First Amendment to Credit Agreement by and among Green Plains Central City LLC



 Exhibit 10.23(f) 

FIRST AMENDMENT TO 
 CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is entered into to be effective as of December 31, 2010 (the “Effective Date”), among GREEN PLAINS CENTRAL CITY LLC, a Delaware limited liability company (“GPCC”), GREEN PLAINS
HOLDINGS LLC, a Delaware limited liability company (“Holdings” and together with GPCC 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 (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.     Amendment to Defined Term. The following defined term as used in the
Credit Agreement and other Loan Documents shall be amended and restated as follows: 
 “Maintenance Capital
Expenditures” means all Capital Expenditures made in the ordinary course of business to maintain existing business operations of the GPCC in any fiscal year, determined in accordance with GAAP, consistently applied; provided however that
for purposes of the Fixed Coverage Ratio if any such expenditure is separately funded by GPCC’s parent or an Affiliate of GPCC, through an equity investment in GPCC or under approved subordinated indebtedness consistent with the terms of this
Agreement, it shall not be included as a Maintenance Capital Expenditure. 
 2.     Other
Amendments. Subsection 5.02(c) of the Credit Agreement is hereby amended and restated to read as follows: 

(c)     Capital Expenditures. Make any investment in fixed assets, other than Maintenance Capital
Expenditures, in excess of the aggregate amount of One Million and No/100 Dollars ($1,000,000.00) during any fiscal year during the term of this Agreement; or 
 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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 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 Borrower, 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. Borrower hereby agrees with, reaffirms, and acknowledges as follows: 
 a.     The
execution, delivery and performance by Borrower of this Amendment is within Borrower’s power, has been duly authorized by all necessary action, and does not contravene: (i) the certificate of formation or operating agreement of Borrower;
or (ii) any law or any contractual restriction binding on or affecting Borrower; 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 Borrower is a party when delivered
will be, legal, valid and binding obligations of Borrower enforceable against Borrower 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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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
 BORROWER: 

GREEN PLAINS CENTRAL CITY LLC, 
 a
Delaware limited liability company 
  
 By: /s/ Ron B. Gillis

 Name: Ron B. Gillis 
 Title: EVP Finance and Treasurer 
 and 
 GREEN PLAINS HOLDINGS LLC, 
 a Delaware limited liability company 

 
 By: /s/ Ron B. Gillis 

Name: Ron B. Gillis 
 Title: EVP Finance and Treasurer 

  
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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 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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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 1st FARM CREDIT SERVICES, PCA/FLCA, as a Bank 
  

 
 By: Dale A. Richardson 

Its: VP Illinois Capital Markets Group 

  
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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Bank 
 /s/ James F. Baltezore

 By: James F. Baltezore 
 Its:
Vice President 

  
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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 AGFIRST FARM CREDIT BANK, as a Bank 
 /s/ Bruce B. Fortner 

By: Bruce B. Fortner 
 Its: Vice President


  
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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 BADGERLAND FINANCIAL, ACA, as a Bank 
 /s/ Larry Coulthard 

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

  
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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 COFINA FINANCIAL, LLC, as a Bank 
  

 
 By: Brian Legried 

Its: President 

  
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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 FEDERAL AGRICULTURAL MORTGAGE CORPORATION, as a Bank 
 /s/ David D. Burman

 By: David D. Burman 
 Its:
Director Credit Operations 

  
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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 FARM CREDIT SERVICES OF MID-AMERICA, PCA, as a Bank 
 /s/ Mark Strebel

 By: Mark Strebel 
 Its: Credit
Officer 

  
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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 FIRST NATIONAL BANK OF OMAHA, as a Bank 
 /s/ Jeremy Reineke 

By: Jeremy Reineke 
 Its: Vice President


  
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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 MLIC ASSET HOLDINGS LLC, as a Bank, a Delaware limited liability company 
 By:
TRANSMOUNTAIN LAND & LIVESTOCK COMPANY, a Montana corporation 
 ITS: MANAGER 

 
 /s/ Daniel A. O Neill 

By: Daniel A O Neill 
 Its: Vice President


  
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 SIGNATURE PAGE TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 BY AND AMONG 

GREEN PLAINS CENTRAL CITY LLC (as Borrower), 
 GREEN PLAINS HOLDINGS LLC (as Borrower), 
 AGSTAR FINANCIAL SERVICES, PCA (AS
AGENT), AND 
 THE BANKS 
 Dated to be effective as of December 31, 2010 
  
 UNITED FCS, PCA, as a Bank 
  
 /s/ Jeffrey A. Schmidt 
 By: Jeffrey A. Schmidt 

Its: CCO 

  
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