EX-10.15



 Exhibit 10.15 

AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT 

 
  

Recorder’s Cover Sheet 
  

			
	 Prepared by and After
 Recording, Return
to
		 Jack Edelbrock
 c/o Mayer Brown LLP

71 S. Wacker Drive
 Chicago, Illinois 60606

Telephone: 312 701 7158

		
	Taxpayer Information		 GREEN PLAINS SHENANDOAH LLC, a Delaware limited liability company

450 Regency Parkway, Suite 400 Omaha, NE 68114

		
	Mortgagor:		Green Plains Shenandoah LLC, a Delaware
			limited liability company
		
	Mortgagee:		BNP Paribas, as agent
		
	Legal Description:		      See Exhibit “A” attached.

 Modifies Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement recorded in the real
property records of Fremont County, Iowa in Book 2014, Page 0648 on June 11, 2014. 

  
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 This document was prepared by 

and after recording should be 
 returned to: 

Jack Edelbrock 
 Mayer Brown LLP 

71 South Wacker Drive 
 Chicago, Illinois 60606-4637 

AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, 

SECURITY AGREEMENT AND FIXTURE FILING STATEMENT 

This Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Statement (this
“Amendment”) is entered into as of June     , 2015 by and between GREEN PLAINS SHENANDOAH LLC, a Delaware limited liability company (together with its successors and permitted assigns,
“Mortgagor”) having an address of 450 Regency Parkway, Suite 400, Omaha, NE 68114, and BNP PARIBAS (“BNPP”), as administrative agent and as collateral agent (the “Agent”), having an
address of 787 Seventh Avenue, New York, NY 10019 (together with its successors and assigns, the “BNPP”). 
 RECITALS

 A. GREEN PLAINS PROCESSING LLC (the “Borrower”), various financial institutions, BNPP and BMO Capital Markets and
BNP Paribas Securities Corp., as joint lead arrangers and joint book runners (the “Arrangers”), are parties to a Term Loan Agreement dated as of June 10, 2014 (the “Original Loan Agreement”). Any capitalized
term used in this Amendment that is not otherwise defined herein, either directly or by reference to another document, shall have the meaning for purposes of this Amendment as it is given in the Original Loan Agreement. 

B. Contemporaneously herewith, the Original Loan Agreement is being amended by (i) a certain Consent and First Amendment to Term Loan
Agreement (the “First Loan Agreement Amendment”) and (ii) Second Amendment to Term Loan Agreement (the “Second Loan Agreement Amendment”; as so amended by the First Loan Agreement Amendment and the Second Loan
Agreement Amendment, and as it may from time to time be further amended, restated or otherwise modified, the “Loan Agreement”). 

C. Mortgagor is a Subsidiary of the Borrower and as such has received substantial direct and indirect benefit from the extension of credit and
other financial accommodations made to the Borrower and the Subsidiaries evidenced by the Original Loan Agreement, and Mortgagor will continue to do so from the extension of credit and other financial accommodations to be made pursuant to the Loan
Agreement. 







 D. The Mortgagor executed and delivered to the Agent a Guaranty of even date with the Original
Loan Agreement, and contemporaneously herewith is reaffirming such Guaranty (as originally executed, as so reaffirmed and as it may from time to time be amended, restated or otherwise modified, the “Guaranty”), pursuant to which the
Mortgagor has guarantied the obligations of the Borrower with respect to the loans made under the Loan Agreement (the “Loans”) and the other extensions of credit and financial accommodations made under each of the other Loan
Documents, (together with the Loans, collectively, the “Guarantied Obligations”). 
 E. To secure the Guarantied
Obligations, the Mortgagor executed and delivered a Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Statement of even date with the Original Loan Agreement (the “Original Mortgage”) to BNPP. The
Original Mortgage was recorded in the real property records of Fremont County, Iowa in Book 2014, Page 0648 on June 11, 2014. The Original Mortgage encumbers certain real property situated in such County and State and is legally described in
Exhibit A hereto (the “Original Secured Property”). 
 F. It is a condition to the effectiveness of the First Loan
Agreement Amendment that the Mortgagor execute and deliver this Amendment to confirm that the Original Mortgage, as amended hereby and as it may from time to time be further amended, restated or otherwise modified continues to secure the Guarantied
Obligations and all direct obligations of the Mortgagor with respect to the Loans (collectively, the “Obligations Secured”). 

AGREEMENT 
 NOW,
THEREFORE, the Mortgagor and the Mortgagee agree as follows 
 1. Incorporation of Recitals. The foregoing Recitals are true and
accurate. 
 2. Amendment of Original Mortgage Provisions. 

(a) Obligations Secured. All references in the Original Mortgage to the Obligations Secured that are defined by reference to the
Original Loan Agreement shall be defined by and deemed to refer to the Loan Agreement. 
 (b) Guaranty. The term “Guaranty”
as used in the Mortgage shall mean such obligation as expressed in the Loan Agreement. 
 (c) Future Amount Secured. Section 18
of the Original Mortgage is modified by deleting “$225,000,000” in the sentence before the last sentence of Section 18 and replacing it with “$345,000,000.00”. All references in the Original Mortgage to the amount
$225,000,000.00 shall refer to the amount $345,000,000.00. 
 (d) Latest Maturity Date. All references in the Original Mortgage to
the latest date on which Obligations Secured, including all sums required to be paid by the Mortgagor under and with respect to the Mortgage or any other Loan Document shall be to the date that is twenty (20) years from the date hereof. 

  
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 3. The Amended Loan Documents. 

 

	 	(a)	The term “Mortgage” as used in this Amendment shall mean the Original Mortgage, as amended hereby and as it may from time to time be further amended, restated, supplemented, replaced or otherwise modified.


  

	 	(b)	All references in the Mortgage to the Original Loan Agreement or any predecessor thereof shall be deemed references to the Loan Agreement. 


 

	 	(c)	All references in the Mortgage to any instrument as evidence of the Obligations Secured shall be deemed references to the Loan Agreement and any other instrument(s) issued to additionally evidence any portion of the
Obligations Secured under the Guaranty as expressed in the Loan Agreement. 

  

	 	(d)	The term “Loan Documents”, as used in the Mortgage, shall mean, in addition to those documents included within such term by the Original Loan Agreement, all such documents as specified by reference to the Loan
Agreement, as all such documents may from time to time be amended, restated, supplemented or modified. 

  

	 	(e)	This Amendment and the Mortgage shall each be considered a “Loan Document” under and as defined in the Loan Agreement. 


4. Priority. Nothing contained herein shall in any manner affect or impair the priority of the lien of the Original Mortgage as to the
indebtedness secured thereby prior to giving effect to this Amendment, nor affect any other security held by BNPP to secure repayment or performance of the obligations referred to therein. The Mortgagor confirms that the Mortgage secures the timely
payment and the timely performance of all Obligations Secured (as references to that term are modified in Sections 2 and 3 above), as and when required. 

5. Reaffirmation. The Mortgagor hereby repeats, reaffirms and remakes all representations, warranties, covenants and agreements
contained in the Original Mortgage as of the date of this Amendment. 
 6. Representations. The Mortgagor represents and warrants
that (i) no default or event of default currently exists under the Original Mortgage and (ii) no condition exists which with the giving of notice or the passage of time, or both, would result in such a default or event of default. 

7. Full Force and Effect. All of the provisions, rights, powers and remedies contained in the Original Mortgage shall stand and remain
unchanged and in full force and effect, except to the extent specifically amended hereby. 
 8. References. No reference to this
Amendment need be made in any instrument or document at any time referring to the Original Mortgage, and any reference in any such instrument or document to the Original Mortgage shall be deemed to be a reference to the Mortgage. 

  
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 9. Governing Law. This Amendment shall be construed in accordance with and governed by the
internal laws of the state where the Land is located. 
 10. Time of the Essence. Time is of the essence with respect to the payment
and performance of all obligations to be performed under the Mortgage. 
 11. Successors and Assigns. The Mortgage binds the
Mortgagor and its successors, assigns, heirs, administrators, executors, agents and representatives and inures to the benefit of BNPP and its respective successors, assigns, heirs, administrators, executors, agents and representatives. 

12. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but which
together shall constitute one and the same instrument. 
 13. Amendments. No provision of this Amendment may be modified, amended or
waived except by a writing executed by the party sought to be bound thereby. No consent or approval of BNPP shall be given or deemed to have been given except to the extent expressly set out in a writing executed and delivered by BNPP to the
Mortgagor. 
 14. WAIVERS. THE MORTGAGOR HEREBY REPEATS, REAFFIRMS AND REMAKES ALL WAIVERS CONTAINED IN THE MORTGAGE AS OF THE DATE
OF THIS AMENDMENT, INCLUDING (WITHOUT LIMITATION) THE WAIVER OF JURY TRIAL CONTAINED IN THE ORIGINAL MORTGAGE. 

  
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 IN WITNESS WHEREOF, this Amendment has been duly executed effective as of the date first written
above. 
  

					
	MORTGAGOR
	
	GREEN PLAINS SHENANDOAH LLC, a Delaware limited liability company
			
			By:		 /s/ Michelle Mapes

			Name: 		 Michelle Mapes

			Its:		 EVP-General Counsel & Corporate Secretary



  

			
	STATE OF NEBRASKA		)
			) SS.
	COUNTY OF DOUGLAS		)

 On this 10th day of June, 2015 before me appeared Michelle Mapes to me
personally known, who, being by me duly sworn, did say that she/he is the Authorized Signatory of GREEN PLAINS SHENANDOAH LLC, a Delaware limited liability company, and that said instrument was signed on behalf of such company, pursuant to
due authority, properly exercised, and s/he acknowledged such instrument to be the free act and deed of such company. 
 IN TESTIMONY WHEREOF, I have
hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. 
  

			
	 /s/ ANGELA Y. MADATHIL

	Notary Public
		
	My term expires: 		1/5/2016

 [signatures continued] 







 
			
	BNPP
	
	BNP PARIBAS, as Administrative Agent and as Collateral Agent
		
	By:		 /s/ William B. Murray

	Name: 		 William B. Murray

	Its:		 Managing Director

		
	By:		 /s/ Karlien Zumpolle

	Name: 		 Karlien Zumpolle

	Its:		 Director



  

			
	STATE OF NEW YORK		)
			) SS.
	COUNTY OF Richmond		)

 On this 10th day of June, 2015 before me appeared Billy Murray and Karlien Zumpolle to me personally known,
who, being by me duly sworn, did say that they are an Managing Director and Director of BNP PARIBAS, a Bank, and that said instrument was signed on behalf of such company, pursuant to due authority, properly exercised, and s/he acknowledged such
instrument to be the free act and deed of such company. 
 IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in
the County and State aforesaid, the day and year above written. 
  

			
	 /s/ Ingrid J. Loria



			
		
	Printed Name: 		 Ingrid J. Loria



			
	Notary Public


			
		
	My term expires: 		11/10/2018