FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF SHOW ME ETHANOL, LLC DATED AS OF MARCH 29, 2010Operating Agreement • March 30th, 2010 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT of SHOW ME ETHANOL, LLC, a Missouri limited liability company (the “Company”), is effective as of March 29, 2010 (the “Effective Date”).
ESCROW AGREEMENTEscrow Agreement • January 27th, 2009 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIS ESCROW AGREEMENT (this “Agreement”) is by and between Show Me Ethanol, LLC (the “Company”) and the State Bank of Slater (“Escrow Agent”), and is executed and delivered as of January 26, 2009.
ETHANOL MARKETING CONTRACTEthanol Marketing Contract • August 6th, 2007 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIS AGREEMENT is entered into by and among Eco-Energy, Inc. (hereinafter “Eco”) a Tennessee Corporation with its main office located at 730 Cool Springs Blvd, Suite 130, Franklin, Tennessee 37067, and Show-Me Ethanol, Hwy 10 West, Richmond, MO 64085.
SECOND AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • March 31st, 2009 • Show Me Ethanol, LLC • Industrial organic chemicals
THIS AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENT (“Second Amendment”) dated as of the 30th day of December, 2008 (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.
GRAIN SUPPLY AGREEMENTGrain Supply Agreement • August 6th, 2007 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIS GRAIN SUPPLY AGREEMENT is made and entered into as of this first day of March, 2006, by and between Show Me Ethanol, LLC, a Missouri limited liability company (the “Company”), and Ray-Carroll Grain Growers, Inc., a Missouri cooperative association (the “Supplier”).
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 31st, 2009 • Show Me Ethanol, LLC • Industrial organic chemicals
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Second Amendment”) is made as of the 12th day of December, 2008 (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”).
FIRST AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • June 10th, 2008 • Show Me Ethanol, LLC • Industrial organic chemicals
THIS AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENT (“Amendment”) dated as of June 2, 2008, 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.
INTERCREDITOR AGREEMENTIntercreditor 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”).
LOAN AND SECURITY AGREEMENT by and among STATE BANK OF SLATER, as Agent THE HOLDERS FROM TIME TO TIME AS A PARTY HERETO, as Lenders SHOW ME ETHANOL, LLC, as Borrower DATED AS OF JUNE 5, 2008Loan and Security Agreement • June 10th, 2008 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIS LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) made this fifth day of June, 2008 (the “Closing Date”) by and among the State Bank of Slater as agent (“Agent”) and all lenders from time to time a party hereto (“Lenders”), and Show Me Ethanol, LLC, having its principal place of business at 26530 Highway 24 East, Carrollton, MO 64633 (“Borrower”).
CONVERSION AGREEMENTConversion 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 AGREEMENTConstruction 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.
AGREEMENT OF RIGHT OF FIRST PURCHASE AND RIGHT OF FIRST REFUSALRight of First Purchase and Right of First Refusal Agreement • October 4th, 2007 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIS AGREEMENT OF RIGHT OF FIRST PURCHASE AND RIGHT OF FIRST REFUSAL (the “Agreement”) is made effective as of the 30th day of April, 2007, by and between Show Me Ethanol, LLC, a Missouri limited liability company (“Show Me Ethanol”), with an address at Highway 10 West, Richmond, MO 64085, and Ray-Carroll County Grain Growers, Inc., a Missouri cooperative association (“Ray-Carroll”), with an address at Highway 10 West, P.O. Box 158, Richmond, MO 64085.
INTERCREDITOR/SUBORDINATION AGREEMENTIntercreditor/Subordination Agreement • June 10th, 2008 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIS INTERCREDITOR/SUBORDINATION AGREEMENT (the “Agreement”), dated as of June 5, 2008, by and among FCS Financial, PCA (“Lender”); the persons loaning funds to Borrower pursuant to the Purchase Agreement; a list of which is attached hereto as Exhibit A (each a “Subordinate Creditor” and collectively, “Subordinate Creditors”); and Show Me Ethanol, LLC (“Borrower”).
FOURTH AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • January 5th, 2010 • Show Me Ethanol, LLC • Industrial organic chemicals
THIS FOURTH AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENT (“Fourth Amendment”) dated as of the 31st day of December 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.
ContractSubordination Agreement • June 10th, 2008 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER SAID ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENT by and between RAY CARROLL COUNTY GRAIN GROWERS, INC., as Creditor SHOW ME ETHANOL, LLC, as Borrower DATED AS OF MARCH 31, 2009Security 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”).
SHOW ME ETHANOL, LLC PURCHASE AGREEMENTPurchase Agreement • June 10th, 2008 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIS PURCHASE AGREEMENT (this “Purchase Agreement”) is made by and between Show Me Ethanol, LLC, a Missouri limited liability company, (the “Company”), and the undersigned (“you” or the “Notes Investor”) subscribing to purchase 9% Subordinated Secured Promissory Notes of the Company (the “Notes”) pursuant to the terms of this Purchase Agreement and the annexes attached hereto.
CONSTRUCTION AND TERM LOAN AGREEMENT by and among SHOW ME ETHANOL, LLC and FCS FINANCIAL, PCA Administrative Agent and the Banks named herein dated as of MARCH 1, 2007Construction and Term Loan Agreement • August 6th, 2007 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIS CONSTRUCTION AND TERM LOAN AGREEMENT dated as of March 1, 2007, is entered into by and among SHOW ME ETHANOL, LLC, a Missouri limited liability company (the “Borrower”) and FCS FINANCIAL, PCA (“FCS”) and the additional commercial, banking or financial institutions whose signatures appear on the signature pages hereof or which hereafter become parties hereto pursuant to Section 8.07 of this Agreement (FCS and such other additional commercial, banking or financial institutions are sometimes referred to hereinafter collectively as the “Banks” and individually as a “Bank”), and FCS FINANCIAL, PCA, as agent (the “Agent”) for itself and the other Banks. In consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
REVOLVING CREDIT AGREEMENT by and between SHOW ME ETHANOL, LLC “Borrower” and FCS FINANCIAL, PCA “Lender”Revolving Credit Agreement • November 14th, 2007 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
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”).
PREPARED BY AND UPON RECORDATION RETURN TO: Bryan Cave LLPLeasehold Deed of Trust • June 10th, 2008 • Show Me Ethanol, LLC • Industrial organic chemicals • Missouri
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving 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”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 10th, 2008 • Show Me Ethanol, LLC • Industrial organic chemicals
THIS AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of the 2nd day of June, 2008 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”).
AGREEMENT BETWEEN OWNER AND DESIGN/BUILDER ON THE BASIS OF A STIPULATED PRICEConstruction Contract • April 30th, 2007 • Show Me Ethanol, LLC • Kansas
THIS AGREEMENT is made and entered into this 14th day of July, 2006 by and between Show Me Ethanol, LLC, a Missouri limited liability company (hereinafter called OWNER) and ICM, Inc., a Kansas corporation (hereinafter called DESIGN/BUILDER).
