Second Amendment dated June 30, 2011 to Credit Agreement



 Exhibit 10.8 
 SECOND AMENDMENT TO 
 CREDIT AGREEMENT 

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into to be effective as of June 30, 2011
(the “Effective Date”), among GREEN PLAINS ORD LLC, a Delaware limited liability company (“GPO”), GREEN PLAINS HOLDINGS LLC, a Delaware limited liability company (“Holdings” and together with GPO
the “Borrower”), AGSTAR FINANCIAL SERVICES, PCA (“AgStar”) and the other commercial, banking or financial institutions whose signatures appear on the signature pages hereof or which hereafter become parties to the
Credit Agreement (collectively, the “Banks”), and AGSTAR FINANCIAL SERVICES, PCA, and its successors and assigns, as Administrative Agent for itself and the other Banks (“Agent”). 

RECITALS 

A. Borrower, Agent, and the Banks entered into a Credit Agreement dated as of July 2, 2009, and a First Amendment to Credit
Agreement dated as of June 30, 2011 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) under which the Banks agreed to extend certain financial accommodations to Borrower. 

B. At the request of Borrower, the Banks have agreed to make certain modifications to the Credit Agreement, all in accordance with the
terms and conditions of this Amendment. 
 C. All terms used and not otherwise defined herein shall have the meanings assigned
to them in the Credit Agreement. 
 AGREEMENT 
 NOW THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows: 
 1. Credit Agreement Amendments. 

a. As of the Effective Date, subsections Section 2.03(a), (b), (l), (m) and (n) shall be amended, restated and replaced as
follows, the remaining subsections found in Section 2.03 shall remain unchanged: 
 (a) Term Revolving Loan.
Subject to the terms and conditions set forth in this Agreement, the Banks agree to make one or more Term Revolving Loan Advances to GPO on a revolving basis, during the period beginning on the Closing Date and ending on the Business Day immediately
preceding the Term Revolving Loan Maturity Date (the “Term Revolving Loan Termination Date”), in an aggregate principal amount outstanding at any one time not to exceed Thirteen Million and No/100 Dollars ($13,000,000.00). The Term
Revolving Loan shall mature and be due and payable in full at 12:00 P.M. (Minneapolis, Minnesota time) on the Term Revolving Loan Maturity Date. Term Revolving Loan Advances borrowed, repaid or prepaid may be reborrowed at any time prior to the Term
Revolving Loan Termination Date; provided that at no time shall the amounts restricted for use as the Required Debt Service Reserve Amount plus all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment amount.


  
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 Exhibit 10.8 

 

 (b) Purpose. Term Revolving Loan Advances shall be used to fund and
maintain the Required Debt Service Reserve Amount, for payments under Section 2.22, including repayment of the Term Loan, and for cash and inventory management purposes of GPO. The Borrowers agree that the proceeds of the Term Revolving Loan
are to be used only for the purposes set forth in this Section 2.03(b). 
 * * * 

(l) Unused Commitment Fee. GPO agrees to pay to the Agent for the account of each Bank a commitment
fee, without duplication, on (i) the Required Debt Service Reserve Amount and (ii) on the average daily unused portion of such Bank’s Revolving Commitment from the Closing Date until the Term Revolving Loan Termination Date, at the
rate of twenty-five (25) basis points on a per annum basis, payable in arrears in quarterly installments payable on the first (1st) day of each third month after the Closing Date during the term of such Bank’s Revolving Commitment, and on
the Term Revolving Loan Termination Date. For purposes of this Agreement, the unused portion of a Bank’s Revolving Commitment for any measurement period shall be the positive difference, if any, of (a) the average daily amount of such
Bank’s Revolving Commitment, minus (b) the Bank’s Pro Rata Share of the average daily outstanding Term Revolving Loan Advances but shall not, for purposes of this Section 2.03(l) only, be deemed utilized by any Swingline Advances
unless the Banks’ participations therein are funded in accordance with Section 2.05. 
 (m) Restriction on
Amount For Required Debt Service Reserve Amount. Notwithstanding anything to the contrary in this Section 2.03, as of July 1, 2011, a portion of the unused Term Revolving Loan Commitment (in an amount equal to three monthly
payments of principal and interest due under the Term Loan) shall be restricted for use as the Required Debt Service Reserve Amount; and Borrowers hereby authorize Agent to make Advances from time to time against such amount, without further notice
to the Borrowers, in such amounts and for the purposes set forth in Section 2.22. 
 (n) Mandatory
Prepayments. If at any time during the term of this Agreement, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three monthly payments of principal and
interest due under the Term Loan, the Borrowers shall prepay the Term Revolving Loan, no later than five (5) Business Days after such non-compliance occurs, in an amount equal to the amount by which the sum of the Required Debt Service Reserve
Amount and all outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment. 

  
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 Exhibit 10.8 

 

 b. As of the Effective Date, Section 2.22 shall be amended, restated and replaced
as follows: 
 Section 2.22. Debt Service Reserve. On or before July 1, 2011, a portion of the unused
Term Revolving Loan Commitment (in an amount equal to three monthly payments of principal and interest due under the Term Loan) shall be restricted for use as set forth in this Section 2.22, which amount may vary from time to time due to
changes in monthly principal and interest payments due on the Term Loan, but shall at no time be less than the next three monthly payments of principal and interest due on the Term Loan (the “Required Debt Service Reserve Amount”).
If at any time during the term of this Agreement, the amount of the Term Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three monthly payments of principal and interest due under the
Term Loan, the Borrowers shall: (A) no later than five (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to the amount by which the sum of the Required Debt Service Reserve Amount and all
outstanding Term Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under Sections
5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have expired, the Agent in its sole
discretion, may make one or more Advances on the Term Revolving Loan for credit to its own account to be held for the benefit of the Banks in the amount of the then past due Obligation. Notwithstanding the foregoing, Agent shall have no obligation
to make any such Advance: (i) if an Event of Default has occurred and is continuing, or (ii) for any purpose other than that for which the Debt Service Reserve was established; provided, however, that if an Event of Default has
occurred and is continuing, the Agent in its sole discretion may make Advances on the Term Revolving Loan for the payment of any Obligation then past due in such order and manner as is consistent with the Agent’s obligations set forth in this
Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize and acknowledges that its obligation to pay required
Obligations are absolute and unconditional and it is not dependent upon the Debt Service Reserve being available to make payment on any Obligation, and nothing herein shall be construed to negate or modify the Borrowers’ absolute and
unconditional obligation to pay the Obligations in accordance with the terms and conditions of this Agreement and the other Loan Documents. 
 2. Limited Waiver. Subject to the terms and conditions set forth in this Amendment, the Banks, by and through the Agent, hereby waive any default or Event of Default that has occurred or
could be deemed to have occurred under Section 2.22 of the Credit Agreement as a result of Borrowers failing to fund the Required Debt Service Reserve Amount in accordance with the terms of section 2.22 of the Credit Agreement prior to the
effectiveness of this Amendment. 
 3. Effect on Credit Agreement. Except as expressly amended by this
Amendment, all of the terms of the Credit Agreement shall be unaffected by this Amendment and shall remain in full force and effect. Nothing contained in this Amendment shall be deemed to constitute a waiver of any rights of the Banks or to affect,
modify, or impair any of the rights of the Banks as provided in the Credit Agreement. 

  
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 Exhibit 10.8 

 

 4. Conditions Precedent to Effectiveness of this Amendment. The
obligations of the Banks hereunder are subject to the conditions precedent that Agent shall have received the following, in form and substance satisfactory to Agent: 
 a. this Amendment duly executed by Borrowers, Agent, and the Banks; and 
 b. all
other documents, instruments, or agreements required to be delivered to Agent under the Credit Agreement and not previously delivered to Agent. 
 5. Representations and Warranties of Borrower. Borrowers hereby agree with, reaffirm, and acknowledge as follows: 
 a. The execution, delivery and performance by Borrowers of this Amendment is within Borrowers’ power, has been duly authorized by all necessary action, and does not contravene: (i) the
certificates of formation or operating agreements of Borrowers; or (ii) any law or any contractual restriction binding on or affecting Borrowers; and does not result in or require the creation of any lien, security interest or other charge or
encumbrance upon or with respect to any of its properties; 
 b. This Amendment is, and each other Loan Document to which
Borrowers are a party when delivered will be, legal, valid and binding obligations of Borrowers enforceable against Borrowers in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity; and 
 c. All other representations, warranties and covenants contained in the Credit Agreement and the other Loan Documents are true and correct and in full force and effect. 

6. Counterparts. It is understood and agreed that this Amendment may be executed in several counterparts each of which
shall, for all purposes, be deemed an original and all of which, taken together, shall constitute one and the same agreement even though all of the parties hereto may not have executed the same counterpart of this Amendment. Electronic delivery of
an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart to this Amendment. 
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and duly authorized, as of the date first above written. 

[SIGNATURE PAGE TO IMMEDIATELY FOLLOW THIS PAGE] 

  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 BORROWER: 

GREEN PLAINS ORD LLC, 
 a Delaware
limited liability company 
  

	
	       /s/ Ron B. Gillis

	By: Ron B. Gillis
	Its: EVP Finance, Treasurer

 and 
 GREEN
PLAINS HOLDINGS LLC, 
 a Delaware limited liability company 

 

	
	       /s/ Ron B. Gillis

	By: Ron B. Gillis
	Its: EVP Finance, Treasurer


  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 AGENT: 

AGSTAR FINANCIAL SERVICES, PCA, 
 as
Administrative Agent 
  

	
	     /s/ Mark Schmidt

	By: Mark Schmidt
	Its: Vice President

 AGSTAR, as a Bank 
 AGSTAR FINANCIAL SERVICES, PCA, 
  

	
	     /s/ Mark Schmidt

	 By: Mark Schmidt

	 Its: Vice President



  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 1st FARM CREDIT SERVICES, PCA/FLCA, as a
Bank 
  

	
	       /s/ Dale A. Richardson

	By: Dale A. Richardson
	Its: VP Illinois Capital Markets Group


  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a
Bank 
  

	
	     /s/ James F. Baltezore

	By: James F. Baltezore
	Its: Vice President


  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 AGFIRST FARM CREDIT BANK, as a Bank

  

	
	     /s/ Bruce B. Fortner

	By: Bruce B. Fortner
	Its: Vice President


  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 BADGERLAND FINANCIAL, ACA, as a Bank

  

	
	     /s/ Larry Coulthard

	By: Larry Coulthard
	Its: VP Loan Participations & Capital Markets


  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 COFINA FINANCIAL, LLC, as a Bank

  

	
	     /s/ Brian Legried

	By: Brian Legried
	Its: President


  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 FEDERAL AGRICULTURAL MORTGAGE CORPORATION,
as a Bank 
  

	
	     /s/ Timothy L McLaughlin

	By: Timothy L. McLaughlin
	Its: Senior Credit Analyst


  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 FARM CREDIT SERVICES OF MID-AMERICA, PCA,
as a Bank 
  

	
	     /s/ Ralph M. Bowman

	By: Ralph M. Bowman
	Its: Vice President


  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 FIRST NATIONAL BANK OF OMAHA, as a Bank

  

	
	     /s/ Fallon Savage

	By: Fallon Savage
	Its: Vice President


  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS ORD LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of June 30, 2011 
 MLIC ASSET HOLDINGS LLC, as a Bank

 BY: TRANSMOUNTAIN LAND & LIVESTOCK COMPANY 
 ITS: MANAGER 
  

	
	     /s/ Barry L. Bogseth

	By: Barry L. Bogseth
	Its: Vice President


  
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 Exhibit 10.8 

 

 SIGNATURE PAGE TO 

SECOND AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 
 GREEN PLAINS ORD LLC (as Borrower), 

GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND 
 THE BANKS 

Dated to be effective as of June 30, 2011 
 UNITED FCS, PCA, as a Bank 
  

	
	     /s/ Joy B. Remer

	By: Joy B. Remer
	Its: VP Financial Analyst


  
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