Third Amendment dated July 28, 2011 to Second Amended and Restated Credit Agmt.



 Exhibit 10.2 
 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE 
 This Third Amendment to Second Amended and Restated Revolving Credit Note (as the same may from time to time be amended, restated, modified or otherwise supplemented, this “Third
Amendment”) is dated this 28th day of July, 2011
from Green Plains Grain Company LLC, a Delaware limited liability company (“IA Borrower”), and Green Plains Grain Company TN, LLC, a Delaware limited liability company (“TN Borrower”, together with IA Borrower and
their successors and assigns, each a “Borrower” and collectively, the “Borrowers”), to and in favor of First National Bank of Omaha, a national banking association (together with its successors and assigns, the
“Lender”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Credit Agreement (defined below). 
 RECITALS 
 WHEREAS, Borrowers executed and delivered to Lender a Second
Amended and Restated Revolving Credit Note dated April 19, 2010, First Amendment to Second Amended and Restated Revolving Credit Note dated November 18, 2010 and Second Amendment to Second Amended and Restated Revolving Credit Note dated
May 31, 2011 (as the same may from time to time be amended, restated, modified or otherwise supplemented, collectively the “Original Revolving Credit Note”); 

WHEREAS, the Original Revolving Credit Note was given in connection with, and governed by, the Second Amended and Restated Credit
Agreement dated April 19, 2010, First Amendment to Second Amended and Restated Credit Agreement dated June 18, 2010, Second Amendment to Second Amended and Restated Credit Agreement dated November 18, 2010, Third Amendment to Second
Amended and Restated Credit Agreement dated February 28, 2011, Fourth Amendment to Second Amended and Restated Credit Agreement dated May 31, 2011 and Fifth Amendment to Second Amended and Restated Credit Agreement dated July 28,
2011, in each case, by and among Borrowers and Lender (as the same may from time to time be amended, restated, modified or otherwise supplemented, collectively the “Credit Agreement”); 

WHEREAS, Borrowers and Lender desire to amend and modify certain terms and conditions of the Original Revolving Credit Note. 

NOW, THEREFORE, for and in consideration of the Recitals set forth above, which are incorporated herein by this reference, and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

AGREEMENT 

1. Each reference in the Original Revolving Credit Note to the principal amount of the Original Revolving Credit Note being “one
hundred seven million dollars” or “$107,000,000,” respectively, is hereby amended to state “one hundred million dollars” or “$100,000,000,” respectively. 

2. The Original Revolving Credit Note is hereby amended by deleting the third (3rd) paragraph in its entirety and substituting the following
paragraph in its place: 
 The Revolving Credit Loans which are evidenced by this Revolving Credit Note consist of (a) a
forty-five million dollar ($45,000,000) Base Facility, (b) a twenty million dollar ($20,000,000) Seasonal Facility and (iii) a thirty-five million dollar ($35,000,000) Bulge Facility. Subject to the other terms and conditions of the Credit
Agreement, the periods during which the Base Facility, Seasonal Facility and Bulge Facility are available shall be determined in accordance with the Revolving Credit Commitment and Section 2.1(a) of the Credit Agreement. 







 3. The Original Revolving Credit Note is hereby amended by deleting the
fourth (4th) paragraph in its entirety and
substituting the following paragraph in its place: 
 Borrowers agree to pay to Lender the Revolving Credit Loans which are
evidenced by this Revolving Credit Note on or before the earlier of (i) November 1, 2011, (ii) termination of the Revolving Credit Facility and (iii) termination of the Credit Agreement. Borrowers may prepay all or any part of
the unpaid principal hereunder without premium or penalty at any time and reborrow, on a revolving basis, the principal amount available on this Revolving Credit Note, subject to the terms and conditions of the Credit Agreement. Notwithstanding the
immediately preceding sentence, the Revolving Credit Loans outstanding under this Revolving Credit Note at any one time shall not exceed the Borrowing Base. 
 4. Except as specifically amended herein, the Original Revolving Credit Note shall remain in full force and effect as originally executed. 

5. This Third Amendment shall be binding on the successors and assigns of the parties hereto. 

6. This Third Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute but one and the same agreement. 
 [Signature Page Follows]


  
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 IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the day and year
first set forth above. 
  

					
	BORROWERS:	 	
		
	Green Plains Grain Company LLC	 	
			
	By:	 	     /s/ Todd Becker
	 	
		 	Name: Todd Becker	 	
		 	Title:   President and Chief Executive Officer	 	
		
	Green Plains Grain Company TN LLC	 	
			
	By:	 	     /s/ Todd Becker
	 	
		 	Name: Todd Becker	 	
		 	Title:   President and Chief Executive Officer	 	
		
	Lender:	 	
		
	First National Bank of Omaha	 	
			
	By:	 	     /s/ Kenneth Feaster
	 	
		 	Name: Kenneth Feaster	 	
		 	Title:   Vice President	 	



  
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