Requirement ” shall mean any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement of any federal, state, county, municipal, parish, provincial or other Governmental Authority or any department, commission, board, court, agency or any other instrumentality of any of them (excluding any of the foregoing that relate to environmental standards or controls and occupational safety and health standards or controls).

“ Highest Lawful Rate ” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged, or received with respect to the Note or on other amounts, if any, payable to the Lender pursuant to this Agreement or any other Loan Documents, under laws applicable to the Lender which is presently in effect, or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“ Income Taxes ” means the applicable state, local or federal income tax of the Borrower on the Net Income of the Borrower.

“ Inventory ” shall mean any and all goods which shall at any time constitute “inventory” (as defined in the Code) or farm products of the Borrower, wherever located (including without limitation, goods in transit), or which from time to time are held for sale, lease or consumption, furnished under any contract of service or held as raw materials, work in process, finished inventory or supplies (including without limitation, packaging and/or shipping materials).

“ Investment ” shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such investment.

“ IRC ” shall mean the Internal Revenue Code of 1986, as amended, as in effect at any time, together with all regulations, rulings and interpretations thereof or thereunder issued by the Internal Revenue Service.

“ LC ” shall mean each letter of credit issued pursuant to this Agreement.

“ LC Commitment ” shall mean $5,000,000.00, as such amount may be reduced or terminated from time to time pursuant to Section 4.4 or 11.1 , less payments received with respect to the LC Obligations.

“ LC Obligations ” shall mean, at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the outstanding LC’s plus (b) the aggregate amount of drawings under LC’s which have not been reimbursed pursuant to Section 2.2(e) .

“ Liabilities ” shall mean any and all liabilities, obligations and indebtedness of the Borrower to the Lender of any and every kind and nature, at any time owing, arising, due or payable and however evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise (including without limitation, LC Obligations and obligations of performance) and whether arising or existing under this Agreement or any of the other Loan Documents or by operation of law.

“ LIBOR Interest Period ” shall mean, with respect to a Revolving LIBOR Rate Loan, the period of time for which the LIBOR Rate shall be in effect as to the Revolving LIBOR Rate Loan and which shall be a 1, 3 or 6 month period of time commencing with the borrowing date of the Revolving LIBOR Rate Loan or the expiration date of the immediately preceding LIBOR Interest Period, as the case may be, applicable to and ending on the effective date of any conversion, continuation or rollover made as provided in Section 3.2 as the Borrower may specify in a notice of borrowing delivered pursuant to Section 2.3 or a notice of conversion, continuation or rollover delivered pursuant to Section 3.2; provided, however , that: (a) any LIBOR Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; and (b) no LIBOR Interest Period for any portion of the Revolving Loan shall extend beyond the Maturity Date.

“ LIBOR Margin ” shall mean with respect to such portions of the Loan which are Revolving LIBOR Rate Loans, 2.50%.

“ LIBOR Rate ” (London Interbank Offered Rate) shall mean the London interbank offered rate per annum for one, three or six month deposits (as applicable) in United States dollars, as determined by the British Banker’s Association average of interbank offered rates for United States dollar deposits in the London market based on quotations at sixteen (16) major banks, as published in the “Money Rates” Section of The Wall Street Journal as of the applicable determination date; provided , if Lender determines that the foregoing source is unavailable for the applicable Interest Period, Lender shall determine LIBOR based on a new index which is based on comparable information; a Loan based on the LIBOR Rate shall hereinafter be a “LIBOR Rate Loan”.

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

" Loan Documents " means this Agreement, the Note, the Security Documents, and all other agreements, documents, instruments, and certificates of the Borrower delivered to, or in favor of, Lender under this Agreement or in connection herewith or therewith, including, without limitation, all agreements, documents, instruments, certificates and delivered in connection with the extension of Loans by Lender.

“ Loans ” shall mean all loans made pursuant to this Agreement, whether with respect to the Revolving Base Rate Loans or Revolving LIBOR Rate Loans.

“ Long Term Debt ” means Debt that matures more than one (1) year after the date of determination thereof.

“ Margin Accounts ” shall mean all futures contracts or funds and other property related to such futures contracts, which the Borrower or the Borrower’s authorized attorney-in-fact may acquire, accumulate, withdraw or pay out, and which may be held with any broker, including without limitation, any balance credited to any Margin Account upon its closing.

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the business, property, condition, (financial or otherwise), results of operations or business prospects of the Borrower, or (b) the ability of the Borrower to perform its respective obligations under the Loan Documents. For purposes of this Agreement, all determinations as to whether there has been a Material Adverse Effect shall be made by Lender in its reasonable discretion.

“ Matured Default ” shall mean the occurrence or existence of any one or more of the following events:

(a) the Borrower fails to pay any principal or interest pursuant to any of the Loan Documents at the time such principal or interest becomes due or is declared due and such failure continues for a period of ten (10) Business Days after written notice shall have been given to the Borrower by Lender;

(b) the Borrower fails to pay any of the Liabilities (other than principal and interest) on or before ten (10) Business Days after the Lender has notified the Borrower of the existence and amount of such Liabilities;

(c) the Borrower fails or neglects to perform, keep or observe any of the covenants, conditions, promises or agreements contained in Section 10 ;

(d) the Borrower fails or neglects to perform, keep or observe any of the covenants, conditions, promises or agreements applicable to Borrower contained in this Agreement or in any of the other Loan Documents (other than those covenants, conditions, promises and agreements referred to or covered in (a) , (b) or (c) above and other than the covenants set forth in Section 9.6 ), and such failure or neglect continues for more than thirty (30) days after the earlier of the date the Lender gives the Borrower written notice thereof or the date on which a corporate executive officers of the Borrower first learn of such failure or neglect, provided, however , that if the Borrower, despite its diligent efforts and the susceptibility of cure, has been unable to cure such default or neglect within such thirty (30) day grace period, the Borrower shall have an additional thirty (30) day period to effect such cure, provided, further , that such grace period shall not apply, and a Matured Default shall be deemed to have occurred and to exist immediately if such failure or neglect may not, in the Lender’s reasonable determination, be cured by the Borrower during such successive thirty (30) day grace periods;

(e) any warranty or representation at any time made by the Borrower in connection with this Agreement or any of the other Loan Documents is untrue or incorrect in any material respect when made, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time by or on behalf of the Borrower to the Lender is untrue or incorrect in any material respect on the date as of which the facts set forth therein are stated or certified and which shall not be cured within five (5) Business Days after written notice shall have been given to the Borrower by Lender.

(f) a final judgment in excess of $100,000.00 is rendered against the Borrower or any Subsidiary and such judgment remains unsatisfied and in effect for thirty (30) consecutive days without a stay of enforcement or execution, provided, however , that this clause (f) shall not apply to any judgment for which, and to the extent, the Borrower or such Subsidiary is insured and with respect to which the insurer has admitted liability in writing for such judgment to such extent;

(g) all or any material part of the Borrower’s or any Subsidiary’s assets come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors;

(h) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed against the Borrower [or any Subsidiary] and such proceeding is not dismissed within thirty (30) days of the date of its filing, or a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by the Borrower or any Subsidiary, or the Borrower [or any Subsidiary] makes an assignment for the benefit of creditors;

(i) the Borrower or any Subsidiary voluntarily or involuntarily dissolves or is dissolved;

(j) the Borrower [or any Subsidiary] is enjoined, restrained, or in any way prevented by the order of any court or any administrative or regulatory agency or by the termination or expiration of any permit or license, from conducting all or any material part of the Borrower’s business affairs, and such injunction, restraint or prevention would have a Material Adverse Effect;

(k) the Borrower [or any Subsidiary] fails to make any payment due or otherwise defaults on any other obligation for borrowed money in excess of $100,000.00 and the effects of such failure or default are to cause or permit the holder of such obligation or a trustee to cause such obligation to become due prior to its date of maturity;

(l) the Lender makes an expenditure under Section 12.3 and such amount shall not have been reimbursed to the Lender within two (2) Business Days following demand therefor;

(m) the occurrence of a default, an event of default or a matured default under any other agreement, instrument or document at any time entered into between the Borrower and the Lender which default, event of default or matured default has had or in the opinion of the Lender is likely to have a Material Adverse Effect;

(n) the Borrower fails or neglects to perform, keep or observe any of the covenants, conditions, promises or agreements contained in Section 9.6 , and such failure or neglect continues for more than thirty (30) days after such failure or neglect first occurs, provided, however , that such grace period shall not apply, and a Matured Default shall be deemed to have occurred and to exist immediately if such failure or neglect may not, in the Lender’s reasonable determination, be cured by the Borrower during such thirty (30) day grace period;

(o) any Financing Agreement, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Liabilities, ceases to be in full force and effect; or the Borrower or any other Person contests in any material manner the validity or enforceability of any Financing Agreement; or the Borrower denies that it has any or further liability or obligation under any Financing Agreement, or purports to revoice, terminate or rescind any Financing Agreement (including, without limitation, the Guaranty), or any Lien with respect to any material portion of the Collateral intended to be secured thereby ceases to be, or subject to Section 10.01, is not, valid, perfected and prior to all other Liens or is terminated, revoked or declared;

(p) Borrower discontinues doing business;

(q) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $100,000, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(r) Any default by Borrower under the terms of the Term Loan Agreement.

“ Maturity Date ” shall mean thirty-six (36) months from the date of the initial disbursement under this Agreement or the earlier date of termination in whole of the Commitment pursuant to Section 4.4 or 11.1 .

" Multiemployer Plan " means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Income ” means income from operations after all expenses, including salaries and bonuses determined according to GAAP.

“ Note ” shall mean the Revolving Note of the Borrower executed and delivered pursuant to this Agreement.

“ Obligations ” " means all obligations, indebtedness, and liabilities of the Borrower to the Lender arising pursuant to this Agreement or any of the Security Documents, whether now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, the obligation of the Borrower to repay all sums outstanding under this Agreement.

“ Pension Plan ” shall mean any employee pension benefit plan as defined in Section 3(2) of ERISA in which any personnel of the Borrower or an Affiliate which is under common control with the Borrower (within the meaning of Section 414 of the IRC) participate and which is subject to Title IV of ERISA or Section 412 of the IRC.

“ Person ” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, entity, party or government (whether national, federal, state, provincial, county, city municipal or otherwise, including without limitation, any instrumentality, division, agency, body or department thereof).

“ Project ” means any and all buildings, structures, fixtures or other improvements made to the Real Property as part of the construction of a 55mm gyps drymill ethanol plant in Carroll County, Missouri.

“ Real Property ” means that real property located in the County of Carroll, State of Missouri, owned by the Borrower, upon which the Project is to be constructed and which is described in Schedule 8.01(xv) .

“ Restricted Payment ” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other equity interest of Borrower or any Subsidiary, or any payment (whether in case, securities or other property), including any sinking fund or similar deposit on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other equity interest or of any option, warrant or other right to acquire any such capital stock or other equity interest.

“ Revolving Base Rate Loan ” shall mean any portion of the Revolving Loan which bears interest at a rate determined by reference to the Base Rate.

“ Revolving Liabilities ” shall mean that portion of the Liabilities consisting of principal of and/or interest on the Revolving Loan, plus the fees described in Section 6 applicable to the Revolving Loan.

“ Revolving LIBOR Rate Loan ” shall mean any portion of the Revolving Loan which bears interest at a rate determined by reference to the LIBOR Rate.

“ Revolving Loan ” shall have the meaning set forth in Section 2.1 .

“ Revolving Loan Available Amount ” shall mean, at any time, an amount equal to the excess of (a) the lesser of (i) the Borrowing Base or (ii) the Revolving Loan Commitment over (b)(i) the principal outstanding amount of the Revolving Loan plus (ii) the aggregate face amount of all outstanding LC’s.

“ Revolving Loan Commitment ” shall mean $5,000,000.00, as such amount may be reduced or terminated from time to time pursuant to Section 4.4 or 11.1 .

“ Security Documents ” shall mean any and all agreements, security agreements, deeds of trust, mortgages, chattel mortgages, pledges, guaranties, assignments of proceeds, assignments of income, assignments of contract rights, assignments of partnership interests, assignments of royalty interests, assignments of leases, assignments of easements, assignments of performance or other collateral assignments, completion or surety bonds, standby agreements, subordination agreements, undertakings and other documents, agreements, instruments and financing statements at any time executed and delivered by the Borrower or a third Person in connection with, or as security for the payment or performance of, the Note, any indebtedness renewed or extended by such Note and the Borrower’s obligations under this Agreement.

“ Start Up Date ” shall have the meaning set forth in Section 9.01(c) .

“ Subsidiary ” of a Person shall mean a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower.

“ Subordinated Debt ” shall mean any and all Debt of the Borrower held by any Person other than Lender or any Term Loan Lender.

“ Term Loan ” shall mean that certain loan from the Term Loan Lender to the Borrower in the amount of $48,000,000.00 made pursuant to that certain Construction and Term Loan Agreement dated as of the date hereof.

“ Term Loan Intercreditor Agreement ” shall have the meaning as set forth in Section 4.5.

“ Term Loan Agreement ” shall mean that certain Construction and Term Loan Agreement by and between Borrower and Term Loan Lender dated as of the date hereof.

“ Term Loan Lender ” shall mean FCS Financial, PCA and those Banks identified in the Term Loan Agreement.

“ Title Policy ” shall mean that certain ALTA mortgage title insurance policy issued by a title insurance company acceptable to Lender and as set forth in Section 8.1(b)(xv) .

“ Total Net Worth ” shall mean consolidated net worth, as determined according to GAAP, plus Subordinated Debt and less intangible assets.

“ Type ” shall mean with respect to a Revolving Loan, whether such Loan is a Revolving Base Rate Loan or a Revolving LIBOR Rate Loan.

“ Working Capital ” means current assets of Borrower less current liabilities of Borrower.

1.2 Index to Other Definitions . When used herein, the following capitalized terms shall have the meanings given in the indicated portions of this Agreement:

	Term	Location
	Agreement	introduction
	Application	Section 2.2(b)
	Code	Section 1.4
	Default Rate	Section 3.1(c)
	Environmental Laws	Section 7.9
	Excess	Section 12.20
	Lender	introduction
	Loan Account	Section 2.3
	UCP	Section 2.2(c)

1.3 Accounting Terms . Any accounting terms used in this Agreement which are not specifically defined in this Agreement shall have the meanings customarily given them in accordance with GAAP.

1.4 Others defined in Missouri Uniform Commercial Code . All other terms contained in this Agreement (which are not specifically defined in this Agreement) shall have the meanings set forth in the Uniform Commercial Code of Missouri (“Code”) to the extent the same are used or defined therein. `

2. LOANS .

2.1 Revolving Loan .

(a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, Lender agrees to extend a revolving credit loan (the “Revolving Loan”) to the Borrower by making loans to the Borrower on a revolving basis on any one or more Business Days prior to the Maturity Date, up to an aggregate principal amount not exceeding the Revolving Loan Available Amount on such Business Day. Within such limits and during such period and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow the Revolving Loan. Subject to Section 2.3 hereof, loans extended with respect to the Revolving Loan shall be comprised of Revolving Base Rate Loans and/or Revolving LIBOR Rate Loans as selected by the Borrower. The principal amount outstanding under the Revolving Loan Commitment shall not, at any time, exceed the Borrowing Base. If at any time the principal amount outstanding under the Revolving Loan Commitment exceeds the Borrowing Base, then the amount of such excess shall be immediately due and payable by the Borrower to the Lender. Notwithstanding the foregoing, the parties have agreed that Borrower may, request and obtain Two Million Dollars ($2,000,000.00) of the Revolving Loan Commitment without the requirement of sufficient Borrowing Base; provided, however, any request for funds under the Revolving Loan Commitment above Two Million Dollars ($2,000,000.00) of principal, outstanding at any time, shall not exceed the then available Borrowing Base. For purposes of illustration, should Borrower request an additional Two Million Five Hundred Thousand Dollars ($2,500,000.00) under the Revolving Loan Commitment, Borrower shall be required to document to Lender a Borrowing Base of Two Million Five Hundred Thousand Dollars, to receive the requested funds.

(b) The Borrower shall execute and deliver to the Lender to evidence the Revolving Loan made by the Lender under the Revolving Loan Commitment, a revolving credit note (a “Revolving Note”) which shall be (i) dated the date of the Closing Date; (ii) in the principal amount of the Revolving Loan Commitment; and (iii) in the form attached as Exhibit 2 , appropriately completed. The Lender shall post (i) the date and principal amount of each borrowing with respect to the Revolving Loan made under the Revolving Note; (ii) the Type of Revolving Loan; (iii) the rate of interest each such borrowing will bear; and (iv) each payment of principal thereon; provided, however , that any failure of the Lender to so post shall not affect the Borrower’s obligations thereunder.

2.2 LC’s .

(a) Subject to the terms and conditions of this Agreement, the Borrower may from time to time request that the Lender issue one or more LC’s for the Borrower’s account for any purpose acceptable to the Lender in its reasonable discretion; provided, however , that the Lender shall not issue any such LC if (i) such issuance would cause the LC Obligations to exceed $5,000,000.00 at the time of such issuance, (ii) the face amount of such LC exceeds the Revolving Loan Available Amount at the time of such issuance, or (iii) the proposed expiry date for the LC is on or after a date which is the earlier of (A) twelve (12) months after its date of issuance or (B) the Maturity Date.

(b) In order to effect the issuance of each LC, the Borrower shall deliver to the Lender a letter of credit application on such form as required by the Lender (the “Application”) not later than 2:00 p.m. St. Louis, Missouri time, five (5) Business Days prior to the proposed date of issuance of the LC. The Application shall be duly executed by a responsible officer of the Borrower, shall be irrevocable and shall (i) specify the day on which such LC is to be issued (which shall be a Business Day), and (ii) be accompanied by a certificate executed by a responsible officer, manager or member stating that all conditions precedent to such issuance have been satisfied and setting forth calculations evidencing availability for such LC as required pursuant to Section 2.2(a) .

(c) Upon receipt of the Application, and satisfaction of the applicable terms and conditions of this Agreement, and provided, however , that no Default or Matured Default exists, or would exist after giving effect to the issuance of the LC, the Lender shall issue such LC no later than the close of business, in St. Louis, Missouri, on the date so specified. The Lender shall provide the Borrower with a copy of the LC which has been issued. Each LC shall (i) provide for the payment of drafts presented for honor thereunder by the beneficiary in accordance with the terms thereof, when such drafts are accompanied by the documents described in the LC, if any, and (ii) to the extent not inconsistent with the express terms hereof or the applicable Application, be subject to the Uniform Customs and Practice for documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 (together with any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Lender, the “UCP”), and shall, as to matters not governed by the UCP, be governed by, and construed and interpreted in accordance with, the laws of the State of Missouri.

(d) Upon the presentment of a draft for honor under any LC by the beneficiary thereof which the Lender has determined is in compliance with the conditions for payment thereunder, the Lender shall promptly notify the Borrower of the intended date of honor of such draft, and the amount due and owing in respect of such draft shall automatically and without any action by any Person be due and payable by the Borrower to the Lender on the intended date of honor. Each drawing under any LC shall constitute a request by the Borrower to the Lender for a borrowing pursuant to Section 2.1(a) of the Revolving Loan in the amount of such drawing.

(e) The Borrower’s obligation to reimburse the Lender for the amount of any draft drawn under an LC shall be absolute, unconditional and irrevocable and shall be paid immediately to the Lender upon demand by the Lender, and otherwise strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation, the following circumstances:

(i) The existence of any claim, set-off, defense or other rights which the Borrower may have at any time against any beneficiary or any transferee of any LC (or any Person for whom any such beneficiary or any such transferee may be acting), the Lender or any other Person, whether in connection with this Agreement, any other Financing Agreement, the transactions contemplated herein or therein or any unrelated transaction, unless otherwise provided by the terms of such LC;

(ii) Any statement or any other document presented under any LC proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

(iii) Payment by the Lender under any LC against presentation of a draft or certificate which does not comply with the terms of such LC, provided, however , that such payment shall not have constituted gross negligence or willful misconduct of the Lender; and

(iv) Any other circumstances or event whatsoever, whether or not similar to the foregoing, provided, however , that such other circumstance or event shall not have been the result of gross negligence or willful misconduct of the Lender.

(f) The Borrower assumes all risks of the acts or omissions of the beneficiary and any transferee of each LC with respect to its use of such LC. The Lender shall not be liable or responsible for, and the Borrower indemnifies and holds the Lender harmless for: (i) the use which may be made of any LC or for any acts or omissions of the beneficiary and any transferee thereof in connection therewith, or (ii) the validity or genuineness of documents, or of any endorsement(s) thereon, even if such documents should, in fact prove to be in any or all respects invalid, fraudulent or forged, or any other circumstances whatsoever in making or failing to make payment, against Lender, except damages determined to have been caused by gross negligence or willful misconduct of the Lender in determining whether documents presented under an LC comply with the terms of such LC and there shall have been a wrongful payment as a result thereof; provided, however , that it is the intention of the Borrower to indemnify the Lender for the negligence of the Lender, other than negligence constituting gross negligence or willful misconduct. In furtherance and not in limitation of the foregoing, the Lender may accept documents that appear on their face to be in order, without responsibility for investigation, regardless of any notice or information to the contrary.

(g) In the event that any provision of an Application is inconsistent, or in conflict with, any provision of this Agreement, including provisions for the rate of interest applicable to draws thereunder, delivery of collateral or rights of set-off or any representations, warranties, covenants or any events of default set forth therein, the provisions of this Agreement shall govern.

(h) If any LC has an expiration date after the Maturity Date, and if the Lender shall not have agreed to extend the Revolving Loan Commitment through a date which is on or after the latest expiration date of any LC, then the Borrower shall deposit with the Lender cash collateral or other liquid collateral, of a type and in an amount which is satisfactory to Lender, in its sole discretion, provided, however , that cash in an amount equal to 105% of the face amount of all such LCs, is hereby agreed by the Lender to the satisfactory collateral as to type and amount.

2.3 General Provisions .

(a) Each borrowing under this Agreement shall in the case of any Revolving LIBOR Rate Loan be in an aggregate amount of not less than $1,000,000.00 or in incremental multiples of $1,000,000.00 in excess thereof. At the option of the Borrower, any borrowing may be comprised of two or more Types bearing different rates of interest; provided, however , that a Loan made on the first Business Day after the Closing Date shall bear interest from the date of such Loan at a rate per annum equal to the Base Rate in effect from time to time plus the Base Margin (if any), unless and until the Borrower gives notice under Section 3.2 . Each Loan shall be made upon prior written notice from the Borrower to the Lender delivered not later than 11:00 a.m. St. Louis, Missouri time on the Closing Date with respect to any Loans to be made on the first Business Day after the Closing Date, or with respect to any Loans to be made thereafter, on the same Business Day as the proposed Loans if such borrowing is with respect to a Loan which is a Revolving Base Rate Loan, or three Business Days prior to the proposed Loan if such borrowing is with respect to a Loan which is a Revolving LIBOR Rate Loan. Each such notice of borrowing with respect to the Loans shall be irrevocable and shall specify (i) the amount of the proposed borrowing; (ii) the date of the proposed borrowing; (iii) the Type; and (iv) with respect to any portion of the borrowing to be a Revolving LIBOR Rate Loan, the LIBOR Interest Period and the expiration date of each such LIBOR Interest Period. The Borrower shall give the Lender written (including facsimile) notice by the required time of any proposed borrowing. The Lender shall not incur any liability to the Borrower in acting upon any facsimile notice referred to above which the Lender believes in good faith to have been given by the Borrower, or for otherwise acting in good faith under this Section 2.3(a) .

(b) Loans may be made by the Lender on the Lender’s receipt of written notice from an authorized agent of Borrower, which shall be set forth in a Certificate of Borrower. Any such Loans shall be conclusively presumed to have been made to or for the benefit of the Borrower when the Lender believes in good faith that such notice was made by authorized persons, or when said Loans are deposited to the credit of the account of the Borrower regardless of the fact that Persons other than those authorized hereunder may have authority to draw against such account.

(c) The Lender shall maintain a loan account (“Loan Account”) on its books in which shall be recorded: (a) all borrowings with respect to the Revolving Loan; (b) all payments made by the Borrower on the Revolving Loan; and (c) all other appropriate debits and credits as provided in this Agreement, including without limitation, all fees, charges, expenses and interest. All entries in the Borrower’s Loan Account shall be made in accordance with the Lender’s customary accounting practices as in effect from time to time. In addition to monthly billings with respect to the Loans, the Lender shall send to the Borrower annual statements for the Loan Account. The Borrower promises to pay the amount reflected as owing by and under its Loan Account, as reflected on such monthly billings and annual statements, and all other obligations hereunder as such amounts become due or are declared due pursuant to the terms of this Agreement, unless the Borrower notifies the Lender within thirty (30) days after the Borrower’s receipt of such quarterly billing or annual statement, of a good faith dispute relating to the matter summarized on such quarterly billing or annual statement. In the absence of the Borrower’s timely written notice of a good faith dispute, each quarterly billing and annual statement for the Loan Account shall be rebuttable presumptive evidence of the amounts due and owing the Lender by the Borrower.

(d) All Loans to the Borrower, and all other debits and credits provided for in this Agreement, shall be evidenced by entries made by the Lender in its internal data control system showing the date and amount of each such debit or credit. Until such time as the Lender shall have rendered to the Borrower written statements of account as provided herein, the balance in the Borrower’s Loan Account, as set forth on the Lender’s most recent printout, shall be rebuttable presumptive evidence of the amounts due and owing the Lender by the Borrower.

2.4 Purposes .

The purpose of the Revolving Loan is to (i) fund proper corporate business purposes of Borrower, (ii) fund Borrower’s maintenance capital expenditures and (iii) issue letters of credit, and the proceeds of the Revolving Loan shall only be used by Borrower for such purposes. Each LC shall be issued for proper business purposes of Borrower.

3. INTEREST .

3.1 Interest .

The Borrower shall pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount shall be paid in full, at the times and at the rates per annum set forth below:

(a) So long as no Matured Default has occurred or is continuing, with respect to such portions of the Revolving Loan which consist of Revolving Base Rate Loans, a rate per annum equal to the sum of the Base Rate in effect from time to time plus the Base Margin (if any), payable monthly in arrears on the first Business Day of each month, and, with respect to any Revolving Base Rate Loans outstanding as of the Maturity Date, on the Maturity Date.

(b) So long as no Matured Default has occurred or is continuing, with respect to such portions of the Revolving Loan which consist of Revolving LIBOR Rate Loans, (i) in the case of one (1) and three (3) month LIBOR Rate Loans on the Maturity Date for the applicable LIBOR Rate Loan and (ii) in the case of six (6) month LIBOR Rate Loans on the first day of each calendar month during the LIBOR rate Loan and on the Maturity Date for such six (6) month LIBOR Rate Loan.

(c) After the occurrence of a Matured Default and for so long as such Matured Default is continuing, any amount due hereunder with respect to each Loan, under the Note or under any other Loan Documents, whether for principal, interest (to the extent permitted by applicable law), fees, expenses or otherwise, shall bear interest, from the date on which such Matured Default occurs and during the continuation of such Matured Default, payable on demand, at a rate per annum (the “Default Rate”) equal to the sum of two percent (2.0%) per annum plus the rate in effect with respect thereto immediately prior to the occurrence of the Matured Default.

(d) All computations of interest with respect to any Base Rate Loan shall be based on a year of 365 or 366 days, as the case may be. All other calculations of interest and fees under this Agreement, including, without limitation, computation of interest with respect to any LIBOR Rate Loan, shall be based on a year of 360 days. Interest shall be charged with respect to the Revolving Loan for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

3.2 Voluntary Conversion, Continuation or Rollover of Loans .

The Borrower may on any Business Day, upon the Borrower’s written (including facsimile) notice to the Lender (i) in the case of a Base Rate Loan, continue or rollover the existing Base Rate Loan into a new Base Rate Loan, not later than 11:00 a.m., St. Louis, Missouri time, on the day of the proposed continuation or rollover or (ii) in the case of all other Types of Loans, not later than 2:00 p.m. St. Louis, Missouri time on the day which is three (3) Business Days prior to the date of any proposed conversion, continuation or rollover, convert Loans from one Type to another Type, or roll over or continue a Loan, provided, however , that (a) with respect to any conversion, continuation or rollover of a Loan, no Default or Matured Default shall have occurred and be continuing, (b) with respect to any facsimile notice of Loan conversion, continuation or rollover, the Borrower shall promptly confirm such notice by sending the original notice to the Lender, and (c) any continuation, conversion or rollover of a Revolving LIBOR Rate Loan to which a LIBOR Interest Period applies for the same or a different LIBOR Interest Period or into a different Type of Loan shall be made on, and only on, the last day of the LIBOR Interest Period applicable to such Loan. Each such notice of conversion, continuation or rollover shall specify therein (d) the requested date of such conversion, continuation or rollover, (e) the Loans requested to be converted, continued or rolled over, and (f) if such conversion, continuation or rollover is into or is with respect to a Revolving LIBOR Rate Loan, the duration of the requested LIBOR Interest Period for each such Loan. Each such notice shall be irrevocable and binding on the Borrower. If the Borrower shall fail to give a notice of conversion, continuation or rollover with respect to any Revolving LIBOR Rate Loan as set forth above, such Loan shall automatically convert to a Revolving Base Rate Loan on the last day of the LIBOR Interest Period applicable thereto.

4.	PAYMENTS; PREPAYMENTS; TERMINATION OF COMMITMENTS, ETC.

4.1 Payment of Loans .

The Borrower shall make each payment hereunder and under the Note not later than 2:00 p.m. St. Louis, Missouri time on the day when due in lawful money of the United States and in immediately available funds to the Lender.

4.2 Optional Prepayments on the Loans .

The Borrower may at any time prepay the outstanding principal amount of any Loan, in whole or in part, in accordance with this Section 4.2 . The Borrower shall give prior written notice of any such prepayment to the Lender, which notice shall state the proposed date of such prepayment (which shall be a Business Day) and which notice shall be delivered to the Lender not later than 2:00 p.m. St. Louis, Missouri time, (a) with respect to any portion of Revolving Loan which is a Revolving Base Rate Loan, on the date of prepayment, and (b) with respect to any portion of the Revolving Loan which is a Revolving LIBOR Rate Loan, three (3) Business Days prior to the date of prepayment, which written notice shall specify the portion of the Loans to be prepaid and the aggregate amount of the prepayment. All prepayments of Revolving LIBOR Rate Loans shall be made together with accrued and unpaid interest (if any) to the date of such prepayment on the principal amount prepaid, together with funding losses incurred by the Lender under Section 5.3 with respect to such prepayment. Such notice shall be irrevocable and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice, together with, in the case of Revolving LIBOR Rate Loans, accrued and unpaid interest (if any) on the principal amount prepaid and any amounts due under Section 5.3 . The Borrower shall have no right to prepay the principal amount of any Loan other than as provided in this Section 4.2 .

4.3 Mandatory Principal Payments on the Revolving Loan . The Borrower shall pay to Lender the principal payments on the Revolving Loan as required by the Note.

4.4 Termination of the Commitments .

(a) The Lender shall have the right, without notice to the Borrower, to terminate the Commitments immediately upon a Matured Default. In addition, the Revolving Loan Commitment and the LC Commitment shall be deemed immediately terminated and all of the Revolving Loan Liabilities shall be immediately due and payable, without notice to Borrower, on the Maturity Date. In the event any of the Commitments are terminated, the remainder of this Agreement shall remain in full force and effect until the indefeasible full payment and full satisfaction of the Revolving Loan. Notwithstanding the foregoing, in the event that a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by or against the Borrower or the Borrower makes an assignment for the benefit of creditors, this Agreement shall be deemed to be terminated immediately, and all of the Liabilities shall automatically become immediately due and payable, provided , however , that in the event of a proceeding against the Borrower is dismissed within thirty (30) days of the date of its filing, then the Agreement shall be deemed to be reinstated as of the date the order of dismissal becomes final and the Lender is given notice thereof.

(b) The Borrower shall have the right, upon at least five (5) Business Days’ notice to the Lender, to terminate the Commitments in whole or in part.

4.5 Term Loan .

Lender acknowledges that all or a portion of the Collateral shall be secured equally and ratably with the Term Loan on the same lien priority basis. In connection therewith, as of the Closing Date, Lender, and the Term Loan Lender shall execute and enter into an intercreditor agreement in form and substance substantially identical to Exhibit 4.5 attached hereto (the “Term Loan Intercreditor Agreement”). The aggregate outstanding principal balance of the Term Loan shall not exceed $48,000,000.00. All proceeds received by the Lender from the sale or other liquidation of the Collateral in the event of a Matured Default shall be applied by Lender to the unpaid amounts of the Obligations hereunder and the unpaid amount of the Term Loan, in pari passu without priority.

5.	REVOLVING LIBOR RATE LOANS; INCREASED COSTS; TAXES; ETC.

5.1 Revolving LIBOR Rate Loans .

Anything in this Agreement to the contrary notwithstanding:

(a) If the introduction of or any change in or the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for the Lender to perform its obligations to make Revolving LIBOR Rate Loans or to fund or maintain Revolving LIBOR Rate Loans (whether or not such assertion carries the force of law), the obligation of the Lender to make, rollover or to convert Loans into Revolving LIBOR Rate Loans shall be suspended until the Lender shall notify the Borrower that the circumstances causing such suspension no longer exist, and any existing Revolving LIBOR Rate Loans shall automatically convert, on and as of the date of such notification, into Revolving Base Rate Loans; provided that the Lender represents and warrants to the Borrower that it has no actual knowledge that it would be unlawful for the Lender to make Revolving LIBOR Rate Loans as c

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