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, 2008

     

    
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      
        	 	 	 	
                Page

              
	
                1.

              	
                DEFINITIONS.

              	
                1

              
	 	 	 
	
                2.

              	
                LOANS.

              	
                5

              
	 	 	 	 
	 	
                2.1.

              	
                Repayments.

              	
                5

              
	 	
                2.2.

              	
                Notes.

              	
                5

              
	 	 	 
	
                3.

              	
                INTEREST,
                  FEES AND CHARGES.

              	
                5

              
	 	 	 	 
	 	
                3.1.

              	
                Interest
                  Rate-Revolving Loans.

              	
                5

              
	 	
                3.2.

              	
                Fees
                  And Charges.

              	
                5

              
	 	
                3.3.

              	
                Taxes.

              	
                6

              
	 	
                3.4.

              	
                Maximum
                  Interest.

              	
                7

              
	 	 	 
	
                4.

              	
                COLLATERAL.

              	
                8

              
	 	 	 	 
	 	
                4.1.

              	
                Grant
                  of Security Interest to Agent.

              	
                8

              
	 	
                4.2.

              	
                Leasehold
                  Deed of Trust.

              	
                9

              
	 	
                4.3.

              	
                Other
                  Security.

              	
                9

              
	 	 	 
	
                5.

              	
                PRESERVATION
                  OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS
                  THEREIN.

              	
                9

              
	 	 	 	 
	 	
                5.1.

              	
                Agent’s
                  Enforcement Rights with Respect to Accounts.

              	
                10

              
	 	
                5.2.

              	
                Application
                  of Proceeds.

              	
                10

              
	 	
                5.3.

              	
                Information.

              	
                10

              
	 	 	 
	
                6.

              	
                REPRESENTATIONS
                  AND WARRANTIES.

              	
                10

              
	 	 	 	 
	 	
                6.1.

              	
                Locations.

              	
                11

              
	 	
                6.2.

              	
                Organization,
                  Authority and No Conflict.

              	
                11

              
	 	
                6.3.

              	
                Names
                  and Trade Names.

              	
                11

              
	 	
                6.4.

              	
                Enforceability.

              	
                11

              
	 	
                6.5.

              	
                Solvency.

              	
                12

              
	 	 	 
	
                7.

              	
                AFFIRMATIVE
                  COVENANTS.

              	
                12

              
	 	 	 	 
	 	
                7.1.

              	
                Maintenance
                  of Records.

              	
                12

              
	 	
                7.2.

              	
                Notices.

              	
                12

              
	 	
                7.3.

              	
                Insurance.

              	
                13

              
	 	
                7.4.

              	
                Collateral.

              	
                14

              
	 	
                7.5.

              	
                Use
                  of Proceeds.

              	
                14

              
	 	
                7.6.

              	
                Taxes.

              	
                14

              
	 	
                7.7.

              	
                Intellectual
                  Property.

              	
                15

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      


      
        	 	
                7.8.

              	
                Patriot
                  Act, Bank Secrecy Act and Office of Foreign Assets
                  Control.

              	
                15

              
	 	 	 
	
                8.

              	
                DEFAULT.

              	
                15

              
	 	 	 	 
	 	
                8.1.

              	
                Payment.

              	
                15

              
	 	
                8.2.

              	
                Breach
                  of this Agreement and the Other Loan Documents.

              	
                15

              
	 	
                8.3.

              	
                Breaches
                  of Other Obligations.

              	
                15

              
	 	
                8.4.

              	
                Breach
                  of Representations and Warranties.

              	
                16

              
	 	
                8.5.

              	
                Loss
                  of Collateral.

              	
                16

              
	 	
                8.6.

              	
                Levy,
                  Seizure or Attachment.

              	
                16

              
	 	
                8.7.

              	
                Bankruptcy
                  or Similar Proceedings.

              	
                16

              
	 	
                8.8.

              	
                Appointment
                  of Receiver.

              	
                16

              
	 	
                8.9.

              	
                Judgment.

              	
                17

              
	 	
                8.10.

              	
                Dissolution
                  of Borrower.

              	
                17

              
	 	
                8.11.

              	
                Material
                  Adverse Effect.

              	
                17

              
	 	 	 
	
                9.

              	
                REMEDIES
                  UPON AN EVENT OF DEFAULT; APPLICATION OF
                  PROCEEDS.

              	
                17

              
	 	 	 	 
	 	
                9.1.

              	
                Acceleration
                  of Liabilities.

              	
                17

              
	 	
                9.2.

              	
                Other
                  Rights and Remedies.

              	
                17

              
	 	
                9.3.

              	
                Rights
                  and Remedies Cumulative.

              	
                18

              
	 	
                9.4.

              	
                Application
                  of Proceeds.

              	
                18

              
	 	 	 
	
                10.

              	
                SETTLEMENTS,
                  DISTRIBUTIONS AND APPORTIONMENT OF PAYMENTS.

              	
                18

              
	 	 	 	 
	 	
                10.1.

              	
                Settlements.

              	
                18

              
	 	
                10.2.

              	
                Return
                  of Payments.

              	
                19

              
	 	
                10.3.

              	
                Sharing
                  of Payments.

              	
                19

              
	 	 	 
	
                11.

              	
                AGENT.

              	
                19

              
	 	 	 	 
	 	
                11.1.

              	
                Appointment
                  of Agent.

              	
                19

              
	 	
                11.2.

              	
                Nature
                  of Duties of Agent.

              	
                20

              
	 	
                11.3.

              	
                Delegation
                  of Duties.

              	
                21

              
	 	
                11.4.

              	
                Lack
                  of Reliance on Agent.

              	
                21

              
	 	
                11.5.

              	
                Certain
                  Rights of Agent.

              	
                22

              
	 	
                11.6.

              	
                Reliance
                  by Agent.

              	
                22

              
	 	
                11.7.

              	
                Indemnification
                  of Agent.

              	
                23

              
	 	
                11.8.

              	
                Holders
                  of Notes.

              	
                23

              
	 	
                11.9.

              	
                Successor
                  Agent.

              	
                24

              
	 	
                11.10.

              	
                Collateral
                  Matters.

              	
                24

              
	 	
                11.11.

              	
                Actions
                  with Respect to Defaults.

              	
                26

              
	 	
                11.12.

              	
                Restriction
                  on Actions by Lenders.

              	
                26

              
	 	
                11.13.

              	
                Delivery
                  of Information.

              	
                26

              
	 	
                11.14.

              	
                Demand.

              	
                27

              
	 	
                11.15.

              	
                Notice
                  of Default.

              	
                27

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      


      
        	
                12.

              	
                ASSIGNABILITY.

              	
                27

              
	 	 	 
	
                13.

              	
                AMENDMENTS,
                  ETC.

              	
                29

              
	 	 	 
	
                14.

              	
                NONLIABILITY
                  OF AGENT AND LENDERS.

              	
                30

              
	 	 	 
	
                15.

              	
                INDEMNIFICATION.

              	
                30

              
	 	 	 
	
                16.

              	
                NOTICE.

              	
                31

              
	 	 	 
	
                17.

              	
                CHOICE
                  OF GOVERNING LAW; CONSTRUCTION; FORUM SELECTION.

              	
                32

              
	 	 	 
	
                18.

              	
                HEADINGS
                  OF SUBDIVISIONS.

              	
                33

              
	 	 	 
	
                19.

              	
                POWER
                  OF ATTORNEY.

              	
                33

              
	 	 	 
	
                20.

              	
                CONFIDENTIALITY.

              	
                34

              
	 	 	 
	
                21.

              	
                COUNTERPARTS.

              	
                34

              
	 	 	 
	
                22.

              	
                WAIVER
                  OF JURY TRIAL; OTHER WAIVERS.

              	
                34

              
	 	 	 
	
                23.

              	
                STATUTORY
                  NOTICE.

              	
                35

              


      

    


    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    LOAN
      AND SECURITY AGREEMENT

     

    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”).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      Borrower has requested Loans from the Lenders, and the parties wish to provide
      for the terms and conditions upon which such Loans shall be made.

     

    NOW,
      THEREFORE, in consideration of any Loan (including any Loan by renewal or
      extension) hereafter made to Borrower by Lenders, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged by Borrower, the parties agree as follows:

     

    
      
        1. 
          DEFINITIONS.

      

    

     

    “Account”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Account
      Debtor”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Agent”
shall
      mean the State Bank of Slater in its capacity as agent on behalf of Lenders
      pursuant to the terms hereof and any replacement or successor agent
      hereunder.

     

    “Assignment
      and Acceptance”
shall
      have the meaning in Section
      12
      hereof.

     

    “Business
      Day”
shall
      mean any day other than a Saturday, a Sunday or any day on which banks in Kansas
      City, Missouri are required or permitted to close.

     

    “Chattel
      Paper”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Collateral”
shall
      mean all of the property of Borrower described herein, together with all other
      real or personal property of Borrower or any other Person now or hereafter
      pledged to Agent, for the benefit of Agent and Lenders, to secure, either
      directly or indirectly, repayment of any of the Liabilities.

     

    “Deposit
      Accounts”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Documents”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Environmental
      Laws”
shall
      mean all federal, state, district, local and foreign laws, rules, regulations,
      ordinances, and consent decrees relating to health, safety, hazardous
      substances, pollution and environmental matters, as now or at any time hereafter
      in effect, applicable to Borrower’s business or facilities owned or operated by
      Borrower, including laws relating to emissions, discharges, releases or
      threatened releases of pollutants, contamination, chemicals, or hazardous,
      toxic
      or dangerous substances, materials or wastes into the environment (including,
      without limitation, ambient air, surface water, ground water, land surface
      or
      subsurface strata) or otherwise relating to the generation, manufacture,
      processing, distribution, use, treatment, storage, disposal, transport or
      handling of Hazardous Materials.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Equipment”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Escrow
      Agreement”
      shall
      mean the escrow agreement entered into the date hereof by and among the Lenders,
      the Borrower and the State Bank of Slater, acting as Escrow
      Agreement.

     

    “Event
      of Default”
shall
      have the meaning specified in Section
      8
      hereof.

     

    “Federal
      Funds Rate”
shall
      mean, for any day, a fluctuating interest rate equal, for each day during such
      period, to the weighted average of the rates on overnight Federal funds
      transactions with members of the Federal Reserve System arranged by Federal
      funds brokers, as published for such day (or if such day is not a Business
      Day,
      for the next preceding Business Day) by the Federal Reserve Bank of New York,
      or
      if such rate is not published for any day which is a Business Day, the average
      of the quotations for such day on such transactions received by Agent from
      three
      (3) Federal funds brokers or recognized standing selected by Agent, Agent’s
      determination shall be conclusive absent manifest error.

     

    “Fixtures”
shall
      have the meaning ascribed to such term in the UCC.

     

    “General
      Intangibles”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Goods”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Hazardous
      Materials”
shall
      mean any hazardous, toxic or dangerous substance, materials and wastes,
      including, without limitation, hydrocarbons (including naturally occurring
      or
      man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea
      formaldehyde insulation, radioactive materials, biological substances,
      polychlorinated biphenyls, pesticides, herbicides and any other kind and/or
      type
      of pollutants or contaminants (including, without limitation, materials which
      include hazardous constituents), sewage, sludge, industrial slag, solvents
      and/or any other similar substances, materials, or wastes and including any
      other substances, materials or wastes that are or become regulated under any
      Environmental Law (including, without limitation any that are or become
      classified as hazardous or toxic under any Environmental Law).

     

    “Indemnified
      Party”
shall
      have the meaning specified in Section
      15
      hereof.

     

    “Instruments”
shall
      have the meaning ascribed to such term in the UCC.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Inventory”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Investment
      Property”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Leasehold
      Dead of Trust”
      shall
      mean that Missouri Leasehold Deed of Trust, Assignment of Rents and Security
      Agreement by and among the trustee named therein and Borrower as grantor, dated
      the date hereof.

     

    “Lenders”
shall
      have the meaning set forth in the preamble hereto.

     

    “Liabilities”
shall
      mean any and all obligations, liabilities and indebtedness of Borrower to Agent
      and each Lender or to any parent, affiliate or subsidiary of Agent and each
      Lender of any and every kind and nature, howsoever created, arising or evidenced
      and howsoever owned, held or acquired, whether now or hereafter existing,
      whether now due or to become due, whether primary, secondary, direct, indirect,
      absolute, contingent or otherwise (including, without limitation, obligations
      of
      performance), whether several, joint or joint and several, arising under the
      Loan Documents including, without limitation, principal, interests, fees, costs,
      expenses, Hedging Obligations and indemnification obligations (and including
      the
      payment of interest and other amounts which would accrue and become due during
      a
      proceeding under the United States Bankruptcy Code or any similar statute,
      whether or not such amounts are allowed or allowable in whole or in part in
      such
      proceeding).

     

    “Loan
      Documents”
shall
      mean this Agreement, the Leasehold Deed of Trust, the Notes, all Purchase
      Agreements, the Escrow Agreement and all other agreements, instruments and
      documents, including, without limitation, guaranties, mortgages, trust deeds,
      pledges, powers of attorney, consents, assignments, contracts, notices, security
      agreements, leases, financing statements, bank account agreements, banking
      and
      related services or cash management agreements and all other writings
      heretofore, now or from time to time hereafter executed by or on behalf of
      Borrower or any other Person and delivered to Agent and/or any Lender or to
      any
      parent, Affiliate or subsidiary of Agent and/or any Lender in connection with
      the transactions contemplated hereby, as each of the same may be amended,
      modified or supplemented from time to time.

     

    “Loans”
shall
      mean all loans and advances made by Lenders to or on behalf of Borrower
      hereunder.

     

    “Material
      Adverse Effect”
shall
      mean (i) a material adverse change in, or a material adverse effect on the
      business, property, assets, operations or prospects of Borrower as determined
      by
      Agent or Requisite Lenders in their sole discretion, determined in good faith,
      (ii) a material impairment of the ability of Borrower to perform any of its
      obligations under the Loan Documents as determined by Agent or Requisite Lenders
      in their sole discretion, determined in good faith, (iii) a material adverse
      effect upon the Collateral or its value as determined by Agent or Requisite
      Lenders in their sole discretion, determined in good faith, or (iv) a material
      impairment of the enforceability or priority of Agent’s liens upon the
      Collateral or the legality, validity, binding effect or enforceability of the
      Loan Documents as determined by Agent or Requisite Lenders in their sole
      discretion, determined in good faith.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Maturity
      Date”
shall
      mean the first business day two years after the Closing Date.

     

    “Non-U.S.
      Participant”
shall
      have the meaning specified in subsection 3.3(b).

     

    “Notes”
      shall
      mean the 9% subordinated secured notes issued by Borrower on the date
      hereof.

     

    “Other
      Agreements”
shall
      mean the Loan Documents.

     

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

     

    “Pro
      Rata Share”
shall
      mean at any time, with respect to any Lender, a fraction (expressed as a
      percentage in no more than nine (9) decimal places) that represents the amount
      owed to a specific Lender on a Note over amounts owed to all Lenders on the
      Note(s).

     

    “Proceeds”
shall
      have the meaning ascribed to such term in the UCC.

     

    “Purchase
      Agreement” shall
      mean that purchase agreement by and among Borrower as issuer of the Notes and
      the investors thereto, executed on the date hereof.

     

    “Register”
shall
      have the meaning set forth in subsection
      12(d)
      hereof.

     

    “Requisite
      Lenders”
shall
      mean, at any time, Lenders having Pro Rata Shares with respect to all Loans
      aggregating at least one hundred percent (100%) at such time there are three
      (3)
      or fewer Lenders, and sixty-six and two-thirds percent (66 2/3%) at such time
      there are four (4) or more Lenders.

     

    “Senior
      Loan Agreements”
shall
      mean that certain Construction and Term Loan Agreement by and among Borrower,
      FCS Financial, PCA, as administrative agent, and the banks named therein, dated
      as of March 1, 2007 and that certain Revolving Credit Agreement by and between
      Borrower and FCS Financial, PCA, dated November 6, 2007.

     

    “Senior
      Loan Documents”
shall
      mean the Senior Loan Agreements, the promissory note evidencing the loan made
      by
      the Senior Loan Agreements, a deed of trust in support of the loan made under
      the Senior Loan Agreement, and all other instruments and documents executed
      and
      delivered by Borrower, as amended from time to time, and any renewal and
      extensions thereof.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    “Subordination
      Agreement”
shall
      mean that Intercreditor/Subordination Agreement by and among FCS Financial,
      PCA,
      the Borrower and the Lenders dated the date hereof.

     

    “Subsidiary”
shall
      mean any corporation of which more than fifty percent (50%) of the outstanding
      capital stock having ordinary voting power to elect a majority of the board
      of
      directors of such corporation (irrespective of whether at the time stock of
      any
      other class of such corporation shall have or might have voting power by reason
      of the happening of any contingency) is at the time, directly or indirectly,
      owned by Borrower, or any partnership, joint venture or limited liability
      company of which more than fifty percent (50%) of the outstanding equity
      interests are at the time, directly or indirectly, owned by Borrower or any
      partnership of which Borrower is a general partner.

     

    “Supermajority
      Lenders”
shall
      mean, at any time, Lenders having Pro Rata Shares with respect to all Loans
      aggregating at least seventy-five percent (75%).

     

    “Supporting
      Obligations”
shall
      have the meaning ascribed to such term in the UCC.

     

    “UCC”
shall
      mean the Uniform Commercial Code as in effect in Missouri from time to
      time.

     

    
      
        2. 
          LOANS.

      

    

     

    2.1. Repayments.

     

    The
      Liabilities shall be paid in accordance with the provisions of the Notes and
      any
      and all outstanding and unpaid Liabilities (including, but not limited to,
      unpaid principal and all accrued and unpaid interest) shall be repaid in full
      on
      the Maturity Date.

     

    Borrower
      hereby authorizes Agent, in its sole discretion, to charge any of Borrower’s
      accounts to make any payments of principal, interest, fees, costs or expenses
      required to be made under this Agreement or the other Loan
      Documents.

     

    2.2. Notes.

     

    The
      Loans
      shall be evidenced by the Notes.

     

    
      
        3. 
          INTEREST,
          FEES AND CHARGES.

      

    

     

    3.1. Interest
      Rate-Revolving Loans.

     

    (a) Subject
      to the terms and conditions set forth below, the Loans shall bear interest
      at
      nine percent (9%) per annum.

     

    3.2. Fees
      And Charges.

     

    (a) Agent’s
      Fees:
      Borrower shall pay to Agent the fees of $25,000.00 plus all attorneys’ fees
      incurred by Agent in connection with the negotiation, documentation and
      consummation of this Agreement, the other Loan Documents and the transactions
      contemplated under this Agreement. $10,000.00 of the foregoing $25,000.00 fee
      is
      fully earned by Agent upon Agent’s execution of this Agreement and the remaining
      $15,000.00 portion of the foregoing $25,000.00 fee (the “Refundable Portion”) is
      subject to refund to Borrower in accordance with the provisions of Section
      11.9.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b) Costs
      and Expenses:
      Borrower shall reimburse Agent for all costs and expenses, including, without
      limitation, legal expenses and attorneys’ fees incurred by Agent in connection
      with the (i) documentation and consummation of this transaction and any
      other transactions among Borrower, Agent and Lenders, including, without
      limitation, Uniform Commercial Code and other public record filings, overnight
      courier or other express or messenger delivery, appraisal costs, surveys, title
      insurance and environmental audit or review costs; (ii) collection,
      protection or enforcement of any rights in or to the Collateral;
      (iii) collection of any Liabilities; and (iv) administration and
      enforcement of any of Agent’s and/or any Lender’s rights under this Agreement or
      any of the other Loan Documents (including, without limitation, any costs and
      expenses of any third party provider engaged by Agent for such purposes). All
      such costs, expenses and charges owed to Agent or a Lender, shall constitute
      Liabilities hereunder, shall be payable by Borrower to Agent on demand, and
      until paid, shall bear interest at the highest rate then applicable to Loans
      hereunder. 

     

    3.3. Taxes.

     

    (a) All
      payments made by Borrower hereunder or under any other Loan Document shall
      be
      made without setoff, counterclaim, or other defense. To the extent permitted
      by
      applicable law, all payments hereunder or under the Loan Documents (including
      any payment of principal, interest, or fees) to, or for the benefit, of any
      person shall be made by Borrower free and clear of and without deduction or
      withholding for, or account of, any Taxes now or hereinafter imposed by any
      taxing authority.

     

    (b) (i)
      To
      the extent permitted by applicable law, each Lender that is not a United States
      Person within the meaning of the Internal Revenue Code of 1986, as amended
      (the
“Code”)
      section 7701(a)(30) (a “Non-U.S.
      Participant”)
      shall
      deliver to Borrower and Agent on or prior to the Closing Date (or in the case
      of
      a Lender that is an Assignee, on the date of such assignment to such Lender)
      two
      accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or
      W-8IMY (or any successor or other applicable form prescribed by the IRS)
      certifying to such Lender’s entitlement to a complete exemption from, or a
      reduced rate in, United States withholding tax on interest payments to be made
      hereunder or any Loan. If a Lender that is a Non-U.S. Participant is claiming
      a
      complete exemption from withholding on interest pursuant to Sections 8711(h)
      or
      881(c) of the Code, the Lender shall deliver (along with two accurate and
      complete original signed copies of IRS Form W-8BEN) a certificate in form and
      substance reasonably acceptable to Agent (any such certificate, a “Withholding
      Certificate”).
      In
      addition, each Lender that is a Non-U.S. participant agrees that from time
      to
      time after the Closing Date, (or in the case of a Lender that is an assignee,
      after the date of the assignment to such Lender), when a lapse in time (or
      change in circumstances occurs) renders the prior certificates hereunder
      obsolete or inaccurate in any material respect, such Lender shall, to the extent
      permitted under applicable law, deliver to Borrower and Agent two new and
      accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI,
      or
      W-8IMY (or any successor other applicable forms prescribed by the Internal
      Revenue Service (“IRS”)),
      and
      if applicable, a new Withholding Certificate, to confirm or establish the
      entitlement of such Lender or Agent to an exemption from, or reduction in,
      United States withholding tax on interest payments to be made hereunder or
      any
      Loan.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (ii) Each
      Lender that is a Non-U.S. Participant (other than any such Lender which is
      taxed
      as a corporation for U.S. federal income tax purposes) shall provide two
      properly completed and duly executed copies of IRS Form W-9 (or any successor
      or
      other applicable form) to Borrower and the Agent certifying that such Lender
      is
      exempt from United States backup withholding tax. To the extent that a form
      provided pursuant to this Section
      is
      rendered obsolete or inaccurate in any material respects as result of change
      in
      circumstances with respect to the status of a Lender, such Lender shall, to
      the
      extent permitted by applicable law, deliver to the Borrower and the Agent
      revised forms necessary to confirm or establish the entitlement to such Lender’s
      or Agent’s exemption from United States backup withholding tax.

     

    (iii) Borrower
      shall not be required to pay additional amounts to a Lender, or indemnify any
      Lender, under this Section to the extent that such obligations would not have
      arisen but for the failure of such Lender to comply with the terms
      hereof.

     

    (iv) Each
      Lender agrees to indemnify Agent and hold Agent harmless for the full amount
      of
      any and all present or future Taxes and related liabilities (including
      penalties, interest, additions to tax and expenses, and any taxes imposed by
      any
      jurisdiction on amounts payable to Agent under this Section
      which
      are imposed on or with respect to principal, interest or fees payable to such
      Lender hereunder and which are not paid pursuant to this Section,
      whether
      or not such Taxes or related liabilities were correctly or legally asserted.
      This indemnification shall be made within 30 days from the date the Agent makes
      written demand therefore.

     

    3.4. Maximum
      Interest.

     

    It
      is the
      intent of the parties that the rate of interest and other charges to Borrower
      under this Agreement and the other Loan Documents shall be lawful; therefore,
      if
      for any reason the interest or other charges payable under this Agreement are
      found by a court of competent jurisdiction, in a final determination, to exceed
      the limit which Agent or any Lender may lawfully charge Borrower, then the
      obligation to pay interest and other charges shall automatically be reduced
      to
      such limit and, if any amount in excess of such limit shall have been paid,
      then
      such amount shall be refunded to Borrower.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    4. COLLATERAL.

     

    4.1. Grant
      of Security Interest to Agent.

     

    As
      security for the payment of all Loans made by Lenders to Borrower hereunder,
      and
      for the payment or other satisfaction of all other Liabilities, Borrower hereby
      assigns to Agent, for the benefit of Lenders, and grants to Agent, for the
      benefit of Lenders, a continuing security interest in the following property
      of
      Borrower, whether now or hereafter owned, existing, acquired or arising and
      wherever now or hereafter located: 

     

    (a) all
      Accounts and all Goods whose sale, lease or other disposition by Borrower has
      given rise to Accounts and have been returned to, or repossessed or stopped
      in
      transit by, Borrower; 

     

    (b) all
      Chattel Paper, Instruments, Documents and General Intangibles (including,
      without limitation, all patents, patent applications, trademarks, trademark
      applications, trade names, trade secrets, goodwill, copyrights, copyright
      applications, registrations, licenses, software, franchises, customer lists,
      tax
      refund claims, claims against carriers and shippers, guarantee claims, contract
      rights, payment intangibles, security interests, security deposits and rights
      to
      indemnification);

     

    (c) all
      Inventory; 

     

    (d) all
      Goods
      (other than Inventory), including, without limitation, Equipment, vehicles
      and
      Fixtures; 

     

    (e) all
      Investment Property; 

     

    (f) all
      Deposit Accounts, bank accounts, deposits and cash; 

     

    (g) Commercial
      Tort Claims;

     

    (h) All
      Supporting Obligations;

     

    (i) any
      other
      property of Borrower now or hereafter in the possession, custody or control
      of
      Agent or any Lender or any agent or any parent, affiliate or subsidiary of
      Agent
      or any Lender or any participant with any Lender in the Loans, for any purpose
      (whether for safekeeping, deposit, collection, custody, pledge, transmission
      or
      otherwise); and 

     

    (j) all
      additions and accessions to, substitutions for, and replacements, products
      and
      Proceeds of the foregoing property, including, without limitation, proceeds
      of
      all insurance policies insuring the foregoing property, and all of Borrower’s
      books and records relating to any of the foregoing and to Borrower’s
      business.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    4.2. Leasehold
      Deed of Trust. 

     

    In
      addition to the foregoing Collateral, the Loans shall be secured by a Leasehold
      Deed of Trust, as attached to the Purchase Agreement, to be executed, delivered
      at the time of entry into this Agreement and filed of record by Borrower as
      soon
      as reasonably practicable thereafter.

     

    4.3. Other
      Security.

     

    Agent,
      in
      its sole discretion, without waiving or releasing any obligation, liability
      or
      duty of Borrower under this Agreement or the other Loan Documents or any Event
      of Default, may at any time or times hereafter, but shall not be obligated
      to,
      pay, acquire or accept an assignment of any security interest, lien, encumbrance
      or claim asserted by any Person in, upon or against the Collateral. All sums
      paid by Agent in respect thereof and all costs, fees and expenses including,
      without limitation, reasonable attorney fees, all court costs and all other
      charges relating thereto incurred by Agent shall constitute Liabilities, payable
      by Borrower to Agent on demand and, until paid, shall bear interest at the
      highest rate then applicable to Loans hereunder.

     

    
      
        5. 
          RESERVATION
          OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS
          THEREIN.

      

    

     

    Borrower
      shall, at Agent’s request, at any time and from time to time, authenticate,
      execute and deliver to Agent such financing statements, documents and other
      agreements and instruments (and pay the cost of filing or recording the same
      in
      all public offices deemed necessary or desirable by Agent) and do such other
      acts and things or cause third parties to do such other acts and things as
      Agent
      may deem necessary or desirable in its sole discretion in order to establish
      and
      maintain a valid, attached and perfected security interest in the Collateral
      in
      favor of Agent to secure payment of the Liabilities, and in order to facilitate
      the collection of the Collateral. Borrower irrevocably hereby makes, constitutes
      and appoints Agent (and all Persons designated by Agent for that purpose) as
      Borrower’s true and lawful attorney and agent-in-fact to execute and file such
      financing statements, documents and other agreements and instruments and do
      such
      other acts and things as may be necessary to preserve and perfect Agent’s
      security interest in the Collateral. Borrower further ratifies and confirms
      the
      prior filing by Agent of any and all financing statements which identify
      Borrower as debtor, Agent as secured party and any or all Collateral as
      collateral. Borrower shall deliver to Agent any and all evidence of ownership
      of
      any of the Equipment including, without limitation, certificates of title and
      applications of title and shall take all actions and execute all documents
      required to cause the security interest of Agent hereunder to be noted upon
      any
      such certificates of title. Borrower shall indicate on its records concerning
      the Collateral a notation, in form satisfactory to Agent, of the security
      interest of Agent hereunder. Notwithstanding the foregoing, Borrower shall
      not
      be obligated to record the Agent on certificates of title for rolling stock
      or
      motor vehicles.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    5.1. Agent’s
      Enforcement Rights with Respect to Accounts.

     

    Agent
      may, at any time and from time to time after the occurrence and during the
      continuance of an Event of Default, whether before or after notification to
      any
      Account Debtor and whether before or after the maturity of any of the
      Liabilities, (i) enforce collection of any of each Borrower’s Accounts or
      other amounts owed to such Borrower by suit or otherwise; (ii) exercise all
      of Borrower’s rights and remedies with respect to proceedings brought to collect
      any Accounts or other amounts owed to Borrower; (iii) surrender, release or
      exchange all or any part of any Accounts or other amounts owed to Borrower,
      or
      compromise or extend or renew for any period (whether or not longer than the
      original period) any indebtedness thereunder; (iv) sell or assign any
      Account of Borrower or other amount owed to Borrower upon such terms, for such
      amount and at such time or times as Agent deems advisable; (v) prepare,
      file and sign Borrower’s name on any proof of claim in bankruptcy or other
      similar document against any Account Debtor or other Person obligated to
      Borrower; and (vi) do all other acts and things which are necessary, in
      Agent’s sole discretion, to fulfill Borrower’s obligations under this Agreement
      and the other Loan Documents and to allow Agent to collect the Accounts or
      other
      amounts owed to Borrower. In addition to any other provision hereof, Agent
      may
      at any time, after the occurrence and during the continuance of an Event of
      Default, at Borrower’s expense, notify any parties obligated on any of the
      Accounts to make payment directly to Agent of any amounts due or to become
      due
      thereunder.

     

    5.2. Application
      of Proceeds.

     

    For
      purposes of determining the amount of Loans available for borrowing purposes,
      checks and cash or other immediately available funds from collections of items
      of payment and Proceeds of any Collateral shall be applied in whole or in part
      against the Liabilities, in such order as Agent shall determine in its sole
      discretion, on the day of receipt, subject to actual collection.

     

    5.3. Information.

     

    Promptly
      following request therefore by Agent, Borrower shall deliver to Agent such
      business or financial data, reports, appraisals and projections as Agent may
      reasonably request.

     

    
      
        6. 
          REPRESENTATIONS
          AND WARRANTIES.

      

    

     

    Borrower
      hereby represents and warrants to Agent and each Lender, which representations
      and warranties (whether appearing in this Section
      or
      elsewhere) shall be true at the time of Borrower’s execution hereof and the
      closing of the transactions described herein or related hereto, shall remain
      true until the repayment in full and satisfaction of all the Liabilities and
      termination of this Agreement, provided, that representations and warranties
      made as of a particular date shall be true and correct as of such
      date.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    6.1. Locations.

     

    The
      offices where Borrower keeps its books, records and accounts (or copies thereof)
      concerning the Collateral, Borrower’s principal place of business and all of
      Borrower’s other places of business, locations of Collateral and post office
      boxes and locations of bank accounts are as set forth in Exhibit
      A.
      The
      Collateral, including, without limitation, the Equipment (except any part
      thereof which Borrower shall have advised Agent in writing consists of
      Collateral normally used in more than one state) is kept, or, in the case of
      vehicles, based, only at the addresses set forth on Exhibit
      A.

     

    6.2. Organization,
      Authority and No Conflict.

     

    Borrower
      is a duly organized, validly existing and in good standing in its state of
      organization and duly qualified and in good standing in all states where the
      nature and extent of the business transacted by it or the ownership of its
      assets makes such qualification necessary or if Borrower is not so qualified,
      Borrower may cure any such failure without losing any of its rights, incurring
      any liens or material penalties, or otherwise affecting Agent’s rights.
      Borrower’s state of organization, form of organization and organizational
      identification number is set forth on Schedule
      6.2
      hereto.
      Borrower has the right and power and is duly authorized and empowered to enter
      into, execute and deliver this Agreement and the other Loan Documents and
      perform its obligations hereunder and thereunder. Borrower’s execution, delivery
      and performance of this Agreement and the other Loan Documents does not conflict
      with the provisions of the organizational documents of Borrower, any statute,
      regulation, ordinance or rule of law, or any agreement, contract or other
      document which may now or hereafter be binding on Borrower, except for conflicts
      with agreements, contracts or other documents which would not have a Material
      Adverse Effect, and Borrower’s execution, delivery and performance of this
      Agreement and the other Loan Documents shall not result in the imposition of
      any
      lien or other encumbrance upon any of Borrower’s property under any existing
      indenture, mortgage, deed of trust, loan or credit agreement or other agreement
      or instrument by which Borrower or any of its property may be bound or
      affected.

     

    6.3. Names
      and Trade Names.

     

    Borrower’s
      name has always been as set forth on the first page of this Agreement and
      Borrower uses no trade names, assumed names, fictitious names or division names
      in the operation of its business. 

     

    6.4. Enforceability.

     

    This
      Agreement and the other Loan Documents to which Borrower is a party are the
      legal, valid and binding obligations of such Borrower and are enforceable
      against Borrower in accordance with their respective terms.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    6.5. Solvency.

     

    Borrower
      is, after giving effect to the transactions contemplated hereby, solvent, able
      to pay its debts as they become due, has capital sufficient to carry on its
      business, now owns property having a value both at fair valuation and at present
      fair saleable value greater than the amount required to pay its debts, and
      will
      not be rendered insolvent by the execution and delivery of this Agreement or
      any
      of the other Loan Documents or by completion of the transactions contemplated
      hereunder or thereunder.

     

    
      
        7. 
          AFFIRMATIVE
          COVENANTS.

      

    

     

    Until
      payment and satisfaction in full of all Liabilities and termination of this
      Agreement, unless Borrower obtains Requisite Lenders’ prior written consent
      waiving or modifying any of such Borrower’s covenants hereunder in any specific
      instance, Borrower covenants and agrees as follows:

     

    7.1. Maintenance
      of Records.

     

    Borrower
      shall at all times keep accurate and complete books, records and accounts with
      respect to all of Borrower’s business activities, in accordance with sound
      accounting practices and generally accepted accounting principles consistently
      applied, and shall keep such books, records and accounts, and any copies
      thereof, only at the addresses indicated for such purpose on Exhibit
      A.
      

     

    7.2. Notices.

     

    Borrower
      shall:

     

    (a) Locations.
      Promptly (but in no event less than ten (10) days prior to the occurrence
      thereof) notify Agent of the proposed opening of any new place of business
      or
      new location of Collateral, the closing of any existing place of business or
      location of Collateral, any change in the location of Borrower’s books, records
      and accounts (or copies thereof), or, if any of the Collateral consists of
      Goods
      of a type normally used in more than one state, the use of any such Goods in
      any
      state other than a state in which Borrower has previously advised Agent that
      such Goods will be used. 

     

    (b) Names
      and Trade Names.
      Notify
      Agent within ten (10) days of the change of its name or the use of any trade
      name, assumed name, fictitious name or division name not previously disclosed
      to
      Agent in writing.

     

    (c) Default;
      Material Adverse Effect.
      Promptly advise Agent of the occurrence of or any event which has a Material
      Adverse Effect on Borrower, the occurrence of any Event of Default hereunder
      or
      the occurrence of any event which, if uncured, will become an Event of Default
      after notice or lapse of time (or both).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    7.3. Insurance.

     

    Borrower
      shall:

     

    (a) Keep
      the
      Collateral properly housed and insured for the full insurable value thereof
      against loss or damage by fire, theft, explosion, sprinklers, collision (in
      the
      case of motor vehicles) and such other risks as are customarily insured against
      by Persons engaged in businesses similar to that of Borrower, and shall maintain
      business interruption insurance policies. Original (or certified) copies of
      such
      policies of insurance have been or shall be, within ninety (90) days of the
      date
      hereof, delivered to Agent, together with evidence of payment of all premiums
      therefore, and shall contain an endorsement, in form and substance acceptable
      to
      Agent, showing loss under such insurance policies payable to Agent, for the
      benefit of Agent and Lenders. Such endorsement, or an independent instrument
      furnished to Agent, shall provide that the insurance company shall give Agent
      at
      least thirty (30) days written notice before any such policy of insurance is
      altered or canceled and that no act, whether willful or negligent, or default
      of
      Borrower or any other Person shall affect the right of Agent to recover under
      such policy of insurance in case of loss or damage. In addition, Borrower shall
      cause to be executed and delivered to Agent an assignment of proceeds of its
      business interruption insurance policies. Borrower hereby directs all insurers
      under all policies of insurance to pay all proceeds payable thereunder directly
      to Agent. Borrower irrevocably makes, constitutes and appoints Agent (and all
      officers, employees or agents designated by Agent) as Borrower’s true and lawful
      attorney (and agent-in-fact) for the purpose of making, settling and adjusting
      claims under such policies of insurance, endorsing the name of Borrower on
      any
      check, draft, instrument or other item of payment for the proceeds of such
      policies of insurance and making all determinations and decisions with respect
      to such policies of insurance, provided however, that if no Event of Default
      shall have occurred and is continuing, Borrower may make, settle and adjust
      claims involving less than $50,000.00 in the aggregate without Agent’s
      consent.

     

    (b) Maintain,
      at its expense, such public liability and third party property damage insurance
      as is customary for Persons engaged in businesses similar to that of Borrower
      with such companies and in such amounts, with such deductibles and under
      policies in such form as shall be satisfactory to Agent and original (or
      certified) copies of such policies have been or shall be, within ninety (90)
      days after the date hereof, delivered to Agent, together with evidence of
      payment of all premiums therefore; each such policy shall contain an endorsement
      showing Agent on behalf of Lenders as additional insured thereunder and
      providing that the insurance company shall give Agent at least thirty (30)
      days
      written notice before any such policy shall be altered or canceled.

     

    If
      Borrower at any time or times hereafter shall fail to obtain or maintain any
      of
      the policies of insurance required above or to pay any premium relating thereto,
      then Agent, without waiving or releasing any obligation or default by Borrower
      hereunder, may (but shall be under no obligation to) obtain and maintain such
      policies of insurance and pay such premiums and take such other actions with
      respect thereto as Agent deems advisable upon notice to Borrower. Such
      insurance, if obtained by Agent, may, but need not, protect Borrower’s interests
      or pay any claim made by or against Borrower with respect to the Collateral.
      Such insurance may be more expensive than the cost of insurance Borrower may
      be
      able to obtain on its own and may be cancelled only upon Borrower providing
      evidence that it has obtained the insurance as required above. All sums
      disbursed by Agent in connection with any such actions, including, without
      limitation, court costs, expenses, other charges relating thereto and reasonable
      attorneys’ fees, shall constitute Loans hereunder, shall be payable on demand by
      Borrower to Agent and, until paid, shall bear interest at the highest rate
      then
      applicable to Loans hereunder. At or prior to closing of this Agreement,
      Borrower shall deliver to Agent, certificates (in form and substance acceptable
      to Agent), or such other evidence as may be satisfactory to Agent, evidencing
      the fact that the insurance required by this Section
      is in
      existence. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    7.4. Collateral.

     

    Borrower
      shall keep the Collateral in good condition, repair and order and shall make
      all
      necessary repairs to the Equipment and replacements thereof so that the
      operating efficiency and the value thereof shall at all times be preserved
      and
      maintained in all material respects. Borrower shall permit Agent and Lenders
      to
      examine any of the Collateral at any time and wherever the Collateral may be
      located and, Borrower shall, immediately upon request therefore by Agent,
      deliver to Agent any and all evidence of ownership of any of the Equipment
      including, without limitation, certificates of title and applications of title.
      Borrower shall, at the request of Agent, indicate on its records concerning
      the
      Collateral a notation, in form satisfactory to Agent, of the security interest
      of Agent hereunder.

     

    7.5. Use
      of Proceeds.

     

    All
      Loans
      and other proceeds obtained by Borrower from Lenders pursuant to this Agreement
      shall be used solely for business purposes of Borrower.

     

    7.6. Taxes.

     

    Borrower
      shall file all required tax returns and pay all of its taxes when due, subject
      to any extensions granted by the applicable taxing authority, including, without
      limitation, taxes imposed by federal, state or municipal agencies, and shall
      cause any liens for taxes to be promptly released; provided, that Borrower
      shall
      have the right to contest the payment of such taxes in good faith by appropriate
      proceedings so long as (a) the amount so contested is shown on Borrower’s
      financial statements; (b) the contesting of any such payment does not give
      rise to a lien for taxes; (c) Borrower keeps on deposit with Agent (such
      deposit to be held without interest) or a reserve is maintained against
      Borrower’s availability to borrow money pursuant to the Notes referenced in
Section 2.2,
      in
      either case an amount of money which, in the sole judgment of Agent, is
      sufficient to pay such taxes and any interest or penalties that may accrue
      thereon; and (d) if Borrower fails to prosecute such contest with
      reasonable diligence, Agent may apply the money so deposited in payment of
      such
      taxes. If Borrower fails to pay any such taxes and in the absence of any such
      contest by Borrower, Agent may (but shall be under no obligation to) advance
      and
      pay any sums required to pay any such taxes and/or to secure the release of
      any
      lien therefore, and any sums so advanced by Agent shall constitute Liabilities
      hereunder, shall be payable by Borrower to Agent on demand, and, until paid,
      shall bear interest at the highest rate then applicable to Loans
      hereunder.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    7.7. Intellectual
      Property.

     

    Borrower
      shall maintain adequate licenses, patents, patent applications, copyrights,
      service marks, trademarks, trademark applications, trade styles and trade names
      to continue its business as heretofore conducted by it or as hereafter conducted
      by it unless the failure to maintain any of the foregoing could not reasonably
      be expected to have a Material Adverse Effect.

     

    7.8. Patriot
      Act, Bank Secrecy Act and Office of Foreign Assets
      Control.

     

    As
      required by federal law and the Agent’s and each Lender’s policies and
      practices, the Agent, and each Lender may need to obtain, verify and record
      certain customer identification information and documentation in connection
      with
      opening or maintaining accounts, or establishing or continuing to provide
      services. 

     

    
      
        8. 
          DEFAULT.

      

    

     

    The
      occurrence of any one or more of the following events shall constitute an
“Event of Default”
by
      Borrower hereunder:

     

    8.1. Payment.

     

    The
      failure of Borrower to pay when due or declared due any of the
      Liabilities.

     

    8.2. Breach
      of this Agreement and the Other Loan Documents.

     

    The
      failure of Borrower to perform, keep or observe any of the covenants,
      conditions, promises, agreements or obligations of Borrower under this Agreement
      and such failure shall continue for fifteen (15) days; provided that such
      fifteen (15) day period shall not apply in the event that (i) such failure
      is not capable of being cured within such fifteen (15) day period, (ii)
      such failure was the subject of a prior failure within six (6) months prior
      to
      the current failure or (iii) such failure was the result of an intentional
      breach by Borrower, or (b) under any of the other provisions of this Agreement
      or any of the other Loan Documents.

     

    8.3. Breaches
      of Other Obligations.

     

    The
      failure of Borrower to perform, keep or observe (after any applicable notice
      and
      cure period) any of the covenants, conditions, promises, agreements or
      obligations of Borrower under the Senior Loan Documents or any other failure
      of
      Borrower to perform, keep or observe (after any applicable notice and cure
      period) any of the covenants, conditions, promises, agreements or obligations
      of
      Borrower under any other agreement with any Person if such failure might have
      a
      Material Adverse Effect.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    8.4. Breach
      of Representations and Warranties.

     

    The
      making or furnishing by Borrower to Agent or any Lender of any representation,
      warranty, certificate, schedule, report or other communication within or in
      connection with this Agreement or the other Loan Documents or in connection
      with
      any other agreement between Borrower and Agent or any Lender, which is untrue
      or
      misleading in any material respect as of the date made.

     

    8.5. Loss
      of Collateral.

     

    The
      loss,
      theft, damage or destruction of, or (except as permitted hereby) sale, lease
      or
      furnishing under a contract of service other than in the ordinary course of
      Borrower’s business of, any of the Collateral having a value in excess of
      $250,000 in the aggregate for all such events during any year prior to the
      Maturity Date.

     

    8.6. Levy,
      Seizure or Attachment.

     

    The
      making or any attempt by any Person to make any levy, seizure or attachment
      upon
      any of the Collateral.

     

    8.7. Bankruptcy
      or Similar Proceedings.

     

    The
      commencement of any proceedings in bankruptcy by or against Borrower or for
      the
      liquidation or reorganization of Borrower, or alleging that Borrower is
      insolvent or unable to pay its debts as they mature, or for the readjustment
      or
      arrangement of Borrower’s debts, whether under the United States Bankruptcy Code
      or under any other law, whether state or federal, now or hereafter existing,
      for
      the relief of debtors, or the commencement of any analogous statutory or
      non-statutory proceedings involving Borrower; provided, however, that if such
      commencement of proceedings against a Borrower is involuntary, such action
      shall
      not constitute an Event of Default unless such proceedings are not dismissed
      within forty-five (45) days after the commencement of such
      proceedings.

     

    8.8. Appointment
      of Receiver.

     

    The
      appointment of a receiver or trustee for Borrower, for any of the Collateral
      or
      for any substantial part of Borrower’s assets or the institution of any
      proceedings for the dissolution, or the full or partial liquidation, or the
      merger or consolidation, of Borrower; provided, however, that if such
      appointment or commencement of proceedings against Borrower is involuntary,
      such
      action shall not constitute an Event of Default unless such appointment is
      not
      revoked or such proceedings are not dismissed within forty-five (45) days
      after the commencement of such proceedings.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    8.9. Judgment.

     

    The
      entry
      of any judgment or order against Borrower involving in excess of $250,000 in
      the
      aggregate which remains unsatisfied or undischarged and in effect for thirty
      (30) days after such entry without a stay of enforcement or execution or if
      any
      such judgment or order provides equitable relief that has a Material Adverse
      Effect on such Borrower.

     

    8.10. Dissolution
      of Borrower.

     

    The
      dissolution of Borrower. 

     

    8.11. Material
      Adverse Effect.

     

    The
      occurrence of a Material Adverse Effect.

     

    
      
        9. 
          REMEDIES
          UPON AN EVENT OF DEFAULT; APPLICATION OF PROCEEDS.

      

    

     

    9.1. Acceleration
      of Liabilities.

     

    Upon
      the
      occurrence and during the continuance of an Event of Default, all of the
      Liabilities shall immediately and automatically become due and payable, without
      notice of any kind. 

     

    9.2. Other
      Rights and Remedies.

     

    Upon
      the
      occurrence and during the continuance of an Event of Default, Agent may exercise
      from time to time any rights and remedies available to it under the Uniform
      Commercial Code and any other applicable law in addition to, and not in lieu
      of,
      any rights and remedies expressly granted in this Agreement or in any of the
      other Loan Documents. In particular, but not by way of limitation of the
      foregoing, Agent may, without notice, demand or legal process of any kind,
      take
      possession of any or all of the Collateral (in addition to Collateral of which
      it already has possession), wherever it may be found, and for that purpose
      may
      pursue the same wherever it may be found, and may enter onto any of Borrower’s
      premises where any of the Collateral may be, and search for, take possession
      of,
      remove, keep and store any of the Collateral until the same shall be sold or
      otherwise disposed of, and Agent shall have the right to store the same at
      any
      of Borrower’s premises without cost to Agent or Lenders. At Agent’s request,
      Borrower shall, at Borrower’s expense, assemble the Collateral and make it
      available to Agent at one or more places to be designated by Agent and
      reasonably convenient to Agent and Borrower. Borrower recognizes that if
      Borrower fails to perform, observe or discharge any of its Liabilities under
      this Agreement or the other Loan Documents, no remedy at law will provide
      adequate relief to Agent and Lenders, and agrees that Agent and Lenders shall
      be
      entitled to temporary and permanent injunctive relief in any such case without
      the necessity of proving actual damages. Any notification of intended
      disposition of any of the Collateral required by law will be deemed to be a
      reasonable authenticated notification of disposition if given at least ten
      (10)
      days prior to such disposition and such notice shall (i) describe Agent and
      Borrower, (ii) describe the Collateral that is the subject of the intended
      disposition, (iii) state the method of the intended disposition,
      (iv) state that Borrower is entitled to an accounting of the Liabilities
      and state the charge, if any, for an accounting and (v) state the time and
      place of any public disposition or the time after which any private sale is
      to
      be made. Agent and Lenders may disclaim any warranties that might arise in
      connection with the sale, lease or other disposition of the Collateral and
      has
      no obligation to provide any warranties at such time. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    9.3. Rights
      and Remedies Cumulative.

     

    The
      rights and remedies of Agent and Lenders under this Agreement and the other
      Loan
      Documents shall be cumulative. Agent and Lenders shall have all other rights
      and
      remedies not inconsistent herewith as provided in the UCC or the Uniform
      Commercial Code as in effect in any other applicable jurisdiction, by applicable
      law, or in equity. No exercise by Agent or any Lender of one right or remedy
      shall be deemed an election, and no waiver by Agent or any Lender of any Event
      of Default shall be deemed a continuing waiver. No delay by Agent or Lenders
      shall constitute a waiver, election or acquiescence by Agent and
      Lenders.

     

    9.4. Application
      of Proceeds.

     

    Notwithstanding
      anything to the contrary contained in this Agreement, upon the occurrence and
      during the continuance of an Event of Default, (i) Agent shall have the
      continuing and exclusive right to apply and to reapply any and all payments
      received at any time or times after the occurrence and during the continuance
      of
      an Event of Default against the Liabilities in such manner as Agent may deem
      advisable notwithstanding any previous application by Agent and (ii) as between
      the Agent and the Lenders, the proceeds of any sale of, or other realization
      upon, all or any party of the Collateral shall be applied: first, to all fees,
      costs and expenses incurred by or owing to Agent and any Lender with respect
      to
      this Agreement, the other Loan Documents or the Collateral; second, to accrued
      and unpaid interest (including any interest which but for the provisions of
      the
      United States Bankruptcy Code, would have accrued on such amounts) on the
      Liabilities; third, to the principal amount of the Liabilities outstanding;
      and
      fourth to any other Liabilities. Any balance remaining shall be delivered to
      Borrower or to whomever may be lawfully entitled to receive such balance or
      as a
      court of competent jurisdiction may direct.

     

    
      
        10. 
          SETTLEMENTS,
          DISTRIBUTIONS AND APPORTIONMENT OF PAYMENTS.

      

    

     

    10.1. Settlements.

     

    Upon
      payment of amounts due hereunder by Borrower, Agent shall provide each Lender
      with a statement of the outstanding balance of the Liabilities and the current
      balance of the Loans funded by each Lender. In addition, subject to Agent’s
      right, under Section
      11.7
      below,
      to deduct and retain amounts from payments and other amounts actually collected
      or received by Agent, amounts actually received by Agent in payment of the
      Liabilities shall be distributed by Agent to Lenders as follows:

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (a) Within
      five (5) Business Days of receipt thereof by Agent, payments to be applied
      to
      interest on the Loans shall be paid to each Lender in proportion to its Pro
      Rata
      Share of such Loans; and

     

    (b) Within
      five (5) Business Day of receipt thereof by Agent, payment to be applied to
      any
      costs and expenses of Lenders, to the extent reimbursable pursuant to the terms
      of this Agreement, shall be paid to each Lender in proportion to its Pro Rata
      Share of the Loans.

     

    10.2. Return
      of Payments.

     

    (a)If
      Agent
      pays an amount to a Lender under this Agreement in the belief or expectation
      that a related payment has been or will be received by Agent from Borrower
      and
      such related payment is not received by Agent, then Agent will be entitled
      to
      recover such amount from such Lender on demand without setoff, counterclaim
      or
      deduction of any kind, together with interest accruing on a daily basis at
      the
      Federal Funds Rate.

     

    (b)If
      Agent
      determines at any time that any amount received by Agent under this Agreement
      or
      any other Loan Documents must be returned to Borrower or any other Person
      pursuant to any insolvency law or otherwise, then, notwithstanding any other
      term or condition of this Agreement or any other Loan Document, Agent will
      not
      be required to distribute any portion thereof to any Lender. In addition, each
      Lender will repay to Agent on demand any portion of such amount that Agent
      has
      distributed to such Lender, together with interest at such rate, if any, as
      Agent is required to pay to Borrower or such other Person, without setoff,
      counterclaim or deduction of any kind.

     

    10.3. Sharing
      of Payments.

     

    If
      any
      Lender shall obtain any payment or other recovery (whether voluntary,
      involuntary, by application of setoff or otherwise) on account of any Loan
      in
      excess of its Pro Rata Share of payments entitled pursuant to the provisions
      of
      this Section,
      such
      Lender shall return such excess amount to Agent as shall be necessary to cause
      such Lender to share the excess payment or other recovery ratably with each
      of
      them.

     

    
      
        11. 
          AGENT.

      

    

     

    11.1. Appointment
      of Agent.

     

    (a) Each
      Lender hereby designates Agent, as agent on behalf of each Lender, to act as
      herein specified. Each Lender hereby irrevocably authorizes Agent to take such
      action on each such Lender’s behalf under the provisions of this Agreement and
      the notes and any other instruments and agreements referred to herein and to
      exercise such powers and to perform such duties hereunder and thereunder as
      are
      specifically delegated to or required of Agent by the terms hereof and thereof
      and such other powers as are reasonably incidental thereto. Except as otherwise
      provided herein, Agent shall hold all Collateral and all payments of principal,
      interest, fees, charges and expenses received pursuant to this Agreement or
      any
      of the other Loan Documents for the benefit of all Lenders. Agent may perform
      any of its duties hereunder by or through its agents or employees.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (b) The
      provisions of this Section
      11
      are
      solely for the benefit of Agent and Lenders, and Borrower shall have no right
      as
      a third party beneficiary of any of the provisions hereof. In performing its
      functions and duties under this Agreement, Agent shall act solely as agent
      of
      Lenders and does not assume and shall not be deemed to have assumed any
      obligation or duty toward or relationship of agency or trust with or for
      Borrower.

     

    11.2. Nature
      of Duties of Agent.

     

    (a) Agent
      shall not have duties, obligations or responsibilities except those expressly
      set forth in this Agreement and the other Loan Documents; provided, however,
      that Agent shall have no duties, obligations or responsibilities hereunder
      or
      under the other Loan Documents nor any obligation or duty to act or refrain
      from
      acting under this Agreement or the other Loan Documents, unless and until such
      time as Agent has received the Agent’s Fee described in Section
      3.2(a),
      it
      being acknowledged and agreed that such Agent’s Fee is due and payable to Agent
      upon Agent’s execution of this Agreement. Neither Agent nor any of its officers,
      directors, employees or agents shall be liable for any action taken or omitted
      by it as such hereunder or in connection herewith, unless caused by its or
      their
      gross negligence or willful misconduct. The duties of Agent shall be mechanical,
      ministerial and administrative in nature; Agent shall not have by reason of
      this
      Agreement or the other Loan Documents a fiduciary relationship in respect of
      any
      Lender; and nothing in this Agreement or the other Loan Documents, expressed
      or
      implied, is intended to or shall be so construed as to impose upon Agent any
      obligations or duties in respect of this Agreement or the other Loan Documents
      except as expressly set forth herein. Notwithstanding any provision in this
      Agreement or the other Loan Documents to the contrary, Agent shall have no
      obligation to prepare, complete, fill out, delivery or supply any tax forms
      or
      other tax reports or documents relating to the Loans, the payments received
      under this Agreement and the other Loan Documents from Borrower or the other
      transactions contemplated under this Agreement and the other Loan Documents
      and
      each Lender shall be responsible for any such tax forms, reports and documents
      that might be required in connection with the Loans, the payments received
      under
      this Agreement and the other Loan Documents from Borrower or the other
      transactions contemplated under this Agreement and the other Loan Documents.
      Each Lender acknowledges and agrees that in no event shall Agent be responsible
      for any incidental or consequential damages and each Lender hereby waives any
      right or claim against Agent for any such damages.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    (b) Wherever
      Agent’s judgment, consent, approval, determination or discretion is required
      under this Agreement or the other Loan Documents or Agent shall have an option,
      election, or right of determination or requirement or any other power to decide
      or require any matter relating to the terms of this Agreement or the other
      Loan
      Documents, including any right to determine that something is satisfactory
      or
      not (“Decision
      Power”),
      such
      Decision Power shall be exercised in the sole and absolute discretion of Agent
      except as may be otherwise expressly and specifically provided
      herein.

     

    11.3. Delegation
      of Duties.

     

    Agent
      may
      execute any of its duties under this Agreement or any other Loan Document by
      or
      through agents, employees or attorneys in fact. Agent shall not be responsible
      for the gross negligence or willful misconduct of any agent or attorney in
      fact
      that it selects so long as such selection was made without gross negligence
      or
      willful misconduct.

     

    11.4. Lack
      of Reliance on Agent.

     

    (a) Independently
      and without reliance upon Agent, each Lender, to the extent it deems
      appropriate, has made and shall continue to make (A) its own independent
      investigation of the financial or other condition and affairs of Agent and
      Borrower in connection with the taking or not taking of any action in connection
      herewith and (B) its own appraisal of the creditworthiness of Agent and
      Borrower, and, except as expressly provided in this Agreement, Agent shall
      not
      have any duty or responsibility, either initially or on a continuing basis,
      to
      provide any Lender with any credit or other information with respect thereto,
      whether coming into its possession before the making of the Loans or at any
      time
      or times thereafter.

     

    (b) Agent
      shall not be responsible to any Lender for any recitals, statements,
      information, representations or warranties herein or in any document,
      certificate or other writing delivered in connection herewith or for the
      execution, effectiveness, genuineness, validity, enforceability, collectibility,
      priority or sufficiency of this Agreement or the other Loan Documents or any
      notes or the financial or other condition of Borrower. Agent shall not be
      required to make any inquiry concerning any of the foregoing or for either
      the
      performance or observance of any of the terms, provisions or conditions of
      this
      Agreement or the other Loan Documents, or the financial condition of Borrower,
      or the existence or possible existence of any Event of Default.

     

    (c) Each
      Lender hereby acknowledges and agrees that Lender has not made any
      representations or warranties with respect to or regarding this Agreement,
      the
      other Loan Documents, the Loans, the Borrower, the Collateral, any liens or
      security interests on or in the Collateral, any of the transactions contemplated
      under this Agreement and the other Loan Documents or otherwise and that each
      such Lender has relied, to the extent it deems appropriate, upon its own
      independent review and investigation of this Agreement, the other Loan
      Documents, the Borrower, the Collateral and the other facts and circumstances
      relating to the subject matter of this Agreement and the transactions
      contemplated under this Agreement and the other Loan Documents, in becoming
      a
      Lender under this Agreement. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    11.5. Certain
      Rights of Agent.

     

    Agent
      shall have the right to request instructions from Requisite Lenders or all
      Lenders, as applicable, pursuant to this Agreement, by notice to each Lender.
      If
      Agent shall request instructions from Requisite Lenders or all Lenders, as
      applicable, with respect to any act or action (including the failure to act)
      in
      connection with this Agreement, any such request for may include as part of
      any
      such request, a request for an advance against Agent’s anticipated costs and
      expenses in connection with any such act or action, in such amount as Agent
      may
      determine in its reasonable discretion (each an “Expense Advance”). Agent shall
      be entitled to refrain from such act or taking such action unless and until
      Agent shall have received instructions and the Expense Advance from Requisite
      Lenders or all Lenders, as applicable, and Agent shall not incur liability
      to
      any Person by reason of so refraining. If at any time Agent incurs costs and
      expenses in connection with any such act or action that is in excess of the
      remaining amount of any Expense Advance that Agent has received that has not
      been applied toward Agent’s costs and expenses, if any, or Agent anticipates
      that it will incur costs and expenses in connection with any such act or action
      that will be in excess of the remaining amount of any Expense Advance that
      Agent
      has received that has not been applied toward Agent’s costs and expenses, if
      any, then Agent may request an Expense Advance or additional Expense Advance
      and
      Agent shall be entitled to refrain from taking or continuing any such act or
      action unless and until Agent shall have received the requested Expense Advance
      from Requisite Lenders or all Lenders, as applicable, and Agent shall not incur
      liability to any Person by reason of so refraining. In any event, Lenders’
acknowledge and agree that Agent shall be entitled to recover all costs and
      expenses incurred by Agent in taking any such acts or actions and that Lender’s
      shall pay these costs and expenses, to the extent they have not been promptly
      collected from Borrower and Agent shall be entitled to refrain from taking
      or
      continuing any acts or actions under this Agreement or the other Loan Documents
      unless and until Agent shall have received the payment of its costs and expenses
      incurred and Agent shall not incur liability to any Person by reason of so
      refraining. Without limiting the foregoing, no Lender shall have any right
      of
      action or any claim whatsoever against Agent as a result of Agent acting or
      refraining from acting hereunder in accordance with the foregoing provisions
      or
      in accordance with the instructions of Requisite Lenders or all Lenders, as
      applicable and notwithstanding the instructions of Requisite Lenders (or all
      Lenders, if applicable), Agent shall have no obligation to take any action
      it
      believes, in good faith, would violate applicable law or expose Agent to any
      liability for which it has not received satisfactory indemnification in
      accordance with this Agreement.

     

    11.6. Reliance
      by Agent.

     

    Agent
      shall be under no duty to examine, inquire into, or pass upon the validity,
      effectiveness or genuineness of this Agreement, any of the other Loan Documents
      or any instrument, document or communication furnished pursuant hereto or
      thereto or in connection herewith or therewith. Agent shall be entitled to
      rely,
      and shall be fully protected in relying, upon any note, writing, resolution,
      notice, statement, certificate, telex, teletype or telecopier message,
      cablegram, radiogram, order, electronic mail or other documentary,
      teletransmission or telephone message believed by it to be genuine and correct
      and to have been signed, sent or made by the proper person. Agent may consult
      with legal counsel (including counsel for Borrower with respect to matters
      concerning Borrower), independent public accountants and other experts selected
      by it and shall not be liable for any action taken or omitted to be taken by
      it
      in good faith in accordance with the advice of such counsel, accountants or
      experts.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    11.7. Indemnification
      of Agent.

     

    To
      the
      extent Agent is not promptly reimbursed and indemnified by Borrower, each Lender
      will reimburse and indemnify Agent, in proportion to its Pro Rata Share of
      the
      Liabilities, for and against any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses (including
      counsel fees and disbursements) or disbursements of any kind or nature
      whatsoever which may be imposed on, incurred by or asserted against Agent in
      performing its duties hereunder, in any way relating to or arising out of this
      Agreement or the acts or actions that Agent is requested or instructed to take
      pursuant to this Agreement; provided, that no Lender shall be liable for any
      portion of such liabilities, obligations, losses, damages, penalties, actions,
      judgments, suits, costs, expenses or disbursements resulting from Agent’s gross
      negligence or willful misconduct. If any indemnity or Expense Advance furnished
      to Agent for any purpose shall, in the opinion of Agent, be insufficient or
      become impaired, Agent may call for additional indemnities or Expense Advances
      and cease to do, or not commence, the acts to be indemnified against or for
      which the Expense Advance is to cover, even if so directed by Requisite Lenders
      or all Lenders, as applicable, until such additional indemnification or Expense
      Advance is provided. The obligations of Lenders under this Section
      11.7
      shall
      survive the payment in full of the Liabilities and the termination of this
      Agreement. Agent is authorized and directed to set-off against and to deduct
      and
      retain sufficient amounts from the payments and amounts that it receives or
      collects under this Agreement or the other Loan Documents (including any amounts
      that Agent receives from collections of proceeds of Collateral of Borrower
      received by Agent) to reimburse Agent for any costs and expenses incurred by
      Agent to which Agent is entitled to reimbursement pursuant to the terms of
      this
      Agreement or the other Loan Documents or to reimburse Agent for any such
      indemnified obligations, costs and expenses, all prior to distributions to
      Lenders.

     

    11.8. Holders
      of Notes.

     

    Agent
      may
      deem and treat the payee of any promissory note as the owner and the holder
      thereof for all purposes hereof unless and until a written notice of the
      assignment or transfer thereof shall have been filed with Agent (along with
      a
      copy of the actual written assignment). Any request, authority or consent of
      any
      Person who, at the time of making such request or giving such authority or
      consent, is the owner and holder of any promissory note, shall be conclusive
      and
      binding on any subsequent owner, holder, transferee or assignee of such
      promissory note or of any promissory note or notes issued in exchange
      therefore.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    11.9. Successor
      Agent.

     

    (a) Agent
      may, upon five (5) Business Days’ notice to Lenders and Borrower, resign at any
      time for any reason whatsoever (effective upon the appointment of a successor
      Agent pursuant to the provisions of this Section
      11.9
      or
      thirty (30) days after the retiring Agent’s giving of notice of resignation,
      whichever occurs first) by giving written notice thereof to Lenders and
      Borrower. After providing the resignation notice, Agent shall not have any
      obligation or duty to take any further act or action or incur any cost or
      expense in connection with this Agreement or the other Loan Documents and Agent
      shall be entitled to refrain from taking or continuing any such acts or actions
      and Agent shall not incur liability to any Person by reason of so refraining.
      Upon any such resignation, Requisite Lenders shall have the right, upon five
      (5)
      days’ notice, to appoint a successor Agent. If no successor Agent shall have
      been so appointed by Requisite Lenders and accepted such appointment, within
      thirty (30) days after the retiring Agent’s giving of notice of resignation,
      then, Agent’s resignation shall be come effective and Agent shall have no
      further liabilities, obligations or duties under this Agreement or the other
      Loan Documents. Lenders shall be responsible for and shall pay or reimburse
      retiring Agent all costs and expenses incurred by retiring Agent in connection
      with its resignation or appointment of a successor Agent. If the Agent resigns
      prior to an Event of Default, the Agent shall refund to the Borrower a pro
      rata
      portion of the Refundable Portion of the fees established in Section
      3.2
      for the
      period left until the Maturity Date of the Loans, upon the effectiveness of
      such
      Agent’s resignation.

     

    (b) Upon
      the
      acceptance of any appointment as an Agent hereunder by a successor Agent, such
      successor Agent shall thereupon succeed to and become vested with all the
      rights, powers, privileges and duties of the retiring Agent, and the retiring
      Agent shall be discharged from its duties and obligations under this Agreement
      and shall have no further liability or obligation under this Agreement or the
      other Loan Documents other than as set forth in Section
      11.9(a).
      After
      any retiring Agent’s resignation hereunder as Agent, the provisions of this
Section
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was an Agent under this Agreement.

     

    11.10. Collateral
      Matters.

     

    (a) Each
      Lender authorizes and directs Agent to enter into the other Loan Documents
      for
      the benefit of Lenders. Each Lender hereby agrees that, except as otherwise
      set
      forth herein, any action taken by Agent (whether in accordance with the
      instructions of Requisite Lenders or otherwise) in accordance with the
      provisions of this Agreement or the other Loan Documents, and the exercise
      by
      the Agent of the powers set forth herein or therein, together with such other
      powers as are reasonably incidental thereto, shall be authorized and binding
      upon all Lenders. Agent is hereby authorized (but not obligated) on behalf
      of
      all Lenders, without the necessity of any notice to or further consent from
      any
      Lender, to take any action with respect to any Collateral or other Loan
      Documents which may be necessary or advisable, in Agent’s sole and absolute
      discretion, to perfect and maintain perfected the security interest in and
      liens
      upon the Collateral granted pursuant to this Agreement and the other Loan
      Documents.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (b) Agent
      will not, without the verbal consent of all Lenders, which consent shall (i)
      be
      confirmed promptly thereafter in writing and (ii) not be unreasonably withheld
      or delayed, execute any release of Agent's security interest in any Collateral
      except for releases relating to dispositions of Collateral (x) permitted by
      this
      Agreement and (y) in connection with the repayment in full of all of the
      Liabilities by Borrower and the termination of all obligations of Agent and
      Lenders under this Agreement and the other Loan Documents; provided,
      that
      with the consent of (1) Supermajority Lenders, Agent may release its liens
      on
      less than all or substantially all of the Collateral and (2) Requisite Lenders,
      Agent may release its liens on Collateral having a book value not greater than
      ten percent (10%) of the total book value of all Collateral, as determined
      by
      Agent (in its sole and absolute discretion), either in a single transaction
      or
      series of related transactions, not to exceed twenty percent (20%) of the book
      value of all Collateral in any Fiscal Year. Agent shall not be required to
      execute any such release on terms which, in Agent's opinion, would expose Agent
      to liability or create any obligation or entail any consequence other than
      the
      release of such liens without recourse or warranty. In the event of any sale
      or
      transfer of any of the Collateral, Agent shall be authorized to deduct all
      of
      the expenses reasonably incurred by Agent from the proceeds of any such sale
      or
      transfer.

     

    (c) Lenders
      hereby agree that the lien granted to Agent in any property sold or disposed
      of
      in accordance with the provisions of the Agreement shall be automatically
      released; provided,
      however
      that
      Agent’s lien shall attach to and continue for the benefit of Agent and Lenders
      in the proceeds and products of such property arising from any such sale or
      disposition.

     

    (d) To
      the
      extent, pursuant to the provisions of this Section,
      Agent’s
      execution of a release is required to release its lien upon any sale and
      transfer of Collateral which is consented to in writing by Requisite Lenders
      or
      all Lenders, as applicable, and upon at least five (5) business days’ prior
      written request by Borrower, Agent shall (and is hereby irrevocably authorized
      by Lenders to) execute such documents as may be necessary to evidence the
      release of the liens granted to Agent for the benefit of Lenders herein or
      pursuant hereto upon the Collateral that was sold or transferred.

     

    (e) Notwithstanding
      anything in this Agreement or the other Loan Documents to the contrary, Agent
      shall not have any obligation whatsoever to Lenders or to any other Person
      to
      assure that the Collateral exists or is owned by Borrower or is cared for,
      protected or insured or that the liens granted to Agent herein or pursuant
      hereto have been properly or sufficiently or lawfully created, perfected,
      protected or enforced or are entitled to any particular priority, or to exercise
      or to continue exercising at all or in any manner or under any duty of care,
      disclosure or fidelity any of the rights, authorities and powers granted or
      available to Agent in this Section,
      elsewhere in this Agreement or in any of the other Loan Documents, it being
      understood and agreed that in respect of the Collateral, or any act, omission
      or
      event related thereto, Agent may act in any manner it may deem appropriate,
      in
      its sole discretion and that Agent shall have no duty or liability whatsoever
      to
      Lenders, except for its gross negligence or willful misconduct.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (f) In
      the
      event that any Lender receives any Proceeds of any Collateral by setoff,
      exercise of any banker’s lien or otherwise, in an amount in excess of such
      Lender’s Pro Rata Share of such Proceeds, such Lender shall turn the same over
      to Agent, in kind, and with such endorsements as may be required to negotiate
      the same to Agent or, in immediately available funds, as applicable, for the
      account of all Lenders and for application to the Liabilities in accordance
      with
      the terms of this Agreement. No Lender shall exercise any right of set off
      or
      banker’s lien without the prior written consent of Agent.

     

    11.11. Actions
      with Respect to Defaults.

     

    In
      addition to Agent’s right to take actions on its own accord as permitted under
      this Agreement, Agent shall take such action with respect to an Event of Default
      as shall be directed by Requisite Lenders or all Lenders, as applicable, under
      this Agreement; provided, that until Agent shall have received such directions
      and any Expense Advance that may be required by Agent, Agent may (but shall
      not
      be obligated to) take such action, or refrain from taking such action, with
      respect to such Event of Default as it shall deem advisable and in the best
      interests of Lenders. No Lender shall have any right individually to enforce
      or
      seek to enforce this Agreement or any other Loan Documents or to realize upon
      any Collateral, unless instructed to do so by Agent.

     

    11.12. Restriction
      on Actions by Lenders.

     

    Each
      Lender agrees that it shall not, without the express written consent of Agent,
      and shall, upon the written request of Agent (to the extent it is lawfully
      entitled to do so), set off against the Liabilities, any amounts owing by such
      Lender to Borrower. Each of the Lenders further agrees that it shall not, unless
      specifically requested to do so in writing by Agent, take or cause to be taken,
      any action, including the commencement of any legal or equitable proceedings
      to
      foreclose any loan or otherwise enforce any security interest in any of the
      Collateral or to enforce all or any part of this Agreement or the other Loan
      Documents.

     

    11.13. Delivery
      of Information.

     

    Agent
      shall not be required to deliver to any Lender originals or copies of any
      documents, instruments, notices, communications or other information received
      by
      Agent from Borrower, Requisite Lenders, any Lender or any other Person under
      or
      in connection with this Agreement or any other Loan Document except (i) as
      specifically provided in this Agreement or any other Loan Document and (ii)
      as
      specifically requested from time to time in writing by any Lender with respect
      to a specific document, instrument, notice or other written communication
      received by and in the possession of Agent at the time of receipt of such
      request and then only in accordance with such specific request.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    11.14. Demand.

     

    Subject
      to the terms of this Agreement, Agent shall make demand for repayment by
      Borrower of all Liabilities owing by Borrower hereunder, after the occurrence
      of
      an Event of Default, upon the written request of Requisite Lenders and the
      delivery to Agent of any Expense Advance required by Agent in connection with
      such demand. Agent shall make such demand in such manner, as it deems
      appropriate, in its sole discretion, to effectuate the request of the Requisite
      Lenders. Nothing contained herein shall limit the discretion of Agent to take
      reserves,
      or to
      exercise any other discretion granted to Agent in this Agreement.

     

    11.15. Notice
      of Default.

     

    Agent
      shall not be deemed to have knowledge or notice of the occurrence of any Event
      of Default or any event which, with passage of time or giving of notice, could
      become an Event of Default, except with respect to Events of Default arising
      as
      a result of Borrower’s failure to pay principal, interest or fees required to be
      paid to Agent for the benefit of Lenders, unless Agent shall have received
      written notice from a Lender or Borrower describing such Event of Default or
      event which, with the passage of time or giving of notice, could become an
      Event
      of Default, and which identifies such event as a “notice of default”. Upon
      receipt of any such notice or Agent becoming aware of Borrower’s failure to pay
      principal, interest or fees required to be paid to Agent for the benefit of
      Lenders, Agent will notify each Lender of such receipt or event.

     

    
      
        12. 
          ASSIGNABILITY.

      

    

     

    (a) Borrower
      shall not have the right to assign this Agreement or any interest therein except
      with the prior written consent of Agent and Requisite Lenders.

     

    (b) Each
      Lender may, with the consent of Agent and, so long as no Event of Default is
      then continuing, the consent of Borrower, which consent shall not be
      unreasonably withheld or delayed, but without the consent of any other Lender,
      assign to one or more Person all, but not less than all, of its rights and
      obligations under this Agreement and the other Loan Documents; provided,
      that
      (i) for each such assignment, the parties thereto shall execute and deliver
      to Agent, for its acceptance and recording in the Register (as defined below),
      an Assignment and Acceptance Agreement in a form acceptable to Borrower and
      Agent (the “Assignment
      and Acceptance”),
      and a
      processing and recordation fee of Two Thousand Five Hundred and No/100 Dollars
      ($2,500) to be paid by the assignee (the “Assignment
      Fee”),
      and
      (ii) no such assignment shall be for less than all of such Holder’s Loan
      then outstanding. Upon such execution and delivery of the Assignment and
      Acceptance to Agent, from and after the date specified as the effective date
      in
      the Assignment and Acceptance, (x) the assignee thereunder shall be a party
      hereto, and, to the extent that rights and obligations hereunder have been
      assigned to it pursuant to such Assignment and Acceptance, such assignee shall
      have the rights and obligations of a Lender hereunder and (y) the assignor
      thereunder shall, to the extent that rights and obligations hereunder have
      been
      assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
      and be released from its obligations under this Agreement and such Lender shall
      cease to be a party hereto).

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (c) By
      executing and delivering an Assignment and Acceptance, the assignee thereunder
      confirms and agrees as follows: (i) other than as provided in such
      Assignment and Acceptance, the assigning Lender makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this Agreement
      and
      the other Loan Documents or the execution, legality, validity, enforceability,
      genuineness, sufficiency or value of this Agreement or any of the other Loan
      Documents, (ii) such assigning Lender makes no representation or warranty
      and assumes no responsibility with respect to the financial condition of
      Borrower or the performance or observance by Borrower of its obligations under
      this Agreement and the other Loan Documents, (iii) such assignee confirms
      that it has received a copy of this Agreement and the other Loan Documents,
      and
      such other documents and information as it has deemed appropriate to make its
      own credit analysis and decision to enter into such Assignment and Acceptance,
      (iv) such assignee will, independently and without reliance upon Agent,
      such assigning Lender or any other Lender and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own
      credit decisions in taking or not taking action under this Agreement,
      (v) such assignee appoints and authorizes Agent to take such action as
      agent on its behalf and to exercise such powers under this Agreement as are
      delegated to Agent by the terms hereof, together with such powers as are
      reasonably incidental thereto and (vi) such assignee agrees that it will
      perform in accordance with their terms all of the obligations which by the
      terms
      of this Agreement are required to be performed by it as a Lender.

     

    (d) Agent
      shall maintain at its address a copy of each Assignment and Acceptance delivered
      to and accepted by it and a register for the recordation of the names and
      addresses of Lenders and, and principal amount of the Loans owing to, each
      Lender from time to time (the “Register”).
      The
      entries in the Register shall be conclusive and binding for all purposes, absent
      error, and Borrower, Agent and Lenders may treat each Person whose name is
      recorded in the Register as a Lender hereunder for all purposes of this
      Agreement. The Register and copies of each Assignment and Acceptance shall
      be
      available for inspection by Borrower, Agent or any Lender at any reasonable
      time
      and from time to time upon reasonable prior notice.

     

    (e) Upon
      its
      receipt of an Assignment and Acceptance executed by an assigning Lender and
      the
      Assignment Fee, Agent shall, if such Assignment and Acceptance has been
      completed and Assignment Fee received (i) accept such Assignment and
      Acceptance, (ii) record the information contained therein in the Register
      and (iii) give prompt notice thereof to Borrower. Within five (5) Business
      Days after its receipt of such notice, Borrower shall execute and deliver to
      Agent in exchange for the surrendered promissory note or notes, a new promissory
      note or notes to the order of the assignee in amounts equal to such assignee’s
      outstanding Loans. Such new promissory note or notes shall re-evidence the
      indebtedness outstanding under the old promissory note or notes and shall be
      in
      the aggregate principal amount of such surrendered promissory note or notes,
      shall be dated of even date herewith and shall otherwise be in substantially
      the
      form of the promissory note or notes subject to such
      assignment.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (f) Each
      Lender agrees that, without the prior written consent of Borrower and Agent,
      it
      will not make any assignment hereunder in any manner or under any circumstances
      that would require registration or qualification of, or filings in respect
      of,
      any Loan or other Liabilities under the securities laws of the United States
      of
      America or of any jurisdiction.

     

    (g) In
      connection with the efforts of any Lender to assign its rights or obligations,
      such Lender may disclose any information in its possession regarding
      Borrower.

     

    
      
        13. 
          AMENDMENTS,
          ETC.

      

    

     

    No
      amendment or waiver of any provision of this Agreement or any of the other
      Loan
      Documents, nor consent to any departure by Borrower therefrom, shall in any
      event be effective unless the same shall be in writing and signed by Requisite
      Lenders, or if Lenders shall not be parties thereto, by the parties thereto
      and
      consented to by Requisite Lenders, and each such amendment, waiver or consent
      shall be effective only in the specific instance and for the specific purpose
      for which given; provided, that no amendment, waiver or consent shall, unless
      in
      writing and signed by all Lenders, do any of the following: (i)  reduce the
      principal of, or interest on, the Loans (other than as expressly permitted
      herein) or any fees hereunder, (ii) postpone any date fixed for any payment
      in respect of principal of, or interest on, the Loan or any fees hereunder,
      (iii) change the Pro Rata Shares of Lenders, or any minimum requirement
      necessary for Lenders or Requisite Lenders to take any action hereunder,
      (iv) amend or waive this Section,
      or
      change the definition of Requisite Lenders, (v) except in connection with
      the financing, refinancing, sale or other disposition of any asset of Borrower
      permitted under this Agreement (or to the extent Requisite Lender approval
      only
      is required with any such release), release or subordinate any liens in favor
      of
      Agent, for the benefit of Agent and Lenders, on any of the Collateral and
      provided further, that no amendment, waiver or consent affecting the rights
      or
      duties of Agent under this Agreement or any other Loan Document shall in any
      event be effective, unless in writing and signed by Agent in addition to Lenders
      required hereinabove to take such action.

     

    In
      the
      event that any consent, waiver or amendment requiring the agreement of all
      Lenders as set forth above is agreed to by the Requisite Lenders, but not all
      Lenders, Agent may, in its sole discretion, cause any non-consenting Lender
      to
      assign its rights and obligations under this Agreement and the other Loan
      Documents to one or more new Lenders or existing Lenders in the manner and
      according to the terms set forth in Section
      12
      of this
      Agreement; provided, that (i) no Lender may be required to assign its
      rights and obligations to a new Lender because such lender is unwilling to
      increase its own loan commitments, (ii) such new Lender must be willing to
      consent to the proposed amendment, waiver or consent and (iii) in
      connection with such assignment the new Lender pays the assigning Lender an
      amount equal to the Liabilities owing to such assigning Lender, including all
      principal, accrued and unpaid interest and accrued and unpaid fees to the date
      of assignment. Such assignment shall occur within thirty (30) days of notice
      by
      Agent to such non-consenting Lender of Agent’s intent to cause such
      non-consenting Lender to assign its interests hereunder.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that any consent, waiver or amendment relating to an Event of Default
      requiring the agreement of the Requisite Lenders as set forth above is not
      agreed to by the Requisite Lenders, Agent may, in its sole discretion, cause
      any
      non-consenting Lender to assign its rights and obligations under this Agreement
      and the other Loan Documents to one or more new Lenders or existing Lenders
      in
      the manner and according to the terms set forth in Section
      12
      of this
      Agreement; provided, that (i) such new Lender must be willing to consent to
      the
      proposed amendment, waiver or consent and (ii) in connection with such
      assignment the new Lender pays the assigning Lender an amount equal to the
      Pro
      Rata Share of Liabilities owing to such assigning Lender, including all
      principal, accrued and unpaid interest and accrued and an unpaid fees to the
      date of assignment other than any pre-payment fee or early termination fee
      arising as a result of the assignment. Such assignment shall occur within thirty
      (30) days of notice by Agent to such non-consenting Lender of Agent’s intent to
      cause such non-consenting Lender to assign its interests hereunder.

     

    
      
        14. 
          NONLIABILITY
          OF AGENT AND LENDERS.

      

    

     

    The
      relationship between Borrower and Lenders shall be solely that of borrower
      and
      lender and the role of Agent is merely the role of custodial agent for the
      Lenders. Neither Agent nor any Lender shall have any fiduciary responsibilities
      to Borrower. Neither Agent nor any Lender undertakes any responsibility to
      Borrower to review or inform Borrower of any matter in connection with any
      phase
      of Borrower’s business or operations. Borrower
      agrees, that neither the Agent nor any Lender shall have liability to Borrower
      (whether sounding in tort, contract or otherwise) for losses suffered by
      Borrower in connection with, arising out of, or in any way related to the
      transactions contemplated and the relationship established by the Loan
      Documents, or any act, omission or event occurring in connection therewith,
      unless it is determined in a final non-appealable judgment by a court of
      competent jurisdiction that such losses resulted from the gross negligence
      or
      willful misconduct of the party from which recovery is sought. Borrower
      acknowledges that it has been advised by counsel in the negotiation, execution
      and delivery of this Agreement and the other Loan Documents to which it is
      a
      party. No joint venture is created hereby or by the other Loan Documents or
      otherwise exists by virtue of the transactions contemplated hereby among the
      Agent, the Lenders or among Borrower, Agent and the Lenders.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    15. INDEMNIFICATION.

     

    Borrower
      agrees to defend (with counsel satisfactory to Agent), protect, indemnify and
      hold harmless Agent and each Lender, each affiliate or subsidiary of Agent
      and
      each Lender, and each of their respective shareholders, members, officers,
      directors, managers, employees, attorneys and agents (each an “Indemnified Party”)
      from
      and against any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, claims, costs, expenses and disbursements of any
      kind
      or nature (including, without limitation, the disbursements and the reasonable
      fees of counsel for each Indemnified Party in connection with any investigative,
      administrative or judicial proceeding, whether or not the Indemnified Party
      shall be designated a party thereto), which may be imposed on, incurred by,
      or
      asserted against, any Indemnified Party (whether direct, indirect or
      consequential and whether based on any federal, state or local laws or
      regulations, including, without limitation, securities laws and regulations,
      Environmental Laws and commercial laws and regulations, under common law or
      in
      equity, or based on contract or otherwise) in any manner relating to or arising
      out of this Agreement or any other Loan Documents, or any act, event or
      transaction related or attendant thereto, the making or issuance and the
      management of the Loans or the use or intended use of the proceeds of the Loans;
      provided, however, that Borrower shall not have any obligation hereunder to
      any
      Indemnified Party with respect to matters caused by or resulting from the
      willful misconduct or gross negligence of such Indemnified Party. To the extent
      that the undertaking to indemnify set forth in the preceding sentence may be
      unenforceable because it is violative of any law or public policy, Borrower
      shall satisfy such undertaking to the maximum extent permitted by applicable
      law. Any liability, obligation, loss, damage, penalty, cost or expense covered
      by this indemnity shall be paid to each Indemnified Party on demand, and,
      failing prompt payment, shall, together with interest thereon at the highest
      rate then applicable to Loans hereunder from the date incurred by each
      Indemnified Party until paid by Borrower, be added to the Liabilities and be
      secured by the Collateral. The provisions of this Section
      shall
      survive the satisfaction and payment of the other Liabilities and the
      termination of this Agreement.

     

    
      
        16. 
          NOTICE.

      

    

     

    All
      notices, demands and other communications relating to this Agreement or any
      other Loan Document shall be in writing and (except for financial statements
      and
      other informational documents which may be sent by first-class mail, postage
      prepaid) shall be personally delivered or sent by registered or certified mail
      (postage prepaid, return receipt request), overnight courier, electronic mail
      (at such email addresses as Borrower, Agent or Lender, as applicable, may
      designate to each other in accordance herewith), or telecopy, as the case may
      be, at its address set forth below:

     

    
      	
              If
                to Borrower:

               

            	 	
              Show
                Me Ethanol, LLC

              26530
                Highway 24 East

              Carrollton,
                MO 64633

              Attn:
                General Manager

              E-mail:
                gregt@showmeethanol.com

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    
      	
              with
                copies to:

               

            	 	
              Bryan
                Cave LLP

              3500
                One Kansas City Place

              1200
                Main Street

              Kansas
                City, Missouri 64105

              Attn:
                Dennis M. Alt

              Fax
                No.: 816-374-3300 

              E-mail:
                Dennis.Alt@bryancave.com

               

            
	
              If
                to Agent on Behalf of Lenders:

               

            	 	
              State
                Bank of Slater

              201
                West Maple Street

              Slater,
                Missouri 65349

              Attention:
                William L. "Bud" Summers

               

            
	
              with
                copies to:

               

            	 	
              David
                A. Goldberg

              Polsinelli
                Shalton Flanigan Suelthaus PC

              700
                West 47th Street, Suite 1000

              Kansas
                City, Missouri 64112

              Direct:
                816-360-4380

              Fax:
                816-753-1536

            


    

     

    Each
      party hereto may change the address at which they are to receive notices
      hereunder, by notice in writing in the foregoing manner given to the other
      parties. All notices or demands sent in accordance with this Section,
      other
      than notices by Agent in connection with enforcement rights against the Borrower
      or Collateral under the provisions of the Uniform Commercial Code, shall be
      deemed received (i) with respect to notices sent by first-class, registered
      or
      certified mail, on the date of actual receipt (or refusal), (ii) with respect
      to
      notices sent by overnight courier, on the date of actual receipt or refusal
      and
      (iii) with respect to notices sent by electronic mail or telecopy, upon
      confirmation of receipt thereof. Borrower acknowledges and agrees that notices
      sent by Agent in connection with exercise of enforcement rights against
      Collateral under the provisions of the Uniform Commercial Code shall be deemed
      sent when deposited in the mail or personally delivered, or, where permitted
      by
      law, transmitted by telecopy or any other method set forth above.

     

    
      
        17. 
          CHOICE
          OF GOVERNING LAW; CONSTRUCTION; FORUM SELECTION.

      

    

     

    This
      Agreement and the other Loan Documents are submitted by Borrower to Agent and
      Lenders for their acceptance or rejection at Agent’s principal place of business
      as an offer by Borrower and the other Borrowers for Borrower to borrow monies
      from Lenders now and from time to time hereafter, and shall not be binding
      upon
      Agent or any Lender or become effective until accepted by Agent on behalf of
      Lenders, in writing, at said place of business. If so accepted by Agent and
      Lenders, this Agreement and the other Loan Documents shall be deemed to have
      been made at said place of business. THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED AND CONTROLLED BY
      THE
      INTERNAL LAWS OF THE STATE OF MISSOURI AS TO INTERPRETATION, ENFORCEMENT,
      VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS, INCLUDING, WITHOUT
      LIMITATION, THE LEGALITY OF THE INTEREST RATE AND OTHER CHARGES, BUT EXCLUDING
      PERFECTION OF THE SECURITY INTERESTS IN COLLATERAL LOCATED OUTSIDE OF THE STATE
      OF MISSOURI, WHICH SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE RELEVANT
      JURISDICTION IN WHICH SUCH COLLATERAL IS LOCATED.
      If any
      provision of this Agreement shall be held to be prohibited by or invalid under
      applicable law, such provision shall be ineffective only to the extent of such
      prohibition or invalidity, without invalidating the remainder of such provision
      or remaining provisions of this Agreement.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    To
      induce
      Agent and Lenders to accept this Agreement, Borrower irrevocably agrees that,
      subject to Agent’s sole and absolute election, ALL
      ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM
      OR
      RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE COLLATERAL SHALL
      BE
      LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF KANSAS CITY, STATE OF
      MISSOURI. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL,
      STATE OR FEDERAL COURTS LOCATED WITHIN SAID CITY AND STATE. BORROWER
      HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH
      SERVICE OF PROCESS MAY BE MADE UPON BORROWER BY CERTIFIED OR REGISTERED MAIL,
      RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH FOR
      NOTICE IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS
      AFTER THE SAME HAS BEEN POSTED.
      BORROWER
      HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY
      LITIGATION BROUGHT AGAINST BORROWER BY
      AGENT FOR LENDERS IN ACCORDANCE WITH THIS SECTION.

     

    
      
        18. 
          HEADINGS
          OF SUBDIVISIONS.

      

    

     

    The
      headings of subdivisions in this Agreement are for convenience of reference
      only, and shall not govern the interpretation of any of the provisions of this
      Agreement.

     

    
      
        19. 
          POWER
          OF ATTORNEY.

      

    

     

    Borrower
      acknowledges and agrees that its appointment of Agent as its attorney and
      agent-in-fact for the purposes specified in this Agreement is an appointment
      coupled with an interest and shall be irrevocable until all of the Liabilities
      are satisfied and paid in full and this Agreement is terminated.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    20. CONFIDENTIALITY.

     

    Borrower,
      Agent and each Lender hereby agrees to use commercially reasonable efforts
      to
      assure that any and all information relating to Borrower which is
      (i) furnished by Borrower to Agent or any Lender (or to any affiliate of
      Agent or any Lender); and (ii) non-public, confidential or proprietary in
      nature, shall be kept confidential by Agent and such Lender or such affiliate
      in
      accordance with applicable law; provided, however, that such information and
      other credit information relating to Borrower may be distributed by such party
      to such party’s directors, officers, employees, attorneys, affiliates,
      assignees, participants, auditors, agents and regulators, to Agent and any
      other
      Lender and upon the order of a court or other governmental agency having
      jurisdiction over Agent or such Lender or such affiliate, to any other party.
      In
      addition such information and other credit information may be distributed by
      Agent or any Lender to potential assignees of any portion of the Liabilities,
      provided, that such potential assignee agrees to follow the confidentiality
      requirements set forth herein. Borrower, Agent and each Lender further agree
      that this provision shall survive the termination of this
      Agreement.

     

    
      
        21. 
          COUNTERPARTS.

      

    

     

    This
      Agreement, any of the other Loan Documents and any amendments, waivers, consents
      or supplements may be executed in any number of counterparts and by different
      parties hereto in separate counterparts, each of which, when so executed and
      delivered, shall be deemed an original, but all of which counterparts together
      shall constitute but one agreement.

     

    
      
        22. 
          WAIVER
          OF JURY TRIAL; OTHER WAIVERS.

      

    

     

    (a) BORROWER,
      AGENT AND EACH LENDER EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
      ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT,
      ANY OF THE OTHER LOAN DOCUMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED
      TORTUOUS CONDUCT BY BORROWER, AGENT OR SUCH LENDER OR WHICH, IN ANY WAY,
      DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP AMONG
      BORROWER, AGENT AND LENDERS. IN NO EVENT SHALL AGENT OR ANY LENDER BE LIABLE
      FOR
      LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
      DAMAGES.

     

    (b) Borrower
      hereby waives demand, presentment, protest and notice of nonpayment, and further
      waives the benefit of all valuation, appraisal and exemption laws.

     

    (c) Borrower
      hereby waives the benefit of any law that would otherwise restrict or limit
      Agent or any Lender or any affiliate of Agent or any Lender in the exercise
      of
      its right, which is hereby acknowledged and agreed to, to set-off against the
      Liabilities, without notice at any time hereafter, any indebtedness, matured
      or
      unmatured, owing by Agent or any Lender or such affiliate of Agent or any Lender
      to Borrower, including, without limitation, any Deposit Account at Agent or
      any
      Lender or such affiliate.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (d) BORROWER
      HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE
      BY AGENT OR LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF BORROWER WITHOUT
      JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON SUCH COLLATERAL, PROVIDED,
      THAT IN THE EVENT THAT AGENT SEEKS TO ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL
      PROCESS OR SELF HELP, AGENT SHALL PROVIDE BORROWER WITH SUCH NOTICES AS ARE
      REQUIRED BY LAW.

     

    (e) Agent’s
      and/or Lenders’ failure, at any time or times hereafter, to require strict
      performance by Borrower of any provision of this Agreement or any of the other
      Loan Documents shall not waive, affect or diminish any right of Agent or any
      Lender thereafter to demand strict compliance and performance therewith. Any
      suspension or waiver by Agent or any Lender of an Event of Default under this
      Agreement or any default under any of the other Loan Documents shall not
      suspend, waive or affect any other Event of Default under this Agreement or
      any
      other default under any of the other Loan Documents, whether the same is prior
      or subsequent thereto and whether of the same or of a different kind or
      character. No delay on the part of Agent or any Lender in the exercise of any
      right or remedy under this Agreement or any other Loan Documents shall preclude
      other or further exercise thereof or the exercise of any right or remedy. None
      of the undertakings, agreements, warranties, covenants and representations
      of
      Borrower contained in this Agreement or any of the other Loan Documents and
      no
      Event of Default under this Agreement or default under any of the other Loan
      Documents shall be deemed to have been suspended or waived by Agent and/or
      Lenders unless such suspension or waiver is in writing, signed by a duly
      authorized officer of Agent, Requisite Lenders or all Lenders, as required
      herein, and directed to Borrower specifying such suspension or
      waiver.

     

    
      
        23. 
          STATUTORY
          NOTICE.

      

    

     

    ORAL
      AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
      ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
      ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWERS) AND US (CREDITOR) FROM
      MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
      MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
      STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
      TO MODIFY IT.

     

    [Signature
      page follows]

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      date first written above.

     

    
      	
              BORROWER:

            
	
              SHOW
                ME ETHANOL, LLC, a Missouri 

              limited
                liability company

            
	 	 
	
              By

            	  

	
              Print Name:

            	  

	
              Title

            	  



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              AGENT:

            
	
              
                STATE
                  BANK OF SLATER

              

            
	 	 
	
              By

            	  



    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A — BUSINESS AND COLLATERAL LOCATIONS

     

    Attached
      to and made a part of that certain Loan and Security Agreement of even date
      herewith among SHOW ME ETHANOL, LLC, a Missouri limited liability company
      (“Borrower”)
      and
      the State Bank of Slater as Agent and all Lenders from time to time a party
      hereto.

     

    
      	
              A.

            	
              Business
                locations (please indicate which location is the principal place
                of
                business and at which locations originals and all copies of books,
                records
                and accounts are kept).

            


    

     

    1.
      Show
      Me Ethanol, LLC, P. O. Box 9, 26530 E. Highway 24, Carrollton, Missouri
      64633

     

    
      	
              B.

            	
              Other
                locations of Collateral (including, without limitation, warehouse
                locations, processing locations, consignment locations) and all post
                office boxes. Please indicate the relationship of such location to
                Borrower (i.e. public warehouse, processor,
                etc.).

            


    

     

    1. Borrower:  N/A

     

    
      	
              C.

            	
              Bank
                Accounts:

            


    

     

    
      	 	 	
              Bank
                (with address)

            	 	
              Account
                Number

            	 	
              Type
                of Account

            
	
              1.  Borrower:

               

            	 	
              FCS
                Financial 

              Three
                City Place Drive 

              Suite
                870

               

              St
                Louis, MO 63141

               

            	 	
              1178302700

               

            	 	
              DDA

               

            
	
                 (i)

               

            	 	
              Bank
                Midwest, NA 

              1111
                Main St 

              Kansas
                City, MO 64105

               

            	 	
              5406000673

               

            	 	
              DDA

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.2

    


    
      	
              State
                of organization:

            	 	
              Missouri

            
	 	 	 
	
              Form
                of organization:

            	 	
              Limited
                liability company

            
	 	 	 
	
              Organizational
                identification number: 

            	 	
              LC0712521