Exhibit 10.5



		

			Exhibit 10.5

		




		
			
		

		
			 
		

		
			 
		

		
			AMENDMENT
		

		
			TO THE
		

		
			MASTER LOAN AGREEMENT
		

		
			 
		

		
			 
		

		
			THIS AMENDMENT is entered into as of October 24, 2013, between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and GREEN PLAINS SUPERIOR LLC,  Omaha,  Nebraska (the “Company”).
		

		
			 
		

		
			BACKGROUND
		

		
			 
		

		
			Farm Credit and the Company are parties to a Master Loan Agreement dated June 20, 2011 (such agreement, as previously amended, is hereinafter referred to as the “MLA”).  Farm Credit and the Company now desire to amend the MLA.  For that reason, and for valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Farm Credit and the Company agree as follows:
		

		
			 
		

			
			
				 1.
			

			
			
			Section 2 of the MLA is hereby amended and restated to read as follows:




		
			 
		

		
			SECTION 2.Sale of Participation Interests and Appointment of Administrative Agent.  The Company acknowledges that concurrent with the execution of this Master Loan Agreement and related Supplements, Farm Credit is selling a participation interest in this Master Loan Agreement and Supplements executed concurrently herewith to CoBank, FCB, an affiliate of CoBank, ACB (“CoBank”) (up to a 100% interest).  Pursuant to an Administrative Agency Agreement dated of even date herewith, as amended, (the “Agency Agreement”), Farm Credit and CoBank appointed CoBank to act as Administrative Agent (“Agent”) to act in place of Farm Credit hereunder and under the Supplements and any security documents to be executed thereunder.  All funds to be advanced hereunder shall be made by Agent, all repayments by the Company hereunder shall be made to Agent, and all notices to be made to Farm Credit hereunder shall be made to Agent.  Agent shall be solely responsible for the administration of this agreement, the Supplements and the security documents to be executed by the Company thereunder and the enforcement of all rights and remedies of Farm Credit hereunder and thereunder.  Company acknowledges the appointment of the Agent and consents to such appointment.
		

		
			
		

		
			2.Section 10(K) of the MLA is hereby amended and restated to read as follows:
		

		
			 
		

		
			SECTION 10.Negative Covenants.  Unless otherwise agreed to in writing by Agent (as that term is defined in the MLA), while this agreement is in effect the Company will not:
		

		
			
		

		
			(K)Changes to Operating Agreements, Etc.  Amend or otherwise make any material changes to the Company's Articles of Organization, Operating Agreement, Lease Agreement, Ethanol Storage Lease, Ground Lease, management contracts and ethanol and/or distillers grain marketing contracts.
		

		
			
		

		

		

		 

 


		

			Exhibit 10.5

		




		3.Except as set forth in this amendment, the MLA, including all amendments thereto, shall continue in full force and effect as written.
		

		
			 
		

		
			 
		

		
			IN WITNESS WHEREOF, the parties have caused this amendment to be executed by their duly authorized officers as of the date shown above.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						FARM CREDIT SERVICES OF

					
						AMERICA, FLCA

					
					
						GREEN PLAINS SUPERIOR LLC

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Kathryn J. Frahm

					
					
						By:

					
					
						/s/ Patrich Simpkins

				
	
					
						 

					
					
						 

				
	
					
						Title:

					
					
						VP Commercial Lender

					
					
						Title:

					
					
						EVP Finance and Treasurer