Subordinated Note

Subordinated Note. The parties wish to provide security for Borrower's obligation in connection therewith on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the Subordinated Note between Borrower and Creditor, 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. "Assignment and Acceptance" shall have the meaning in Section 11 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 Creditor, for the benefit of Creditor and Lenders, to secure, either directly or indirectly, repayment of any of the Liabilities. "Creditor" shall mean Ray-Carroll County Grain Growers, Inc. "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. "Event of Default" shall have the meaning specified in Section 7 hereof. "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 14 hereof. "Instruments" shall have the meaning ascribed to such term in the UCC. "Intercreditor Agreement" shall mean that Intercreditor Agreement by and among FCS Financial, PCA, the Borrower and Creditor dated the date hereof. "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. "Liabilities" shall mean the indebtedness owed by Borrower to Creditor pursuant to the Subordinated Note. 2 "Loan Documents" shall mean this Agreement, the Subordinated Note, Leasehold Deed of Trust 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 Creditor and/or any Lender or to any parent, Affiliate or subsidiary of Creditor 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. "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 Creditor in its 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 Creditor in its sole discretion, determined in good faith, (iii) a material adverse effect upon the Collateral or its value as determined by Creditor in its sole discretion, determined in good faith, or (iv) a material impairment of the enforceability or priority of Creditor's liens upon the Collateral or the legality, validity, binding effect or enforceability of the Loan Documents as determined by Creditor in their sole discretion, determined in good faith. "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. "Proceeds" shall have the meaning ascribed to such term in the UCC. "Register" shall have the meaning set forth in subsection 11(d) hereof. "Senior Loan Agreements" shall mean that certain Construction and Term Loan Agreement by and among Borrower, FCS Financial, PCA, as administrative Creditor, and the banks named therein, dated as of March 1, 2007 and that certain Revolving Creditor Agreement by and between Borrower and FCS Financial, PCA, dated November 6, 2007, as they may be amended. "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. 3 "Subordinated Note" in the original principal sum of $12,000,000.00 from Borrower to Creditor of even date herewith. "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. "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. View More

Subordinated Note. Has the meaning set forth in the Recitals.

Subordinated Note. Means a subordinated note in the form attached as Exhibit A hereto in the principal amount of the Subordinated Debt Amount, as amended, restated, supplemented or modified from time to time and each debenture delivered in substitution or exchange for such subordinated note.

Subordinated Note. Means the Subordinated Term Promissory Note referred to in Section 2.2 hereof to evidence the Loan, together with any amendments, modifications, or restatements issued in substitution thereof.

Subordinated Note. Shall have the meaning given the term "Mezzanine Note" in the Subordinated Loan Agreement.

Subordinated Note. Shall mean that certain Secured Convertible Note of even date herewith executed by the Company in favor of Subordinated Creditor. 6

Subordinated Note. Shall mean collectively the convertible promissory note issued by Company to Subordinated Lender in the original aggregate principal amount of $10,000,000 dated February 18, 2003 issued pursuant to the Note Purchase Agreement, together with any extensions thereof, or modifications or amendments thereto or replacements and substitutions therefor.

Subordinated Note. Means the Borrower's Promissory Note, dated as of January 1, 2004, payable to the order of the Subordinated Creditor in the original principal amount of Three Million Dollars ($3,000,000), together with all renewals, extensions and modifications thereof and any note or notes issued in substitution therefor.

Subordinated Note. Means the promissory note dated as of October 29, 2012, in the aggregate original principal amount of $600,000, issued by Issuer to Subordinated Lenders, a copy of which is attached as Exhibit A hereto, as in effect as of the date hereof and as amended, supplemented, restated or otherwise modified from time to time as permitted by this Agreement and the Senior Loan Documents, including, without limitation, any notes issued in exchange or substitution therefor.

Subordinated Note. Means the Borrower's promissory note made by the Borrower dated on or about the date hereof, payable to the order of the Subordinated Creditor in the approximate original principal amount of $11,614,197.19, together with all renewals, extensions and modifications thereof and any note or notes issued in substitution therefore.