Exhibit
10.10

    SECOND AMENDMENT
TO

    REVOLVING CREDIT
AGREEMENT

    


    THIS SECOND AMENDMENT TO REVOLVING
CREDIT AGREEMENT (this “Second Amendment”) is made as of the 12th day of
December, 2008 (the “Effective Date”), by and between SHOW ME ETHANOL, LLC, a
Missouri limited liability company (the “Borrower”) and FCS FINANCIAL, PCA, a
federally chartered instrumentality (hereinafter referred to as “Lender”)
(Lender and Borrower sometimes hereinafter collectively the
“Parties”).

    


    WITNESSETH:

    


    WHEREAS, on November 6, 2007, the
Parties entered into that certain Revolving Credit Agreement (the “Agreement”),
wherein, among other things, Lender provided funds to Borrower in connection
with the Project and the operation thereof; and

    


    WHEREAS, on June 2, 2008, the Parties
entered into that certain First Amendment to Revolving Credit Agreement (“First
Amendment”); and

    


    WHEREAS,
Lender and Borrower have agreed to reduce the revolving commitment hereunder
from Eight Million Dollars ($8,000,000.00) to Five Million Dollars
($5,000,000.00), and the Lender is willing to do so on the terms and conditions
herein set forth;

    


    WHEREAS, Borrower and Lender hereby
desire to amend the Revolving Credit Agreement as set forth herein;

    


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

    


    1.           General
Definitions.  The Parties hereto acknowledge and agree that
Section 1.1
“General Definitions” shall be deleted in their entirety and amended as
follows:

    


    “Capital Call” shall
mean Borrower’s December, 2008 Capital Call of its Members where in the Borrower
has requested an additional $10,000,000.00 in equity.

    


    “Forbearance Period”
shall mean the September 30, 2008 through February 2, 2009.

    


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


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    “LIBOR Margin” shall
mean with respect to such portions of the Loan which are Revolving LIBOR Rate
Loans, 3.5% (350 Basis Points) during the Forbearance Period and for the
duration of the Term, 2.5% (250 Basis Points).

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


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

    


    (p)
Borrower discontinues doing business;

    


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

    


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

    


    
      	
               
      

            	
              (s)

            	
              Any
      default by Borrower under the terms of the Member Loan Documents;
      or

            


    

    


    
      	
               
      

            	
              (t)

            	
              Failure
      of Borrower to formally issue the Capital Call of its members on or before
      January 7, 2009, and/or failure of Borrower’s members to complete the
      Capital Call on or before January 30,
2009.”

            


    

    


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

    


    2.           LOAN.   The
Parties hereto acknowledge and agree that the following items in Section 2 “LOANS”
shall be deleted in their entirety and replaced with the following:

    


    “2.1           Revolving
Loan.

    


    
      (a)            Subject
to the terms and conditions and relying upon the representations and warranties
herein set forth, Lender agrees to extend a revolving credit loan (the
“Revolving Loan”) to the Borrower by making loans to the Borrower on a revolving
basis on any one or more Business Days prior to the Maturity Date, up to an
aggregate principal amount not exceeding the Revolving Loan Available Amount on
such Business Day.  Within such limits and during such period and
subject to the terms and conditions of this Agreement, the Borrower may borrow,
repay and reborrow the Revolving Loan.  Subject to Section 2.3 hereof,
loans extended with respect to the Revolving Loan shall be comprised of
Revolving Base Rate Loans and/or Revolving LIBOR Rate Loans as selected by the
Borrower; provided, however, during the
Forbearance Period, the Parties acknowledge and agree that only Revolving LIBOR
Rate Loans shall be available to Borrower.  The principal amount
outstanding under the Revolving Loan Commitment shall not, at any time, exceed
the Borrowing Base.  If at any time the principal amount outstanding
under the Revolving Loan Commitment exceeds the Borrowing Base, then the amount
of such excess shall be immediately due and payable by the Borrower to the
Lender.”

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    “2.2         LCs.

    


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

    


    3.           Borrowing Base
Certificate.  The Parties hereto acknowledge and agree that the
Borrowing Base Certificate attached hereto as Exhibit “B” shall replace the
Borrowing Base Certificate attached to the Revolving Credit Agreement as Exhibit
“1B”.

    


    4.           Reporting
Requirements.  The Parties hereto acknowledge and agree that
new subsections (m) and (n) shall be inserted in Section 9.3 and read
as follows:

    


    
      	
               
      

            	
              “(m)

            	
              as
      soon as available and promptly following any request, Borrower's current
      statement of cash flow, along with updated cash flow analysis in a form
      acceptable to Lender.

            


    

    


    
      	
               
      

            	
              (n)

            	
              as
      soon as available, but in any event within ten (10) days, following the
      completion of each calendar month, Borrower shall provide Lender with a
      detailed report of Borrower’s hedging
  positions.”

            


    

    


    5.           Additional Affirmative
Covenants.  The Parties hereto acknowledge and agree that a new
Section 9.19
“Capital Call” shall be added to the Agreement and shall read as
follows:

    


    “9.19     Capital
Call.  Borrower shall promptly notify Lender if Borrower has
any reason to anticipate that the Capital Call shall fail to obtain the minimum
member approval required to successfully complete the Capital Call and generate
a minimum of $8,100,000.00.”

    


    6.           Release/Lender
Liability.  The Parties hereto acknowledge and agree that a new
Section
12.32
“No Existing Default; Waiver and Release by Borrower” shall be added to the
agreement, and shall read as follows:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    “12.32  NO EXISTING DEFAULT; WAIVER
AND RELEASE BY BORROWER.  FOR AND IN CONSIDERATION OF THE
EXECUTION AND DELIVERY BY LENDER OF THIS AGREEMENT, BORROWER HEREBY RELEASES AND
DISCHARGES LENDER, ITS PAST, PRESENT AND FUTURE AFFILIATES, DIRECTORS, OFFICERS,
PRINCIPALS, SHAREHOLDERS, EMPLOYEES, TRANSFEREES, ATTORNEYS AND AGENTS FROM ANY
AND ALL CLAIMS, LIABILITIES, OBLIGATIONS, RIGHTS OR CAUSES OF ACTION OF ANY KIND
AND NATURE IN LAW OR IN EQUITY BASED UPON ANY ACT, EVENT OR RELATIONSHIP
OCCURRING OR EXISTING AT ANY TIME IN THE PAST, UP TO AND THROUGH THE DATE ON
WHICH THIS AGREEMENT IS EXECUTED, INCLUDING, WITHOUT LIMITATION, ALL CAUSES OF
ACTION IN LAW OR IN EQUITY FOR BREACH OF CONTRACT, LENDER LIABILITY, FAILURE TO
ADVANCE FUNDS, REFUSAL TO LOAN MONEY, NEGLIGENCE, MISREPRESENTATION, FRAUD,
VIOLATION OF THE DECEPTIVE TRADE PRACTICES CONSUMER PROTECTION ACT, USURY,
INTENTIONAL INTERFERENCE WITH CONTRACTUAL OR BUSINESS RELATIONSHIPS, ANTITRUST
VIOLATIONS, UNFAIR TRADE PRACTICES, DAMAGES, INFLICTION OF EMOTIONAL DISTRESS OR
MENTAL ANGUISH, ACTUAL DAMAGES, EXEMPLARY DAMAGES, CONSEQUENTIAL DAMAGES, AND
ALL CLAIMS, LIABILITIES, OBLIGATIONS, RIGHTS OR CAUSES OF ACTION BASED UPON THE
EXISTING LOANS AND THE PARTIES’ PAST DEALINGS AND RELATIONSHIPS INCLUDING, BUT
NOT LIMITED TO, ANY WRITTEN OR ORAL AGREEMENTS OF ANY KIND OR NATURE ENTERED
INTO OR ALLEGED TO HAVE BEEN ENTERED INTO PRIOR TO THE DATE OF THIS
AGREEMENT.  ADDITIONALLY, BORROWER FURTHER HEREBY WAIVES ANY AND ALL
DEFENSES, OFFSETS AND COUNTERCLAIMS TO LENDER’S ENFORCEMENT OF THE LOAN
DOCUMENTS OR ANY ACTION BY LENDER TO FORECLOSE THE SECURITY INTEREST, WHETHER
SECURED BY REAL OR PERSONAL PROPERTY AND COVENANTS AND AGREES THAT NO RIGHT IS
RESERVED BY THE BORROWER TO MAKE ANY CLAIM AGAINST THE LENDER, OR ITS PAST,
PRESENT AND FUTURE AFFILIATES, DIRECTORS, OFFICERS, PRINCIPALS, SHAREHOLDERS,
EMPLOYEES, TRANSFEREES, ATTORNEYS AND AGENTS, ARISING FROM THE MATTERS ABOVE
REFERENCED.

    


    BORROWER HEREBY EXPRESSLY AGREES THAT
THE TERMS OF THIS SECTION 12.32 EXTEND TO CLAIMS WHICH BORROWER DOES NOT KNOW OR
SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THIS AGREEMENT, WHICH IF
KNOWN BY ANY OF THEM WOULD MATERIALLY AFFECT ITS DECISION TO EXECUTE THIS
AGREEMENT, AND EXPRESSLY WAIVE THE APPLICATION OF ANY LAW OR DECISION WHICH
WOULD EXCLUDE PARTICULAR CLAIMS FROM THE APPLICATION OF THIS SECTION 12.32 IF
BORROWER HAD BEEN AWARE OF ANY SUCH CLAIMS AT THE TIME OF THE EXECUTION OF THIS
AGREEMENT.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    BORROWER
SPECIFICALLY FURTHER ACKNOWLEDGES THAT IT SOUGHT AND RECEIVED OR HAD THE
OPPORTUNITY TO SEEK AND RECEIVE LEGAL COUNSEL CONCERNING THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION, THIS SECTION 22 AND THIS AGREEMENT, IS ENTERED
INTO SOLELY IN RELIANCE UPON BORROWER’S OWN KNOWLEDGE, BELIEF AND JUDGMENT AND
NOT UPON ANY REPRESENTATION MADE BY THE LENDER OR ITS PAST, PRESENT AND FUTURE
AFFILIATES, DIRECTORS, OFFICERS, PRINCIPALS, SHAREHOLDERS, EMPLOYEES,
TRANSFEREES, ATTORNEYS AND AGENTS.”

    


    7.           Conditions Precedent to this
Second
Amendment.  The
Parties hereto acknowledge and agree that following shall be condition precedent
to the execution and delivery of this Amendment by Lender:

    


    7.1           Execution of the
Second
Amendment to
Revolving Note.  Borrower shall have executed and delivered to
Lender the Second Amendment to Revolving Note, in the form attached hereto as
Exhibit
“A”.

    


    7.2           Current Statements of
Borrower’s Cash Flow.  Borrower shall have delivered to Lender,
Borrower’s current statement of cash flow, along with updated cash flow analysis
in a form acceptable to Lender.

    


    7.3           Current Hedging Report;
Hedging Policy.  Borrower shall have delivered to Lender,
Borrower’s current report on its hedging positions and a copy of Borrower’s
hedging policy, if any; each of which shall be acceptable to Lender, in its sole
discretion.

    


    8.           Forbearance
Period.  By execution of this Second Amendment, the Parties
hereto acknowledge and agree that for the Forbearance Period, the affirmative
covenants of Borrower set forth in Sections 9.4, 9.5, 9.6, 9.7 and 9.16 shall be, except
upon the occurrence of a Matured Default, be treated as if deleted in their
entirety from the Agreement; notwithstanding anything herein to the contrary,
upon expiration of the Forbearance Period, the financial covenants set forth in
Sections 9.4,
9.5, 9.6, 9.7 and 9.16 shall be
reinserted into the Agreement.

    


    Notwithstanding anything in the
Agreement, the First Amendment or this Second Amendment to the contrary,
Borrower must promptly notify Lender should Borrower have reason to anticipate
the Capital Call shall generate less than the minimum amount to be approved by
the minimum number of Borrower’s members.

    


    9.           Amendment
Fee.  Upon execution of this Amendment, Borrower shall pay to
Lender an amendment fee equal to ten (10) basis points on the total Revolving
Loan Commitment.

    


    10.         Acknowledgement of Change in
Control.  By execution of this Second Amendment, Lender hereby
acknowledges the appointment of Dennis Alt as General Manager and Chief
Restructuring Officer of the Borrower, and consents to such
appointment.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    11.           Conditions Precedent to All
Loans.  Notwithstanding anything in the Agreement or the First
Amendment to the contrary, the Parties hereto acknowledge and agree that Lender
shall not be required nor be under any obligation to make any Loan or issue any
LC unless and until the requested Loan (or LC) has been approved by Lender in
its sole discretion; furthermore, in connection with each Loan request, Borrower
covenants and agrees to deliver to Lender an updated Borrower Base Certificate
in the form attached hereto as Exhibit “B”.

    


    12.           Delivery of Hedging
Policy.  In the event Borrower fails to provide Lender with a
copy of Borrower’s hedging policy on or before the date of the execution of this
Second Amendment, Borrower shall deliver to Lender on or before December 31,
2008, a copy of Borrower’s hedging policy, which policy shall be acceptable to
Lender in its sole discretion.

    


    13.           Multiple
Counterparts.  This Amendment may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

    


    14.           Reaffirmation of Previous
Terms and Conditions.  All of the remaining terms and
conditions of the Agreement, as amended, where not inconsistent with the above,
shall remain the same and are hereby republished, reaffirmed and restated as of
the date hereof.

    


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

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  BORROWER:

                                
	 
      	 
      
	 
      	
                                  SHOW
      ME ETHANOL, LLC

                                
	 
      	 
      	 
      
	 
      	
                                  By

                                	 
      
	 
      	
                                  Name

                                	 
      
	 
      	
                                  Title

                                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                  LENDER:

                                
	 
      	 
      
	 
      	
                                  FCS
      FINANCIAL, PCA

                                
	 
      	 
      	 
      
	 
      	
                                  By

                                	 
      
	 
      	
                                  Name

                                	 
      
	 
      	
                                  Title

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    EXHIBIT
“A”

    


    Amendment
to Revolving Note

    


    SECOND AMENDMENT TO
REVOLVING NOTE

    


    THIS SECOND AMENDMENT TO REVOLVING NOTE
(“Second Amendment”) is entered into as of the _____ day of December, 2008, by
and between SHOW ME ETHANOL, LLC, a Missouri limited liability company
(hereinafter referred to as “Borrower”), and FCS FINANCIAL, PCA, (hereinafter
referred to as “Lender”)

    


    WITNESSETH:

     

    WHEREAS,
Lender is the owner and holder of a Revolving Note dated November 6, 2007, as
amended, in the principal amount of up to Eight Million Dollars ($8,000,000.00)
and made payable by Borrower to Lender (the “Revolving Note”).  Except
as otherwise defined herein or unless the context otherwise requires,
capitalized terms not defined herein shall have the meanings given such terms in
the Revolving Note, or if not defined therein, then the meanings given those
terms in the Revolving Credit Agreement (defined below); and

     

    WHEREAS,
the Revolving Note evidences advances under the Revolving Note made pursuant to
the terms of that certain Revolving Credit Agreement dated November 6, 2007, as
amended (the “Revolving Credit Agreement”), between Borrower and Lender;
and

     

    WHEREAS,
the Parties hereto are executing a Second Amendment to Revolving Credit
Agreement dated of even date herewith, pursuant to which Lender reduced the
Revolving Loan Commitment from Eight Million Dollars ($8,000,000.00) to Five
Million Dollars ($5,000,000.00); and

     

    WHEREAS,
Borrower and Lender now wish to amend the Revolving Note to the extent necessary
to reflect the above-described change;

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
hereinafter stated, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound, the Parties agree as follows:

     

    1.           Reduction in Revolving Loan
Amount.  The Revolving Note is hereby amended by deleting the
first full paragraph of the Revolving Note and by inserting in lieu of the
deleted paragraph the following paragraph:

    


    “FOR
VALUE RECEIVED, the undersigned, SHOW ME ETHANOL, LLC, a Missouri limited
liability company (hereinafter referred to as “Borrower”), promises to pay to
the order of FCS FINANCIAL, PCA, (hereinafter referred to as “Lender”), at such
place as Lender may designate, in lawful money of the United States of America,
the principal sum of Five Million Dollars ($5,000,000.00) or so much thereof as
may be advanced and be outstanding, together with interest on any and all
principal amounts outstanding calculated in accordance with the provisions set
forth below.  This Note is issued under that certain Revolving Credit
Agreement dated November 9, 2007, as amended by that certain First Amendment to
Revolving Credit Agreement dated June 2, 2008 and as further amended by that
certain Second Amendment to Revolving Credit Agreement dated December _____,
2008 (as the same may be amended, replaced, restated and/or supplemented from
time to time, the “Credit Agreement”), between Borrower and
Lender.”


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    2.           Ratification of Revolving
Note.  Borrower and Lender hereby ratify and confirm the
Revolving Note, as amended hereby, in all respects; and, except as amended
hereby, the Revolving Note shall remain in full force and effect.

     

    3.           Attachment of this Amendment
to Revolving Note.  This
Amendment may be attached to and shall form a part of the Revolving Note for all
purposes.

     

    4.           Counterpart
Execution.  This Amendment may be executed in counterparts, and
any number of counterparts shall constitute one original.

     

    5.           Definitions.  Except
as otherwise defined herein or unless the context otherwise requires,
capitalized terms not defined herein shall have the meanings given those terms
in the Revolving Credit Agreement.

    


    
      
        
          
            
              
                	
                        SHOW ME ETHANOL, LLC

                      
	
                        a
      Missouri limited liability company

                      
	 
      	 
      
	 
      	 
      
	
                        By:

                      	 
      
	
                        Name:

                      	 
      
	
                        Title:

                      	 
      
	 
      	 
      
	
                        “Borrower”

                      


              

            

          

        

      

    

    



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXHIBIT
“B”

    


    Borrowing
Base Certificate

    


    SCHEDULE
B

    ("Borrowing
Base 

    Certificate")

    


    This
Borrowing Base Certificate is hereby prepared and delivered in accordance with
the terms of the
Credit Agreement
dated                         (the
"Credit Agreement"), as may be amended from time to
time, between Show Me Ethanol, LLC  (the "Borrower"), FCS Financial,
PCS (the "Lender")

    


    
      	
              For
      the Fiscal Period Ending:  

            	 
      	
              Date Prepared:  

            	 
      


    

     

      
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 	 	 
      	
                                                                        Lower
      of

                                                                      	 	 	 	 	 	 
	 	 	 
      	
                                                                        Cost
      or 

                                                                        Market

                                                                      	 	 	 	 	
                                                                        Availability

                                                                      	 
	 	 	 
      	 
      	 	 	 	 	 	 
	A.	 	
                                                                        Accounts
      Receivables

                                                                      	 
      	 	 	 	 	 	 
	 	 	
                                                                             Less
      Accounts Greater than 30 days

                                                                      	 
      	 	 	75	%	 	$	0.00	 
	 	 	 
      	 
      	 	 	 	 	 	 	 	 
	B.	 	
                                                                        Corn
      and Distiller's Grain Inventory

                                                                      	 
      	 	 	75	%	 	$	0.00	 
	 	 	 
      	 
      	 	 	 	 	 	 	 	 
	C.	 	
                                                                        Production
      Inventories

                                                                      	 
      	 	 	75	%	 	$	0.00	 
	 	 	 
      	 
      	 	 	 	 	 	 	 	 
	D.	 	
                                                                        Ethanol
      Inventories

                                                                      	 
      	 	 	75	%	 	$	0.00	 
	 	 	 
      	 
      	 	 	 	 	 	 	 	 
	D.	 	
                                                                        Total
      Collateral

                                                                      	 
      	 	 	 	 	 	$	0.00	 
	 	 	 
      	 
      	 	 	 	 	 	 	 	 
	E.	 	
                                                                        Less
      accounts payable

                                                                      	 
      	 	 	 	 	 	 	 	 
	 	 	 
      	 
      	 	 	 	 	 	 	 	 
	F.	 	
                                                                        Total
      Borrowing Base (D minus E)

                                                                      	 
      	 	 	 	 	 	$	0.00	 
	 	 	 
      	 
      	 	 	 	 	 	 	 	 
	G.	 	
                                                                        Total
      Revolving Line of Credit Commitment

                                                                      	 
      	 	 	 	 	 	$	5,000,000.00	 
	 	 	 
      	 
      	 	 	 	 	 	 	 	 
	H.	 	
                                                                        Maximum
      Borrowings on the Borrowing Base (lesser of Line F or Line
    G)

                                                                      	 
      	 	 	 	 	 	$	0.00	 
	 	 	 
      	 
      	 	 	 	 	 	 	 	 
	I.	 	
                                                                        Outstanding
      Revolving Line of Credit balance and Letters of Credit

                                                                      	 
      	 	 	 	 	 	 	 	 
	 	 	 
      	 
      	 	 	 	 	 	 	 	 
	J.	 	
                                                                        Availability
      on the Borrowing Base (Line H minus Line I)

                                                                      	 
      	 	 	 	 	 	$	0.00	 


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    The
Borrower does hereby warrant (a) the Borrowing Base Certificate and attached
supporting documents are true and accurate, (b) no information has been omitted
that would cause the Borrowing Base Certificate to be misleading in any material
manner, (c) no significant changes have occurred in the Borrowing Base values
since the Date Prepared, and (d) the Borrowing Base includes only those assets
that are and will continue to be subject to first lien security position in
favor of the Lender.


    
      
         


      

      
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