8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 3, 2008

GREEN PLAINS RENEWABLE ENERGY, INC.
(Exact name of registrant as specified in its charter)

Iowa
(State or other jurisdiction of incorporation)

333-121321	84-1652107
(Commission file number)	(IRS employer identification no.)
105 N. 31st Avenue, Suite 103, Omaha, Nebraska	68131
(Address of principal executive offices)	(Zip code)

(402) 884-8700

 (Registrant’s telephone number, including area code)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

After completing the previously-disclosed merger with Great Lakes Cooperative (“Great Lakes”) on April 3, 2008, Green Plains Renewable Energy, Inc. (“Green Plains”) created a wholly-owned subsidiary, Green Plains Grain Company LLC (“GPG”), to assume all of Great Lakes’ assets and liabilities, with the exception of certain investments in regional cooperatives that were excluded from the merger.  

To facilitate the merger and finance GPG’s working capital requirements, Green Plains and GPG have executed loan agreements with various lenders totaling approximately $56.75 million.

GPG Loan Agreement

GPG entered into a credit agreement with the First National Bank of Omaha (“FNBO”). The FNBO credit agreement, and related loan agreements including the Revolving Credit Note, Term Note, Security Agreement,  Post-Closing Agreement, and mortgages (individually and collectively, the “GPG Loan Agreements”) involved total term and revolving credit commitments of $39.0 million.

The term loan proceeds, which totaled $9.0 million, were used to refinance existing debt as well as pay the former Great Lakes’ members a portion of the $12.5 million cash merger consideration. The revolving loan proceeds, which totaled $30.0 million, were used to repay amounts outstanding under Great Lakes’ revolving credit agreement with CoBank, ACB and will be used for working capital purposes for GPG.  The term loan expires on April 3, 2011, and the revolving loan expires on April 3, 2010. Payments of $225,000 under the term loan are due on the last business day of each calendar quarter.  The loans will bear interest at either the base rate (prime) minus 0.25% to plus 0.75% or short-term fixed rates at LIBOR (1, 2, 3 or 6 month) plus 1.75% to 2.75% (each depending on GPG’s Fixed Charge Ratio for the preceding four fiscal quarters).  Under the GPG Loan Agreement, the Fixed Charge Ratio is defined as adjusted EBITDAR divided by Fixed Cha rges, which are the sum of GPG’s interest expense, current maturities under the term loan, rent expense and lease expenses.  Adjusted EBITDAR is defined as net income plus interest expense, rent and lease expense, and noncash expenses (including depreciation and amortization expense, deferred income tax expense and unrealized gains and losses on futures contracts), less interest income and certain capital expenditures.

As security for the loans, the lender received a first-position lien on real estate, equipment, inventory and accounts receivable owned by GPG.  

In accordance with the GPG Loan Agreements, GPG is required to adhere to certain financial covenants and restrictions, including the following:

·

GPG must maintain working capital of at least $7.0 million. The working capital requirement is increased to $9.0 million in fiscal 2009 and $11.0 million in fiscal 2010.

·

GPG must maintain tangible net worth of at least $10.0 million. The tangible net worth requirement is increased to $12.0 million in fiscal 2009 and $15.0 million in fiscal 2010.

·

GPG must maintain a Fixed Charge Ratio of 1.10x or more and a Senior Leverage Ratio that does not exceed 2.25x.  Senior Leverage Ratio is debt, excluding amounts under the Revolving Credit Note, divided by EBITDAR as defined.

·

Capital expenditures for GPG are restricted to $2.5 million during fiscal 2008. That amount is reduced to $1 million for subsequent years; provided, however, that any unused portion from any fiscal year may be added to the limit for the next succeeding year.

Concurrently, Green Plains entered into a Post-Closing Agreement with FNBO. Green Plains agreed to invest up to $2.0 million in GPG if required for compliance with financial covenants and guaranty certain of GPG’s obligations.

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Green Plains Loan Agreement

Green Plains entered into various fixed-priced corn purchase and sale contracts with Great Lakes subsequent to the execution of the original merger agreement in August 2007. At March 31, 2008, Green Plains had open contracts for 11.9 million bushels of corn from April 2008 through February 2009. Green Plains and Great Lakes agreed to accelerate the sale of the corn and the related payment for 4.0 million bushels. The corn will be stored in GPG’s elevators until required for Green Plains’ ethanol operations. To finance the payment of this grain, Green Plains entered into a Business Loan Agreement, Commercial Pledge Agreement, and two Promissory Notes with Americana Community Bank (individually and collectively, the “Green Plains Loan Agreements”) totaling $16.0 million. Great Lakes utilized the proceeds from the grain sales to repay amounts outstanding under its revolving credit agreement with CoBank, ACB.

The Green Plains Loan Agreements are secured by negotiable grain warehouse receipts issued to Green Plains on 4.0 million bushels of corn. Under the terms of the Green Plains Loan Agreements, Green Plains is required to maintain a minimum loan to value ratio and was required to purchase put options to minimize the underlying commodity price risk of the corn.

Pursuant to the terms of the Green Plains Loan Agreements, Green Plains is required to make monthly interest payments at a 10% per annum interest rate beginning on May 1, 2008. Green Plains is required to make principal payments of $4.0 million on June 20, 2008 and July 20, 2008. The remaining principal balance of $8.0 million is due at maturity on August 20, 2008. Green Plains expects to utilize the corn in its ethanol operations consistent with the loan maturity schedule.    

Americana Community Bank received a loan origination fee of $450,000.

GPG Equipment Financing Agreement

On April 3, 2008, GPG executed two separate equipment financing agreements with AXIS Capital Inc. totaling $1.75 million (individually and collectively, the “GPG Equipment Financing Agreements”). These GPG Equipment Financing Agreements provide financing for designated vehicles, implements and machinery acquired as a result of the merger. Green Plains agreed to guaranty the GPG Equipment Financing Agreements.  Pursuant to the terms of the agreements, GPG is required to make forty-eight monthly payments totaling of $43,341 each. The first payments were made at the time of closing.

The President and Chief Executive Officer of AXIS Capital Inc., Gordon F. Glade, is a member of Green Plains’ Board of Directors.

Item 2.01.  Completion of Acquisition of Disposition of Assets.

Reference is made to Item 1.01, which disclosure is herein incorporated by reference.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to Item 1.01, which disclosure is herein incorporated by reference.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number

Description

10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11

Credit Agreement between Green Plains Grain Company LLC and First National Bank of Omaha, executed April 3, 2008. Revolving Credit Note made by Green Plains Grain Company LLC in favor of First National Bank of Omaha, executed April 3, 2008. Term Loan Note made by Green Plains Grain Company LLC in favor of First National Bank of Omaha, executed April 3, 2008. Security Agreement between Green Plains Grain Company LLC and First National Bank of Omaha, executed April 3, 2008. Fee Agreement between Green Plains Grain Company LLC and First National Bank of Omaha, executed April 3, 2008. Post-Closing Agreement between Green Plains Grain Company LLC and First National Bank of Omaha, executed April 3, 2008. Business Loan Agreement between Green Plains Grain Company LLC and Americana Community Bank, executed April 3, 2008. Commercial Pledge Agreement between Green Plains Grain Company LLC and Americana Community Bank, executed April 3, 2008. Promissory Note made by Green Plains Grain Company LLC in favor of Americana Community Bank, executed April 3, 2008. Promissory Note made by Green Plains Grain Company LLC in favor of Americana Community Bank, executed April 3, 2008. AXIS Capital Inc. Equipment Financing Agreements, effective April 3, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 9, 2008
GREEN PLAINS RENEWABLE ENERGY, INC.

By: /s/ Wayne B. Hoovestol                        Wayne B. Hoovestol
Chief Executive Officer (Principal Executive Officer)

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EX-10

EXHIBIT 10.1

______________________________________________________________

CREDIT AGREEMENT

Green Plains Grain Company LLC

as Borrower

with

First National Bank of Omaha

as Lender

dated as of April 3, 2008

____________________________________________________

TABLE OF CONTENTS

SECTION 1.

DEFINITIONS AND INTERPRETATION

1

1.1.

Terms Defined

1

1.2.

Matters of Construction

12

1.3.

Accounting Principles

12

SECTION 2.

THE LOANS

13

2.1.

Description

13

2.2.

Funding Procedures

14

2.3.

Interest

14

2.4.

Payments

15

2.5.

Use of Proceeds

16

2.6.

Fees

16

2.7.

Alternate Rate of Interest

17

2.8.

Increased Costs

17

2.9.

Break Funding Payments

18

2.10.

Taxes.

18

SECTION 3.

CLOSING AND CONDITIONS PRECEDENT TO ADVANCES

19

3.1.

Conditions Precedent to Closing

19

3.2.

Conditions Precedent to Advances

21

3.3.

Compliance with this Agreement

22

3.4.

Closing Certificate

22

3.5.

Closing

22

3.6.

Non-Waiver of Rights

22

SECTION 4.

REPRESENTATIONS AND WARRANTIES

22

4.1.

Organization, Powers, Authorization and Enforceability

22

4.2.

No Conflicts

23

4.3.

Financial Condition / Full Disclosure

23

4.4.

Governmental Approval

23

4.5.

Pending Litigation

23

4.6.

Taxes

23

4.7.

Insurance.

23

4.8.

Contracts, etc.

24

4.9.

Compliance with Laws

24

4.10.

Equity Interests

24

4.11.

Associations

24

4.12.

Labor Matters

24

4.13.

ERISA

24

4.14.

Debt

24

4.15.

Title to Property

25

4.16.

Collateral Locations

25

4.17.

Location of Bank and Brokerage Accounts

25

SECTION 5.

BORROWER’S AFFIRMATIVE COVENANTS

25

5.1.

Financial and Business Information

25

5.2.

Tax Returns and Reports

26

5.3.

Material Adverse Effect

26

5.4.

Litigation / Loss

26

5.5.

Places of Business; Jurisdiction of Organization; Name

26

5.6.

Maintenance of Insurance, Financial Records and Legal Existence.

27

5.7.

Business Conducted

27

5.8.

Payment of Obligations, Taxes and Claims

28

5.9.

Financial Covenants

28

5.10.

Swap Requirement.

28

5.11.

Maintenance of Property / Inspection

28

SECTION 6.

BORROWER’S NEGATIVE COVENANTS

28

6.1.

Debt

28

6.2.

Liens, Claims and Encumbrances

29

6.3.

Loans, Advances and Investments

29

6.4.

Distributions

29

6.5.

Sale of Assets, Merger, Consolidation, Dissolution or Liquidation of Borrower.

29

6.6.

Change of Control of Parent

29

6.7.

Transactions With Affiliates

30

6.8.

Bank and Brokerage Accounts; Deposits

30

6.9.

Hedging

30

SECTION 7.

DEFAULT

30

7.1.

Events of Default

30

7.2.

Cure

30

7.3.

Rights and Remedies on Default.

30

7.4.

Nature of Remedies

33

7.5.

Set-Off

33

SECTION 8.

Miscellaneous

34

8.1.

Governing Law

34

8.2.

Integrated Agreement

34

8.3.

Waiver and Indemnity.

34

8.4.

Time

35

8.5.

Expenses of Lender

35

8.6.

Confidentiality

35

8.7.

Notices.

35

8.8.

Headings

35

8.9.

Survival

36

8.10.

Successors and Assigns.

36

8.11.

Duplicate Originals

36

8.12.

Modification

36

8.13.

Signatories

36

8.14.

Third Parties

36

8.15.

Waivers.

36

8.16.

Consent to Jurisdiction

37

8.17.

Waiver of Jury Trial

37

8.18.

Discharge of Taxes, Borrower’s Obligations, Etc.

37

8.19.

Injunctive Relief

38

8.20.

Transfers, Participations and Securitizations.

38

SECTION 9.

Notice - Written Agreements.

39

EXHIBITS

A – Real Property

B – Revolving Credit Note

C – Term Loan Note

D – Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents

E – Security Agreement

F – Control Agreement

G – Environmental Indemnity Agreement

H – Borrowing Base Report

I  –  Compliance Certificate

SCHEDULES

4.15 – Agreements Regarding Rights, Options and Leases

4.16 – Collateral Locations

4.17 – Location of Bank and Brokerage Accounts

CREDIT AGREEMENT

This Credit Agreement (as the same may from time to time be amended, restated, modified or otherwise supplemented, this “Agreement”) is dated this 3rd day of April, 2008 by and among Green Plains Grain Company LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Borrower”), and First National Bank of Omaha, a national banking association (together with its successors and assigns, the “Lender”).

RECITALS

WHEREAS, Borrower has requested that Lender loan up to thirty-nine million dollars ($39,000,000) to Borrower via (a) a thirty million dollar ($30,000,000) revolving credit facility, the proceeds of which will be used to finance Borrower’s working capital needs and (b) a nine million dollar ($9,000,000) term loan facility, the proceeds of which will be used to refinance Borrower’s existing debt and for general business purposes;

WHEREAS, the loans will generally be secured by (a) the personal property of Borrower (other than rolling stock and equipment owned by Borrower on the date hereof), now existing or hereafter acquired, and (b) the real property of Borrower described on Exhibit A attached hereto and all improvements now or hereafter existing thereon; and

WHEREAS, Lender is willing to make the loans on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for and in consideration of Lender making the loans to Borrower, the premises set forth above, which are incorporated herein by this reference and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

SECTION 1.

DEFINITIONS AND INTERPRETATION

1.1

Terms Defined.  As used in this Agreement, the following terms have the following respective meanings:

“Account” means a right to payment of a monetary obligation including, without limitation, all accounts, contract rights, instruments, documents, chattel paper and general intangibles in which Borrower now has or hereafter acquires any right.

“Account Debtor” means the Person who is obligated on an Account.

“Advance” means any monies advanced or credit extended as Revolving Credit Loans or the Term Loan to or for the benefit of Borrower by Lender.

“Affiliate” means, with respect to any specified Person, (a) any Person which directly or indirectly controls, or is controlled by, or is under common control with, the specified Person, and (b) any director or officer (or, in the case of a Person which is not a corporation, any individual having analogous powers) of the specified Person or of a Person who is an Affiliate of the specified Person within the meaning of the preceding clause (a). For purposes of the preceding sentence, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, or direct or indirect ownership (beneficially or of record) of, or direct or indirect power to vote, 5% or more of the equity interests of such Person.

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“Applicable Margin” means, with respect to any date, the annual rates of interest set forth under the LIBOR Rate Margin when the LIBOR Rate is in effect or the Base Rate Margin when the Base Rate is in effect, according to the applicable level in the following grid, with such level to be determined on the basis of the Fixed Charge Ratio set forth in the Compliance Certificate for the most recent fiscal quarter of Borrower, and any changes to such level to take effect on the first (1^st) of the month following receipt of such Compliance Certificate by Lender:

	Fixed Charge Ratio	Libor Rate Margin	Base Rate Margin
Level 1	<1.00x	+2.75%	+0.75%
Level 2	≥1.00x and <1.15x	+2.50%	+0.50%
Level 3	≥1.15x and <1.30x	+2.25%	+0.25%
Level 4	≥1.30x and <1.45x	+2.00%	0.00%
Level 5	≥1.45x	+1.75%	-0.25%

“Authorized Officer” means any officer of Borrower or its sole member authorized by specific resolutions of Borrower and its sole member to request Revolving Credit Loans or the Term Loan as set forth in the incumbency certificate referred to in Section 3.1(h) hereof.

“Base LIBOR Rate” means, with respect to any LIBOR Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by Lender from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such LIBOR Interest Period, as the rate for dollar deposits with a maturity comparable to such LIBOR Interest Period.  In the event that such rate is not available at such time for any reason, then the “Base LIBOR Rate” with respect to such Revolving Credit Loan for such LIBOR Interest Perio d shall be the rate at which dollar deposits of the amount of such Revolving Credit Loan and for a maturity comparable to such LIBOR Interest Period are offered by the principal London office of any major bank in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such LIBOR Interest Period.

“Base Rate” means, with respect to any date, an annual rate of interest (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of: (a) the rate most recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks; plus (b) the Applicable Margin.  The Base Rate shall be adjusted every day.

“Board” means the Board of Governors of the Federal Reserve Systems of the United States.

“Borrower” has the meaning set forth in the introductory paragraph of this Agreement and, when used in a historical context (i.e., prior to the Closing Date), includes Great Lakes Cooperative, an Iowa cooperative association, and Green Plains Grain Cooperative, an Iowa cooperative association, the predecessors-in-interest to Borrower.

2

“Borrowing Base” means an amount equal to the lesser of: (a) the Revolving Credit Commitment; and (b) the sum of (i) 85% of the Value of Eligible Accounts Receivable, plus (ii) 70% of the Value of Eligible Non-Grain Inventory, plus (iii) 90% of the Value of Eligible Grain Inventory Evidenced By Warehouse Receipts, plus (iv) 80% of the Value of Eligible Grain Inventory Not Evidenced By Warehouse Receipts, plus (v) 85% of the Value of Grain Forward Contracts (1 Year), plus (vi) 60% of the Value of Grain Forward Contracts (2 Years), plus (vii) 100% of the Value of Hedging Accounts, minus (viii) 100% of all amounts payable by Borrower with respect to grain included in clauses (iii) and (iv) above, minus (ix) 100% of outstanding checks and other outstanding forms of payment by Borrower to satisfy amounts payable under clause (viii) above (to the extent the corresponding payable has b een reduced), minus (x) 100% of accrued and unpaid interest on the Debt, minus (xi) 100% of outstanding letters of credit issued on behalf of Borrower.  As of any date, the Borrowing Base shall be determined on the basis of the information contained in the most recent Borrowing Base Report.

“Borrowing Base Report” has the meaning set forth in Section 3.1(t) hereof.

“Borrowing Notice” means a written, telex, telecopy or telephonic notice by Borrower to Lender specifying (a) the Effective Date of making any Advance under the Revolving Credit Facility or Term Loan Facility, (b) the amounts of, and Rate Options applicable to, any Advance requested under the Revolving Credit Facility, (c) the amount of any Advance requested under the Term Loan Facility and (d) the duration of the LIBOR Interest Period applicable to any Advance requested under the Revolving Credit Facility bearing interest at the LIBOR Rate.

“Business Day” means any day other than a Saturday, Sunday or any day on which banking institutions in Omaha, Nebraska are permitted or required by law, executive order or governmental decree to remain closed or a day on which Lender is closed for business.

“Capital Expenditures” means, with respect to any period, the expenditures of Borrower for such period in connection with the purchase of any fixed or capital assets required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“Change in Law” means (a) the adoption of any law, rule or regulation by any governmental authority after the Closing Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any governmental authority after the Closing Date or (c) compliance by Lender with any binding request, guideline or directive (whether or not having the force of law) of any governmental authority made or issued after the Closing Date.

“Change of Control” has the meaning set forth in Section 6.6 hereof.

“Closing” has the meaning set forth in Section 3.5 hereof.

“Closing Date” has the meaning set forth in Section 3.5 hereof.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and rulings issued thereunder.

“Collateral” means the Personal Property, Real Property and all other Property that now or hereafter secures the payment and performance of any of the Obligations pursuant to any of the Loan Documents or otherwise.

“Compliance Certificate” has the meaning set forth in Section 3.1(u) hereof.

“Control Agreements” has the meaning set forth in Section 3.1(d) hereof.

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“Debt” means, with respect to any date, whether or not included as indebtedness or liabilities in accordance with GAAP, the sum of Borrower’s: (a) obligations for borrowed money; plus (b) obligations evidenced by bonds, debentures, notes or other similar instruments; plus (c) obligations under conditional sale or other title retention agreements relating to property purchased to the extent of the value of such property; plus (d) obligations to pay the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business and due within six months of the incurrence thereof); plus (e) obligations under Capitalized Leases; plus (f) obligations under operating leases for rolling stock and equipment; plus (g) obligations to purchase securities or other property which arise out of or in connection with the sale of the same or substantially similar securities or property; plus (h) obligations to reimburse any other Person in respect of amounts paid under a letter of credit, bankers’ acceptance or similar instrument; plus (i) guaranties of the obligations of any other Person.

“Default Rate” means the rate of interest otherwise applicable on Revolving Credit Loans and the Term Loan plus five percent (5%).

“Disclosures” has the meaning set forth in Section 8.20(b) hereof.

“Distribution” means (a) dividends or other distributions on the equity interests of Borrower, (b) the redemption, repurchase or acquisition of such equity interests or of warrants, rights or other options to purchase such equity interests and (c) loans made to any member of Borrower.

“EBITDAR” means, with respect to any date, for the most recently ended four fiscal quarters of Borrower, the sum of Borrower’s: (a) Net Income for such period; plus (b) any amount which, in the determination of Net Income for such period, has been deducted for (i) Interest Expense, (ii) provisions for federal, state, local and foreign income taxes, (iii) depreciation, amortization (including, without limitation, amortization of goodwill and other intangible assets), impairment of goodwill and other non-recurring non-cash charges (excluding any such non-cash charge to the extent that it represents amortization of a prepaid cash expense that was paid in a prior period or an accrual of, or a reserve for, cash charges or expenses in any future period), (iv) rent and lease expense and (v) unrealized losses on mark-to-market accounting for hedging activities; minus (c) any amount which, in the determination of Net Income for such period, has been added for (i) interest income, (ii) any non-cash income or non-cash gains, (iii) any extraordinary, unusual or non-recurring income and (iv) unrealized gains on mark-to-market accounting for hedging activities; all as determined in accordance with GAAP.

“Effective Date” means any Business Day designated by Borrower in a Borrowing Notice, Rate Selection Notice or Prepayment Notice as the date any Advance, rate selection or prepayment, as the case may be, shall become effective.

“Eligible Accounts Receivable” means any Account in which Lender has a first priority perfected security interest and which complies with each of the following requirements:

(a)

it arises out of a bona fide sale of goods or services sold and delivered by or on behalf of Borrower, or is in the process of being delivered by or on behalf of Borrower, to the Account Debtor on said Account;

(b)

it has been identified to Lender by Borrower in a manner reasonably satisfactory to Lender;

(c)

it is evidenced by an invoice to the Account Debtor thereunder;

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(d)

it has not remained unpaid in whole or in part for a period of more than ninety (90) days from the due date set forth in the original invoice (such due date not to exceed twenty (20) days from the original invoice date);

(e)

it is not owed by an Account Debtor who is an employee of or which is an Affiliate of Borrower (other than Accounts that arise with respect to the sale of grain by Borrower to Parent, GPRE Shenandoah LLC or Superior Ethanol, LLC for use at their Shenandoah, Iowa ethanol plant or Superior, Iowa ethanol plant in accordance with Section 6.7 hereof);

(f)

it is not owing by any Account Debtor located outside of the United States;

(g)

the amount of such Account represented as owing is not disputed and it is net of any credit or allowance given by Borrower to such Account Debtor; and

(h)

the Account is not subject to any counterclaim or defense asserted by the Account Debtor thereunder, nor is it subject to any offset or contra account payable to the Account Debtor or to any repurchase obligations or return rights.

“Eligible Grain Inventory Evidenced By Warehouse Receipts” means any Grain Inventory in which Lender has a first priority perfected security interest and which complies with each of the following requirements:

(a)

it is owned by Borrower and such ownership is evidenced by warehouse receipt;

(b)

it is readily usable or marketable by Borrower in the ordinary course of its business;

(c)

it substantially conforms to the represented specifications and other quality standards of Borrower;

(d)

it has been identified to Lender by Borrower in a manner reasonably satisfactory to Lender;

(e)

it is located at a location in the United States of America disclosed to and approved by Lender and, if requested by Lender, any Person (other than Borrower) owning or controlling such location shall have waived all right, title and interest in and to such Grain Inventory in a manner satisfactory to Lender;

(f)

it is priced in accordance with GAAP and consistent with Borrower’s method of pricing of Grain Inventory elected in its year-end financial statements referred to in Section 5.1(a) hereof; and

(g)

it has not given rise to an Account.

“Eligible Grain Inventory Not Evidenced By Warehouse Receipts” means any Grain Inventory in which Lender has a first priority perfected security interest and which complies with each of the following requirements:

(a)

it is owned by Borrower and such ownership is not evidenced by warehouse receipt;

(b)

it is readily usable or marketable by Borrower in the ordinary course of its business;

5

(c)

it substantially conforms to the represented specifications and other quality standards of Borrower;

(d)

it has been identified to Lender by Borrower in a manner reasonably satisfactory to Lender;

(e)

it is located at a location in the United States of America disclosed to and approved by Lender and, if requested by Lender, any Person (other than Borrower) owning or controlling such location shall have waived all right, title and interest in and to such Grain Inventory in a manner satisfactory to Lender;

(f)

it is priced in accordance with GAAP and consistent with Borrower’s method of pricing of Grain Inventory elected in its year-end financial statements referred to in Section 5.1(a) hereof; and

(g)

it has not given rise to an Account.

“Eligible Non-Grain Inventory” means any Non-Grain Inventory in which Lender has a first priority perfected security interest and which complies with each of the following requirements:

(a)

it is owned by Borrower;

(b)

it is readily usable or marketable by Borrower in the ordinary course of its business;

(c)

it substantially conforms to the represented specifications and other quality standards of Borrower;

(d)

it has been identified to Lender by Borrower in a manner reasonably satisfactory to Lender;

(e)

it is located at a location in the United States of America disclosed to and approved by Lender and, if requested by Lender, any Person (other than Borrower) owning or controlling such location shall have waived all right, title and interest in and to such Non-Grain Inventory in a manner satisfactory to Lender;

(f)

it is priced in accordance with GAAP and consistent with Borrower’s method of pricing of Non-Grain Inventory elected in its year-end financial statements referred to in Section 5.1(a) hereof; and

(g)

it has not given rise to an Account.

 “Environmental Indemnity Agreement” has the meaning set forth in Section 3.1(e) hereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and rulings issued thereunder.

“ERISA Affiliate” means any Person that, together with Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, Section 414(m) of the Code.

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“ERISA Event” means: (a) the occurrence of a “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan unless the 30 day notice period requirement with respect to such event has been waived or the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) for plan years beginning prior to 2008, the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the fil ing of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by Borrower or its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by Borrower or its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by Borrower or its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by Borrower or its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from Borrower or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” has the meaning set forth in Section 7.1 hereof.

“Exchange Act” has the meaning set forth in Section 6.6(a) hereof.

“Expenses” has the meaning set forth in Section 8.5 hereof.

“Fixed Charge EBITDAR Deductions” means, with respect to any date, for the most recently ended four fiscal quarters of Borrower, the sum of Borrower’s:  (a) provisions for federal, state, local and foreign income taxes (i.e., amounts added to Net Income in the calculation of EBITDAR); plus (b) Capital Expenditures (excluding two million one hundred thousand dollars ($2,100,000) during fiscal 2008); plus (c) Distributions.

“Fixed Charge Ratio” means, with respect to any date, the ratio of: (a) EBITDAR as of such date minus Fixed Charge EBITDAR Deductions as of such date; to (b) Fixed Charges as of such date.

“Fixed Charges” means, with respect to any date, for the most recently ended four fiscal quarters of Borrower, the sum of Borrower’s: (a) Interest Expense; plus (b) current maturities of Debt (excluding the principal amount of any Revolving Credit Loans outstanding); plus (c) rent and lease expense.

“GAAP” means generally accepted accounting principles, consistently applied.

“Grain Forward Contracts (1 Year)” means contracts entered into by Borrower, as of any date, under which Borrower commits to purchase grain delivered within one (1) year of such date, and with respect to which (a) Borrower is hedged with a short position in a futures contract maintained in a Hedging Account and (b) Lender has a first priority perfected security interest.

“Grain Forward Contracts (2 Years)” means contracts entered into by Borrower, as of any date, under which Borrower commits to purchase grain delivered between one (1) and two (2) years of such date, and with respect to which (a) Borrower is hedged with a short position in a futures contract maintained in a Hedging Account and (b) Lender has a first priority perfected security interest.

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“Grain Inventory” means corn, soybeans, oats and other grains held for sale by Borrower.

“Great Lakes Grain Storage” means Great Lakes Grain Storage, L.L.C., an Iowa limited liability company.

“Hedging Accounts” means commodity trading accounts maintained by Borrower for hedging purposes with any reputable broker reasonably acceptable to Lender, and in which Lender has a first priority perfected security interest.

“Hedging Policy” means a policy setting forth standards, practices and procedures with respect to Borrower’s hedging activities approved by the Board of Directors of Parent and reasonably acceptable to Lender.

“Incumbent  Directors” has the meaning set forth in Section 6.6(b) hereof.

“Indemnified Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any governmental authority (other than income and franchise taxes imposed on the net income of Lender).

“Interest Expense” means, with respect to any period, the interest expense of Borrower for such period payable in connection with Debt (including all computed interest on Capitalized Leases and operating leases for rolling stock and equipment).

“LIBOR Interest Period” means: (a) with respect to any Revolving Credit Loan bearing interest at the LIBOR Rate, a period of one (1), two (2), three (3) or six (6) months commencing on a Business Day and selected by Borrower in its Borrowing Notice or Rate Selection Notice; and (b) with respect to the Term Loan, a period of three (3) months commencing on every January 1, April 1, July 1 and October 1.  If any LIBOR Interest Period would otherwise end on a day which is not a Business Day, such LIBOR Interest Period shall end on the next succeeding Business Day; provided, however, that if said next succeeding Business Day falls in a new month such LIBOR Interest Period shall end on the immediately preceding Business Day.

“LIBOR Rate” means, with respect to any LIBOR Interest Period, an annual rate of interest (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of: (a)(i) the Base LIBOR Rate for such LIBOR Interest Period multiplied by (ii) the Statutory Reserve Rate; plus (b) the Applicable Margin.

“Loan Documents” means this Agreement, the Revolving Credit Note, the Term Loan Note, the Mortgages, the Security Agreement, the UCC-1 Financing Statement, the Control Agreements, the Environmental Indemnity Agreement and any other agreements, instruments, documents and certificates executed and/or delivered in connection with this Agreement, as each may be amended, restated, modified or otherwise supplemented from time to time.

“Loan Pool” means: (a) in the context of a Securitization, any pool or group of loans that are a part of such Securitization; (b) in the context of a Transfer, all loans which are sold, transferred or assigned to the same transferee; and (c) in the context of a Participation, all loans as to which participating interests are granted to the same participant.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of Borrower, (b) the ability of Borrower to perform any of its obligations under any Loan Document or (c) the rights of or benefits available to Lender under any Loan Document.

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“Minimum Notice Period” means a period commencing no later than 10:00 a.m., Omaha time, (a) on the Effective Date of any Advance under the Revolving Credit Facility bearing interest at the Base Rate, (b) three Business Days prior to the Effective Date of any Advance or payment under the Revolving Credit Facility bearing interest at the LIBOR Rate or rate selection under the Revolving Credit Facility and (c) three Business Days prior to the Effective Date of any payment under the Term Loan Facility (other than the quarterly payments required by Section 2.4(c) hereof).

“Mortgages” has the meaning set forth in Section 3.1(b) hereof.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Income” means, with respect to any period, the net income (loss) of Borrower for such period, determined in accordance with GAAP.

“Non-Grain Inventory” means all raw materials, work in process, finished goods, supplies and goods other than Grain Inventory held for sale or lease or furnished or to be furnished under contracts of service in which Borrower now has or hereafter acquires any right.

“Non-Use Fee Rate” means, with respect to any date, the annual rates of interest set forth under the Non-Use Fee Rate, according to the applicable level in the following grid, with such level to be determined on the basis of the Fixed Charge Ratio set forth in the Compliance Certificate for the most recent fiscal quarter of Borrower, and any changes to such level to take effect on the first (1^st) of the month following receipt of such Compliance Certificate by Lender:

	Fixed Charge Ratio	Non-Use Fee Rate
Level 1	<1.00x	+0.500%
Level 2	≥1.00x and <1.15x	+0.375%
Level 3	≥1.15x and <1.30x	+0.375%
Level 4	≥1.30x and <1.45x	+0.250%
Level 5	≥1.45x	+0.125%

“Obligations” means all now existing or hereafter arising loans, advances, liabilities, debts, obligations, covenants and duties of payment or performance of every kind, matured or unmatured, direct or contingent, owing, arising, due or to become due, or payable to Lender, by or from Borrower, in each case to the extent arising out of this Agreement or any other Loan Document or otherwise including, without limitation, all obligations to repay principal of and interest on Revolving Credit Loans and the Term Loan, all obligations to pay interest, fees, costs, charges, expenses and any other sums chargeable to Borrower under the Loan Documents or any other agreement with Lender, whether or not evidenced by any note or other instrument.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“Parent” means Green Plains Renewable Energy, Inc., an Iowa corporation.

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“Participation” means one or more grants by Lender to a third party of a participating interest in notes evidencing obligations to repay secured or unsecured loans owned by Lender or any or all servicing rights with respect thereto.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Exceptions” means: (a) the liens for current taxes and assessments with respect to the Real Property, not yet due and payable; (b) liens and security interests in favor of Lender; (c) those easements, restrictions, liens and encumbrances with respect to the Real Property set forth as exceptions in the title insurance policies issued to Lender and approved by Lender in its reasonable discretion; and (d) any other matters which have been approved in writing by Lender.

“Person” means any individual, corporation, partnership, limited liability partnership, limited liability company, association, trust, unincorporated organization, joint venture, court or government or political subdivision or agency thereof, or other entity.

“Personal Property” means the personal property of Borrower (other than rolling stock and equipment owned by Borrower on the date hereof) described in the Security Agreement, now existing or hereafter acquired.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which Borrower or its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prepayment Notice” means a written, telex, telecopy or telephonic notice by the Company to the Administrative Agent pursuant to Section 2.4(d) hereof specifying the amount of principal to be prepaid and the Effective Date of such prepayment.

“Property” means an interest of Borrower in any kind of property or asset, whether real or personal, tangible or intangible, and includes the Collateral and any equity interest in Borrower.

“Rate Option” means the LIBOR Rate or the Base Rate.

“Rate Selection Notice” means a written, telex or telephonic notice by Borrower to Lender specifying: (a) the principal amount of the outstanding Revolving Credit Loans that shall be governed by the LIBOR Rate; (b) the LIBOR Interest Period applicable thereto; and (c) the Effective Date of each such LIBOR Rate selection.

“Real Property” means the real property of Borrower described on Exhibit A attached hereto and in the Mortgages and all improvements now or hereafter existing thereon.

“Revolving Credit Commitment” means an amount equal to thirty million dollars ($30,000,000).

“Revolving Credit Facility” has the meaning set forth in Section 2.1(a) hereof.

“Revolving Credit Maturity Date” has the meaning set forth in Section 2.1(d) hereof.

“Revolving Credit Note” has the meaning set forth in Section 2.1(c) hereof.

“Revolving Credit Loans” has the meaning set forth in Section 2.1(b) hereof.

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“Securitization” means one or more sales, dispositions, transfers or assignments by Lender to a special purpose corporation, trust or other entity identified by Lender of notes evidencing obligations to repay secured or unsecured loans owned by Lender (and, to the extent applicable, the subsequent sale, transfer or assignment of such notes to another special purpose corporation, trust or other entity identified by Lender), and the issuance of  bonds, certificates, notes or other instruments evidencing interests in pools of such loans, whether in connection with a permanent asset securitization or a sale of loans in anticipation of a permanent asset securitization.  Each Securitization shall be undertaken in accordance with all requirements which may be imposed by the investors or the rating agencies involved in each such sale, disposition, transfer or assignment or whi ch may be imposed by applicable securities, tax or other laws or regulations.

“Security Agreement” has the meaning set forth in Section 3.1(c) hereof.

“Senior Leverage Ratio” means, with respect to any date, the ratio of (a) Debt (excluding the principal amount of any Revolving Credit Loans outstanding) as of such date to (b) EBITDAR as of such date.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which Lender is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D.  Revolving Credit Loans bearing interest at the LIBOR Rate and the Term Loan shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture, trust or other legal entity of which Borrower owns directly or indirectly 50% or more of the outstanding voting stock or equity interests, or of which Borrower has effective control, by contract or otherwise.

“Tangible Net Worth” means, with respect to any date, the sum of Borrower’s: (a) total assets (excluding any assets which are treated as intangibles in conformity with GAAP); minus (b) total liabilities, all as determined in accordance with GAAP.

“Term Loan Commitment” means an amount equal to nine million dollars ($9,000,000).

“Term Loan Facility” has the meaning set forth in Section 2.1(a) hereof.

“Term Loan Maturity Date” has the meaning set forth in Section 2.1(d) hereof.

“Term Loan Note” has the meaning set forth in Section 2.1(c) hereof.

“Term Loan” has the meaning set forth in Section 2.1(b) hereof.

“Term Rate” means, with respect to any date, an annual rate of interest (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of: (a) the LIBOR Rate; plus (b) twenty-five basis points (0.25%) per annum.

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“Transfer” means one or more sales, transfers or assignments by Lender to a third party of notes evidencing obligations to repay secured or unsecured loans owned by Lender or any or all servicing rights with respect thereto.

“Unmatured Event of Default” means an event which with the passage of time, giving of notice or both, would become an Event of Default.

“Value” means, as of any given date, an amount equal to: (a) for Eligible Accounts Receivable, the amount owing; (b) for Eligible Non-Grain Inventory, the lesser of (i) cost determined on a FIFO inventory basis of accounting (all in accordance with GAAP) and (ii) market price for inventory of similar kind, quality, quantity and condition; (c) for Eligible Grain Inventory Evidenced By Warehouse Receipts and Eligible Grain Inventory Not Evidenced By Warehouse Receipts, the average daily price at which Borrower purchased inventory of similar kind, quality, quantity and condition; (d) for Grain Forward Contracts (1 Year) and Grain Forward Contracts (2 Years), the excess or deficit product of (i) the futures price quoted on the Chicago Board of Trade for the futures contract hedging each such contract minus the applicable purchase price per bushel for each such contract multiplied by (ii) the number of bushels hedged under each such contract; provided, however, that the Value of Grain Forward Contracts (2 Years) shall not exceed five hundred thousand dollars ($500,000) in the aggregate; and (e) for Hedging Accounts, the excess or deficit account balances that would exist if all contracts held in such accounts were liquidated and all gains and losses on such contracts were realized plus all amounts held as margin (whether initial, maintenance or otherwise) in such accounts.  

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Working Capital” means, with respect to any date, the sum of Borrower’s: (a) current assets; minus (b) current liabilities (including the principal amount of any Revolving Credit Loans outstanding and current maturities under the Term Loan Facility), all as determined in accordance with GAAP.

1.2

Matters of Construction.  The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Lender is a party including, without limitation, references to any of the Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof.

1.3

Accounting Principles.  Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with GAAP, to the extent applicable, except as otherwise expressly provided in this Agreement.

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SECTION 2.

THE LOANS

2.1

Description.

(a)

Subject to the other terms and conditions of this Agreement, Lender hereby establishes loans for the benefit of Borrower of up to thirty-nine million dollars ($39,000,000) consisting of (i) a revolving credit facility (the “Revolving Credit Facility”), the proceeds of which will be used to finance Borrower’s working capital needs, and (ii) a term loan facility (the “Term Loan Facility”), the proceeds of which will be used to refinance Borrower’s existing debt and for general business purposes.

(b)

The Revolving Credit Facility permits Advances to be extended by Lender to or for the benefit of Borrower from time to time hereunder in the form of revolving credit loans (the “Revolving Credit Loans”). The aggregate outstanding amount of all Advances under the Revolving Credit Facility, at any time, shall not exceed the lesser of the Revolving Credit Commitment and the Borrowing Base. Subject to such limitation, the outstanding balance of all Advances under the Revolving Credit Facility may fluctuate from time to time, through repayments and reborrowings.  In no event shall the principal amount of any Advance under the Revolving Credit Facility be less than one hundred thousand dollars ($100,000).  The Term Loan Facility permits a single Advance to be extended by Lender to or for the benefit of Borrower any time hereunder in the form of a term loan (the “Term L oan”).  The aggregate outstanding amount of any Advance under the Term Loan Facility shall not exceed the Term Loan Commitment.  Any Advance under the Term Loan Facility which is repaid is not available for reborrowing.  The Obligations of Borrower under the Revolving Credit Facility, the Term Loan Facility, this Agreement and the other Loan Documents shall at all times be absolute and unconditional.

(c)

At Closing, Borrower shall duly execute and deliver to Lender (i) a promissory note made payable to the order of Lender in the principal amount of the Revolving Credit Commitment (as the same may be amended, modified or replaced from time to time, the “Revolving Credit Note”) and (ii) a promissory note made payable to the order of Lender in the principal amount of the Term Loan Commitment (as the same may be amended, modified or replaced from time to time, the “Term Loan Note”). The Revolving Credit Note and the Term Loan Note shall evidence Borrower’s absolute and unconditional obligation to repay Lender for all Revolving Credit Loans made by Lender under the Revolving Credit Facility and the Term Loan made by Lender under the Term Loan Facility, with interest as herein and therein provided. Each and every Advance under the Revolving Credit Facility shall be evi denced by the Revolving Credit Note and any Advance under the Term Loan Facility shall be evidenced by the Term Loan Note.  The Revolving Credit Note and the Term Loan Note are incorporated herein by reference and made a part hereof. The Revolving Credit Note and the Term Loan Note shall be substantially in the form of Exhibit B and Exhibit C, respectively, attached hereto.

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(d)

The term of the Revolving Credit Facility shall expire on April 3, 2010. All Revolving Credit Loans under the Revolving Credit Facility shall be repaid on or before the earlier of (i) April 3, 2010, (ii) termination of the Revolving Credit Facility and (iii) termination of this Agreement (the earliest of such dates, the “Revolving Credit Maturity Date”). After the Revolving Credit Maturity Date, no further Advances under the Revolving Credit Facility shall be available from Lender.  The term of the Term Loan Facility shall expire on April 3, 2013.  Any Term Loan under the Term Loan Facility shall be repaid on or before the earlier of (i) April 3, 2013, (ii) termination of the Term Loan Facility and (iii) termination of this Agreement (the earliest of such dates, the “Term Loan Maturity Date”).

2.2

Funding Procedures.

(a)

Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred hereunder, Lender will make Advances to Borrower under the Revolving Credit Facility and a single Advance to Borrower under the Term Loan Facility, in each case, on the Effective Dates specified in Borrowing Notices received by Lender.

(b)

Not less than the Minimum Notice Period prior to any Effective Date, Borrower shall deliver to Lender a Borrowing Notice for an Advance under the Revolving Credit Facility or Term Loan Facility.

(c)

Subject to the terms and conditions of this Agreement, if the Borrowing Notice is delivered to Lender not less than the Minimum Notice Period prior to any Effective Date, and any other conditions set forth in this Agreement are satisfied, Lender will make the requested Advance to Borrower on the Effective Date (or the next applicable Business Day if the Borrowing Notice is delivered to Lender less than the Minimum Notice Period prior to the Effective Date).  

2.3

Interest.

(a)

Each Revolving Credit Loan and the Term Loan shall bear interest on the outstanding principal amount thereof from the date made until such Revolving Credit Loan or Term Loan is paid in full.  Borrower agrees to pay interest on the unpaid principal amount of each Revolving Credit Loan from time to time outstanding hereunder at either of the following rates of interest per annum: (i) the LIBOR Rate; or (ii) the Base Rate.  Borrower agrees to pay interest on the unpaid principal amount of the Term Loan from time to time outstanding hereunder at the following rate of interest per annum: the Term Rate.

(b)

After Closing, Borrower may change the rate of interest then in effect with respect to any Revolving Credit Loan from the Base Rate to the LIBOR Rate for a LIBOR Interest Period by delivering to the Lender a Rate Selection Notice not less than the Minimum Notice Period prior to any Effective Date.  During such LIBOR Interest Period, the Base LIBOR Rate applicable to such Revolving Credit Loan shall not be changed by Borrower or Lender.  If, at the end of such LIBOR Interest Period, Borrower fails to select a new Rate Option by giving a Rate Selection Notice or to pay the Revolving Credit Loan after giving a Prepayment Notice in not less than the Minimum Notice Period provided therefore, such Revolving Credit Loan shall bear interest at the Base Rate on and after the last day of such LIBOR Interest Period until paid or until the Effective Date of a new Rate Option.  Borrowe r may not select a LIBOR Rate to apply to any portion of the Revolving Credit Loans if, on the Effective Date of such selection, there exists an Event of Default or Unmatured Event of Default.

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(c)

If any Event of Default shall occur, the rate of interest applicable to Revolving Credit Loans and the Term Loan then outstanding shall be the Default Rate. The Default Rate shall apply from the date of the Event of Default until the date such Event of Default is waived or cured, as determined by Lender in its reasonable discretion, and interest accruing at the Default Rate shall be payable upon demand.

(d)

Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days, including the date a Revolving Credit Loan or the Term Loan, as applicable, is made and excluding the date such Revolving Credit Loan or Term Loan, as applicable, or any portion thereof is paid or prepaid.

(e)

All contractual rates of interest chargeable on any outstanding Revolving Credit Loan or the Term Loan, as applicable, shall continue to accrue and be paid even after default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar.

(f)

In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate of interest permissible under applicable law. In the event that any court of competent jurisdiction determines Lender has charged or received interest hereunder in excess of the highest applicable rate of interest, Lender may, in its reasonable discretion, apply and set off such excess interest received by Lender against other Obligations due or to become due and such rate of interest shall automatically be reduced to the maximum rate of interest permitted by such law.

(g)

Any Revolving Credit Loan bearing interest at the LIBOR Rate shall be in a minimum principal amount of five hundred thousand dollars ($500,000) and in increments of one hundred thousand dollars ($100,000) thereafter.  No more than ten (10) Revolving Credit Loans bearing interest at the LIBOR Rate shall be outstanding at any one time.

2.4

Payments.

(a)

All accrued interest on the Revolving Credit Loans shall be due and payable (i) on the last Business Day of each month until the Revolving Credit Maturity Date, (ii) on the Revolving Credit Maturity Date and (iii) upon payment in full.  All accrued interest on the Term Loan shall be due and payable (i) on the last Business Day of each month until the Term Loan Maturity Date, (ii) on the Term Loan Maturity Date and (iii) upon payment in full.  After the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, interest shall be payable on demand.

(b)

If, at any time, the aggregate principal amount of all Revolving Credit Loans outstanding exceeds the lesser of the Revolving Credit Commitment and the Borrowing Base then in effect, Borrower shall immediately make such principal prepayments of the Revolving Credit Loans as is necessary to eliminate such excess.  If, at any time, the aggregate principal amount of the Term Loan outstanding exceeds the Term Loan Commitment, Borrower shall immediately make such principal prepayments of the Term Loan as is necessary to eliminate such excess.

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(c)

The entire outstanding principal balance of the Revolving Credit Loans, together with all unpaid accrued interest thereon, shall be due and payable on the Revolving Credit Maturity Date.  Borrower shall repay the Term Loan to Lender on the last Business Day of each calendar quarter, commencing on June 30, 2008, through and including the Term Loan Maturity Date, in consecutive quarterly payments of principal equal to two hundred twenty-five thousand dollars ($225,000).  The entire outstanding principal balance of the Term Loan, together with all unpaid accrued interest thereon, shall be due and payable on the Term Loan Maturity Date.

(d)

Upon receipt by the Lender of a Prepayment Notice not less than the Minimum Notice Period prior to the Effective Date thereof, Borrower may prepay without penalty the principal of Revolving Credit Loans and the Term Loan at any time.  Notwithstanding the preceding sentence, Borrower acknowledges that prepayment make-whole payments, premiums or penalties may be required in connection with the prepayment of Revolving Credit Loans bearing interest at the LIBOR Rate on any day other than the last day of the LIBOR Interest Period or the Term Loan on any day other than the last Business Day of any calendar quarter.  

(e)

All payments and prepayments shall be applied first to any unpaid interest and fees and thereafter to the principal of the Revolving Credit Loans and Term Loan and to other amounts due Lender.  Except as otherwise provided herein, all payments of principal, interest, fees or other amounts payable by Borrower hereunder shall be remitted to Lender in immediately available funds not later than 2:30 p.m., Omaha time, on the day due. Whenever any payment is stated as due on a day which is not a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day and interest shall continue to accrue during such extension; provided, however, that if said next succeeding Business Day falls in a new month the maturity of such payment shall be on the immediately preceding Business Day.

2.5

Use of Proceeds.  The proceeds of the Revolving Credit Loans shall be used to finance Borrower’s working capital needs.  The proceeds of the Term Loan shall be used to refinance Borrower’s existing debt and for general business purposes.

2.6

Fees.

(a)

Borrower shall pay to Lender a non-use fee, which shall accrue at the Non-Use Fee Rate on the average daily unused amount of the Revolving Credit Commitment during the period from the Closing Date until the Revolving Credit Maturity Date.  All accrued non-use fees shall be due and payable (i) on the last Business Day of each calendar quarter, commencing on June 30, 2008, until the Revolving Credit Maturity Date and (ii) on the Revolving Credit Maturity Date.  All non-use fees shall be computed for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days, including the Closing Date and excluding the Revolving Credit Maturity Date.

(b)

As of the Closing, Lender shall have fully earned, and Borrower shall have paid to Lender, the non-refundable origination fee set forth in that certain fee agreement dated as of the date hereof between Borrower and Lender.

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2.7

Alternate Rate of Interest.  If prior to the commencement of any LIBOR Interest Period for a Revolving Credit Loan bearing interest at the LIBOR Rate or the Term Loan: (a) Lender determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such LIBOR Interest Period; or (b) the LIBOR Rate for such LIBOR Interest Period will not adequately and fairly reflect the cost to Lender of making or maintaining the Revolving Credit Loan or Term Loan for such LIBOR Interest Period; then Lender shall give notice thereof to Borrower by telephone or telecopy as promptly as practicable thereafter and, until Lender notifies Borrower that the circumstances giving rise to such notice no longer exist, all Revolving Credit Loans and the Term Loan shall bear interest at the Base Rate.

2.8

Increased Costs.

(a)

If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by,  Lender (except any such reserve requirement reflected in the Base LIBOR Rate); or (ii) impose on Lender or the London interbank market any other condition affecting this Agreement; and the result of any of the foregoing shall be to increase the cost to Lender of making or maintaining any Revolving Credit Loan bearing interest at the LIBOR Rate or the Term Loan (or of maintaining its obligation to make any such loan) or to reduce the amount of any sum received or receivable by Lender (whether of principal, interest or otherwise), then Borrower shall pay to Lender such additional amount or amounts as will compensate Lender for such additional costs incurred or reduction suffered.

(b)

If Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on Lender’s capital or on the capital of Lender’s holding company, if any, as a consequence of this Agreement to a level below that which Lender or Lender’s holding company, if any, could have achieved but for such Change in Law (taking into consideration Lender’s or policies and the policies of Lender’s holding company, if any, with respect to capital adequacy), then from time to time Borrower shall pay to Lender such additional amount or amounts as will compensate Lender or Lender’s holding company, if any, for any such reduction suffered.

(c)

A certificate of Lender setting forth the amount or amounts necessary to compensate Lender or its holding company, if any, as specified in paragraphs (a) or (b) above shall be delivered to Borrower, demonstrating in reasonable detail the calculation of the amounts, and shall be conclusive absent manifest error.  Borrower shall pay Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)

Failure or delay on the part of Lender to demand compensation pursuant to this Section 2.8 shall not constitute a waiver of Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate Lender pursuant to this Section 2.8 for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of Lender’s intention to claim compensation therefore; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive and if Lender notifies Borrower of such Change of Law within one hundred eighty (180) days after the adoption, enactment or similar act with respect to such Change of Law, then the one hundred eighty (180) day period referred to above shall be extended to include the period from the effective date of such Change of Law to the date of such notice.

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2.9

Break Funding Payments.  In the event of (a) the payment of any principal of any Revolving Credit Loan bearing interest at the LIBOR Rate other than on the last day of a LIBOR Interest Period applicable thereto (including as a result of an Event of Default), (b) the payment of any principal of the Term Loan (other than the quarterly payments required by Section 2.4(c) hereof) other than on the last Business Day of any calendar quarter or (c) the failure to borrow or pay any Revolving Credit Loan or the Term Loan on the applicable Effective Date, then, in any such event, Borrower shall compensate Lender for the loss, cost and expense attributable to such event.  Such loss, cost or expense to Lender shall be deemed to include an amount determined by Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of s uch loan had such event not occurred, at the annual rate of interest that would have been applicable to such loan, for the period from the date of such event to the last day of the then current LIBOR Interest Period (or, in the case of a failure to borrow, for the period that would have been the LIBOR Interest Period for such loan) over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the London interbank market.  A certificate of Lender setting forth any amount or amounts that Lender is entitled to receive pursuant to this Section 2.8, demonstrating in reasonable detail the calculation of the amounts, shall be delivered to Borrower and shall be conclusive absent manifest error.  Borrower shall pay Lender the amount shown as due on any such certificate within ten (10) days after rece ipt thereof.

2.10

Taxes.

(a)

Any and all payments by or on account of any obligation of Borrower under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions applicable to additional sums payable under this Section 2.10) Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions or withholdings and (iii) Borrower shall pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law.

(b)

In addition, Borrower shall pay any Other Taxes to the relevant governmental authority in accordance with applicable law.

(c)

Borrower shall indemnify Lender, within thirty (30) days after written demand therefore, for the full amount of any Indemnified Taxes or Other Taxes paid by Lender on or with respect to any payment by or on account of any obligation of Borrower under this Agreement or any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.10) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant governmental authority.  A certificate as to the amount of such payment or liability delivered to Borrower by Lender demonstrating in reasonable detail the calculation of the amounts, shall be conclusive absent manifest error.  However, Lender shall not be entitled to receive any payment with respect to Indemnified Taxes or Other Taxes that are incurred or accrued more than one hundred eighty (180) days prior to the date Lender gives notice and demand thereof to Borrower.

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(d)

As soon as reasonably practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a governmental authority, Borrower shall deliver to Lender the original or a certified copy of a receipt issued by such governmental authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Lender.

(e)

Lender, if requested by Borrower, shall deliver such properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not Lender is subject to backup withholding or information reporting requirements.

(f)

If Lender determines, in its reasonable discretion, that it has received a refund of any taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 2.10, it shall pay over such refund to Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section 2.10 with respect to the taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Lender and without interest (other than any interest paid by the relevant governmental authority with respect to such refund); provided, that Borrower, upon the request of Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant governmental authority) to Lender in the event Lender is required to repay such refu nd to such governmental authority.  This Section 2.10 shall not be construed to require Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Borrower or any other Person.

SECTION 3.

CLOSING AND CONDITIONS PRECEDENT TO ADVANCES

Closing under this Agreement and the making of each Advance are subject to the following conditions precedent (all documents to be in form and substance satisfactory to Lender):

3.1

Conditions Precedent to Closing.  Prior to the Closing, Borrower shall have delivered to Lender the following:

(a)

A duly and fully executed Agreement, Revolving Credit Note and Term Loan Note.

(b)

Duly and fully executed mortgages, security agreements, fixture financing statements and assignments of leases and rents with respect to the Real Property substantially in the form of Exhibit D attached hereto (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Mortgages”).  The Mortgages shall secure the Obligations and create first priority liens on the Real Property, subject only to the Permitted Exceptions.

(c)

A duly and fully executed security agreement substantially in the form of Exhibit E attached hereto (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Security Agreement”) and UCC-1 Financing Statement.  Said Security Agreement and UCC-1 Financing Statement shall secure the Obligations and create a first priority perfected security interest on the Personal Property, subject only to the Permitted Exceptions.

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(d)

Duly and fully executed control agreements with respect to the bank and brokerage accounts set forth on Schedule 4.17 hereto substantially in the form of Exhibit F attached hereto (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Control Agreements”).  The Control Agreements shall secure the Obligations and create a first priority perfected security interest on the bank and brokerage accounts set forth on Schedule 4.17 hereto, subject only to the Permitted Exceptions.

(e)

A duly and fully executed environmental indemnity agreement substantially in the form of Exhibit G attached hereto (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Environmental Indemnity Agreement”).

(f)

Each instrument, document and agreement required to be executed under any provision of this Agreement or any other Loan Document.

(g)

Certified copies of (i) resolutions of Borrower and its sole member, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the transactions contemplated thereby and (ii) Borrower’s and its sole member’s organizational and governing documents and agreements.

(h)

Incumbency certificates identifying all Authorized Officers, with specimen signatures.

(i)

A certificate of good standing for Borrower and its sole member issued by appropriate governmental authorities.

(j)

A written opinion of Borrower’s independent counsel.

(k)

Independent written appraisals of the value of the Real Property, prepared by qualified and licensed real estate appraisers satisfactory to Lender, together with a letter from each real estate appraiser stating that Lender can rely upon such appraisal in connection with this Agreement.

(l)

ALTA lender’s policies of title insurance for the Real Property, with Lender as the insured, insuring the Mortgages as first priority liens on the Real Property, subject only to the Permitted Exceptions.  All standard exceptions to such policies shall be deleted, and the policies shall contain such endorsements as Lender may reasonably require.  On the Closing Date, Lender shall receive a “mark-up” of the title insurance commitment for such insurance showing that (i) all requirements for issuance of the policies have been satisfied, (ii) the Mortgages are first priority liens on the Real Property, subject only to the Permitted Exceptions, (iii) the standard exceptions to coverage will be deleted from the final policies and (iv) the final policies will contain the requested endorsements.

(m)

ALTA-ACSM surveys of the Real Property, prepared by a registered land surveyor satisfactory to Lender, together with a letter from each land surveyor stating that Lender and the title company issuing the title insurance for the Real Property can rely upon such survey in connection with this Agreement and that no material changes have occurred to the Real Property in question since the survey was prepared.

(n)

Complete copies of phase 1 environmental assessments for the Real Property, prepared by environmental assessment firms satisfactory to Lender, together with a letter from each environmental assessment firm stating that Lender can rely upon such assessment in connection with this Agreement.

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(o)

Satisfactory evidence of hazard insurance coverage on the Collateral and general liability, auto liability, workers compensation and other insurance, as may be required by any of the Loan Documents.

(p)

Flood certificates indicating that the Real Property is not within the 100-year flood plain or identified as a special flood hazard area as defined by the Federal Emergency Management Agency.

(q)

Complete copies of the fully executed merger agreements with respect to the merger of Green Plains Grain Merger Sub, Inc. with and into Great Lakes Cooperative and the merger of Great Lakes Cooperative (n/k/a Green Plains Grain Cooperative) with and into Borrower.  The mergers shall have been, or substantially simultaneously with the Closing shall be, consummated in accordance with the merger agreements and applicable law, without any amendment to or waiver of any terms or conditions of the merger agreements not approved by Lender (such approval not to be unreasonably withheld or delayed). Lender shall have received copies of the material documents evidencing the closing of the mergers and all material due diligence materials relating to the mergers.

(r)

Satisfactory evidence of payoff of all existing debt and obligations owing to CoBank, ACB and discharge of related liens and security interests.

(s)

Payment of the origination fee referenced in Section 2.6(b) hereof and all Expenses associated with the Revolving Credit Facility and Term Loan Facility incurred to the Closing Date.

(t)

A borrowing base report substantially in the form of Exhibit H attached hereto, together with supporting documentation (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Borrowing Base Report”), dated within thirty (30) days of the Closing Date.

(u)

A compliance certificate substantially in the form of Exhibit I attached hereto, together with supporting documentation (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Compliance Certificate”), dated within thirty (30) days of the Closing Date.

(v)

Commitments from financial institutions satisfactory to Lender to fund fourteen million dollars ($14,000,000) of the Revolving Credit Commitment and Term Loan Commitment.

(w)

All other instruments, certificates, documents, information and reports reasonably required or requested to be executed and/or delivered by Borrower.

3.2

Conditions Precedent to Advances.  Lender’s obligation to make Advances shall be subject to the satisfaction of each of the following conditions:

(a)

All representations and warranties of Borrower shall be deemed reaffirmed as of the making of such Advance and shall be true, correct and complete both before and after giving effect to such Advance.

(b)

No Event of Default or Unmatured Event of Default shall have occurred and be continuing, Borrower shall be in compliance with this Agreement and the other Loan Documents and Borrower shall be deemed to have certified such matters to Lender.

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(c)

Borrower shall have taken such other actions, including the delivery of documents and opinions, as Lender may reasonably request.

3.3

Compliance with this Agreement.  Borrower shall have performed and complied with all agreements, covenants and conditions contained herein including, without limitation, the provisions of Sections 5 and 6 hereof, which are required to be performed or complied with by Borrower before or at the Closing Date and as of the date of each Advance.

3.4

Closing Certificate.  Lender shall have received a certificate dated the Closing Date and signed by an Authorized Officer certifying that all of the conditions specified in this Section 3 have been fulfilled and that no Material Adverse Effect has occurred since August 31, 2007.

3.5

Closing.  Subject to the conditions of this Section 3, the Revolving Credit Facility and Term Loan Facility shall be made available on the date (the “Closing Date”) this Agreement is duly executed and all of the conditions contained in Section 3.1 hereof are completed (the “Closing”).

3.6

Non-Waiver of Rights.  By completing the Closing hereunder, or by making Advances hereunder, Lender does not thereby waive a breach of any warranty, representation or covenant made by Borrower hereunder or under any agreement, document or instrument delivered to Lender or otherwise referred to herein, and any claims and rights of Lender resulting from any breach or misrepresentation by Borrower are specifically reserved by Lender.

SECTION 4.

REPRESENTATIONS AND WARRANTIES

To induce Lender to complete the Closing and make Advances under the Revolving Credit Facility and Term Loan Facility, Borrower represents and warrants to Lender that:

4.1

Organization, Powers, Authorization and Enforceability.

(a)

Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, has lawful power and authority to engage in the business it conducts and is qualified to do business and in good standing in each state and other jurisdiction where the nature and extent of its business requires qualification, except where the failure to so qualify could not have a Material Adverse Effect.

(b)

Borrower has all requisite power and authority to enter into and perform this Agreement and the other Loan Documents and to incur the Obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents.

(c)

This Agreement and the other Loan Documents, when executed and delivered, will be legal, valid and binding upon Borrower and enforceable against Borrower in accordance with their respective terms.

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4.2

No Conflicts.  The execution, delivery and performance of this Agreement, the other Loan Documents and all related agreements and each document required by any provision hereof will not violate any law, government rule or regulation, violate the organizational or governing documents and agreements of Borrower or violate or result in a default of (immediately or with the passage of time) any contract, agreement or instrument to which Borrower is a party, or by which Borrower or its Property  is bound, which violation or default could have a Material Adverse Effect.  Borrower is not in violation of nor has it knowingly caused any Person to violate any term of any agreement or instrument to which it or such Person is a party or by which it  or its Propert y may be bound, which violation could have a Material Adverse Effect.  Borrower is not in violation of its organizational or governing documents and agreements.

4.3

Financial Condition / Full Disclosure.  Borrower has delivered to Lender its balance sheet and statements of operations, cash flows and member equity as of and for the fiscal year ended August 31, 2007.  Such financial statements present fairly the financial position and results of operations and cash flows of Borrower as of such date and for such period in accordance with GAAP.  The other financial statements and information relating to Borrower and delivered to Lender in connection with the negotiation of this Agreement present fairly the financial position of Borrower as of the date thereof and the results of its operations as of the period thereof.  Since August 31, 2007, there has been no Material Adverse Effect.  Neither the written statements furnished by Borrower to Lender in connection with th e negotiation of this Agreement nor those contained in any financial statements or documents relating to Borrower contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained therein or herein not misleading.

4.4

Governmental Approval.  Neither the nature of Borrower or of Borrower’s business or Property, nor any relationship between Borrower and any other Person, nor any circumstance affecting Borrower in connection with the issuance or delivery of any Loan Document, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of Borrower in connection with the execution and delivery of this Agreement or the other Loan Documents, except: (a) for the filing of the UCC-1 Financing Statement; and (b) for instances in which the lack of such consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of Borrower could not have a Material Adverse Effect.

4.5

Pending Litigation.  There are no judgments, judicial or administrative orders,  suits, actions, proceedings or investigations (civil or criminal) pending, or to the knowledge of Borrower, threatened, against Borrower or affecting its Property in any court or before any governmental authority, regulatory agency or arbitration board or tribunal, none of which, if adversely determined, could have a Material Adverse Effect.  Borrower is not in default with respect to any order of any court, governmental authority, regulatory agency or arbitration board or tribunal. No officer of Borrower or its sole member has been indicted or convicted in connection with or is engaging in any criminal conduct, or is currently subject to any lawsuit or proceeding or under investigation in connection with any anti-racketeering or other related conduct or activity.

4.6

Taxes.  All tax returns required to be filed by Borrower in any jurisdiction have in fact been filed, and all taxes, assessments, fees and other governmental charges upon Borrower, or any of its Property, income or franchises, which are shown to be due and payable on such returns have been paid, except for those taxes being contested in good faith with due diligence by appropriate proceedings.  Borrower is not aware of any proposed additional tax assessment or tax to be assessed against or applicable to Borrower that could reasonably be expected to have a Material Adverse Effect.

4.7

Insurance.  All premiums due in respect of all insurance maintained by Borrower or with respect to its Property have been paid.

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4.8

Contracts, etc.

(a)

Borrower is not a party to any contract or agreement, or subject to any other restriction, which unduly materially and adversely affects its business, financial condition, Property or prospects.

(b)

Except as otherwise specifically provided in this Agreement, Borrower has not agreed or consented to cause or permit any Property to be subject in the future (upon the happening of a contingency or otherwise) to any lien, claim or encumbrance of any nature whatsoever not permitted by this Agreement.

4.9

Compliance with Laws.  Borrower is not in violation of, has not received written notice that it is in violation of, nor has it knowingly caused any Person to violate, any applicable statute, regulation or ordinance of the United States, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof (including without limitation, environmental laws and regulations), which violation could have a Material Adverse Effect.

4.10

Equity Interests.  The authorized and outstanding equity interests of Borrower are owned by Parent.  All of the equity interests of Borrower have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holder thereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of all regulatory bodies thereof governing the sale and delivery of securities.  There are no subscriptions, warrants, options, calls, commitments, rights or agreements by which Borrower or Parent is bound relating to the issuance, transfer, voting or redemption of Borrower’s equity interests or any pre-emptive rights held by any Person with respect to the equity interests of Borrower. Borrower has not issued any securities convertible into or exchangeable for its equity interes ts or any options, warrants or other rights to acquire such equity interests or securities convertible into or exchangeable for such equity interests.  

4.11

Associations.  Borrower is not engaged in, nor does it have any interest in, any joint venture or partnership with any other Person.  Borrower does not have any Subsidiaries, except Great Lakes Grain Storage.

4.12

Labor Matters.  There are no strikes, lockouts or slowdowns against Borrower pending or, to the knowledge of Borrower, threatened.  The hours worked by and payments made to employees of Borrower have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters.  All payments due from Borrower, or for which any claim may be made against Borrower, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Borrower, in each of such cases so as to not cause a Material Adverse Effect.

4.13

ERISA.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect.  The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets o f all such underfunded Plans, in each of such cases so as to cause a Material Adverse Effect.

4.14

Debt.  Borrower does not have existing Debt, except (a) Debt to CoBank, ACB and (b) Debt permitted by Section 6.1 hereof.

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4.15

Title to Property.  Borrower has good and marketable title to its Property, free from all liens, claims and encumbrances of any nature whatsoever, except (a) liens, claims and encumbrances in favor of CoBank, ACB and (b) liens, claims and encumbrances permitted by Section 6.2 hereof.  None of the Borrower’s Property is subject to any right of first refusal, right of first offer, option to purchase or lease, except pursuant to the agreements set forth on Schedule 4.15 hereto.

4.16

Collateral Locations.  Attached hereto as Schedule 4.16 is a complete and accurate list showing all places at which the Collateral is located on the date hereof.  Such list indicates whether the premises are owned or leased by Borrower or whether the premises are the premises of a warehouseman or other third party, and if owned by a third party, the name and address of such third party.  

4.17

Location of Bank and Brokerage Accounts.  Attached hereto as Schedule 4.17 is a complete and accurate list of all deposit, checking, savings, securities, investment, hedging, commodity trading and other accounts maintained with any bank, broker or dealer and all other similar accounts maintained by Borrower on the date hereof, together with a description thereof.  Each of the accounts set forth on Schedule 4.17 hereto is maintained with the corresponding financial institution indicated thereon.  

SECTION 5.

BORROWER’S AFFIRMATIVE COVENANTS

Borrower covenants that until all of the Obligations are paid and satisfied in full and the Revolving Credit Facility and Term Loan Facility have been terminated:

5.1

Financial and Business Information.  Borrower shall deliver to Lender the following (all to be in form and substance satisfactory to Lender):

(a)

Financial Statements and Reports:

(i)

as soon as available, but in any event within ninety (90) days after the end of each fiscal year of Parent, financial statements of Parent for such year which present fairly Parent’s financial condition, including the balance sheet as of the end of such fiscal year and a statement of operations, a statement of cash flows and a statement of stockholder equity for such fiscal year, all on a consolidated basis and accompanied by consolidating schedules, prepared in accordance with GAAP, and audited by an independent certified public accounting firm of recognized standing selected by Parent and reasonably satisfactory to Lender, together with an unqualified opinion on the financial statements from such accounting firm;

(ii)

as soon as available, but in any event within thirty (30) days after the end of each month, internally prepared financial statements of Borrower for such month, along with year to date information and comparative information from the same periods of the preceding fiscal year, which present fairly Borrower’s financial condition, including balance sheet, statement of operations, statement of cash flows and statement of member equity, prepared in accordance with GAAP (subject to the absence of footnotes);

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(iii)

as soon as available, but in any event within thirty (30) days after the end of each month, internally prepared financial statements of the Shenandoah, Iowa ethanol plant of Parent or GPRE Shenandoah LLC and the Superior, Iowa ethanol plant of Superior Ethanol, LLC for such month, along with year to date information and comparative information from the same periods of the preceding fiscal year, which present fairly the financial condition of such ethanol plants, including balance sheet, statement of operations and statement of cash flows, prepared in accordance with GAAP (subject to the absence of footnotes);

(iv)

as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Compliance Certificate;

(v)

as soon as available, but in any event within thirty (30) days after the end of each month, a Borrowing Base Report;

(vi)

as soon as available, but in any event within ninety (90) days after the end of each fiscal year of Borrower, financial projections of Borrower for the then current fiscal year, together with an explanation of the assumptions used to forecast such financial projections;

(vii)

daily, electronic copies of all broker statements of Borrower indicating all activities with respect to Hedging Accounts; and

(viii)

such other data, reports, statements and information (financial or otherwise) as Lender may reasonably request.

(b)

Notice of Event of Default - promptly upon becoming aware of the existence of any condition or event which constitutes an Event of Default or Unmatured Event of Default under this Agreement, a written notice specifying the nature and period of existence thereof and what action Borrower is taking (and proposes to take) with respect thereto.

5.2

Tax Returns and Reports.  At Lender’s request from time to time, Borrower shall promptly furnish Lender with copies of the annual federal and state income tax returns of Borrower.

5.3

Material Adverse Effect.  Borrower agrees that immediately upon it, its sole member or any of its or its sole member’s officers becoming aware of any development or other information which could reasonably be expected to result in a Material Adverse Effect, it shall give to Lender telephonic or facsimile notice specifying the nature of such development or information and such anticipated Material Adverse Effect. In addition, such verbal communication shall be confirmed by written notice thereof to Lender on the next Business Day after such verbal notice is given.

5.4

Litigation / Loss.  Borrower shall give prompt notice to Lender of any (a) litigation claiming in excess of two hundred fifty thousand dollars ($250,000) from Borrower, or which could otherwise have a Material Adverse Effect or (b) any damage, loss, theft or destruction in excess of two hundred fifty thousand dollars ($250,000) with respect to any portion of Borrower’s Property, or which could otherwise have a Material Adverse Effect.

5.5

Places of Business; Jurisdiction of Organization; Name.  Borrower shall give thirty (30) days prior written notice to Lender of any changes in the location of any of its chief executive office or any other places of business, any changes in its jurisdiction of organization, change of name or the establishment of any new, or the discontinuance of any existing place of business.

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5.6

Maintenance of Insurance, Financial Records and Legal Existence.

(a)

Property Insurance - Borrower shall maintain or cause to be maintained insurance on its Property against fire, casualty and such other hazards in such amounts, with such deductibles and with such insurers as are customarily used by companies operating in the same industry as Borrower. The policies of all such casualty insurance shall contain standard lender loss payable and additional insured clauses issued in favor of Lender pursuant to which all losses thereunder shall be paid to Lender as Lender’s interests may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without thirty (30) days prior written notice to Lender and shall insure Lender notwithstanding the act or neglect of the insured. At or prior to Closing, Borrower shall furnish Lender with insurance certificates certified as true and correct and being in full force and effect as of the Closing Date or such other evidence of insurance as Lender may require, provided that Borrower shall furnish to Lender such insurance certificates naming Lender as loss payee and as additional insured no later than sixty (60) days subsequent to the Closing Date. In the event Borrower fails to procure or cause to be procured any such insurance or to timely pay or cause to be paid the premium(s) on any such insurance, Lender may do so for Borrower, but Borrower shall continue to be liable for the same. Borrower hereby appoints Lender as its attorney-in-fact, exercisable at Lender’s option, to endorse any check which may be payable to Borrower in order to collect the proceeds of such insurance.

(b)

Public Liability and Business Interruption Insurance - Borrower shall maintain, and shall deliver to Lender upon Lender’s request evidence of public liability and business interruption insurance in such amounts as is customary for companies in the same or similar businesses located in the same or similar area.

(c)

Financial Records - Borrower shall keep current and accurate books of records and accounts in which full and correct entries will be made of all of its business transactions, and will reflect in its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP. Borrower shall provide written notice to Lender promptly upon any change to its fiscal year end date.

(d)

Existence and Rights - Borrower shall do (or cause to be done) all things necessary to preserve and keep in full force and effect its legal existence, good standing, rights and franchises.

(e)

Compliance with Laws - Borrower shall be in compliance with any and all laws, ordinances, governmental rules and regulations, and court or administrative orders or decrees to which it or its Property is subject, whether federal, state or local (including, without limitation, environmental or environmental-related laws, statutes, ordinances, rules, regulations and notices) and shall obtain and maintain any and all licenses, permits, franchises, certificates or other governmental authorizations necessary to the ownership of its Property or to the conduct of its businesses, which violation or failure to obtain could materially adversely affect the business, financial condition, Property or prospects of Borrower.

5.7

Business Conducted.  Borrower shall continue in the primary business presently engaged in by it, it being agreed that Borrower may engage in businesses reasonably related to its primary business.

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5.8

Payment of Obligations, Taxes and Claims.  Borrower shall pay, before they become delinquent, all debts, obligations, taxes, assessments, governmental charges, levies and claims imposed upon it or upon its Property, except for those being contested in good faith with due diligence by appropriate proceedings and for which appropriate reserves have been maintained under GAAP.

5.9

Financial Covenants.  Borrower shall perform and comply with each of the following financial covenants as reflected and computed from its financial statements:

(a)

Borrower shall maintain at all times, Working Capital equal to or more than: (i) seven million dollars ($7,000,000) during fiscal 2008; (ii) nine million dollars ($9,000,000) during fiscal 2009; and (iii) eleven million dollars ($11,000,000) during fiscal 2010 and each fiscal year thereafter.

(b)

Borrower shall maintain at all times, Tangible Net Worth equal to or more than: (i) ten million dollars ($10,000,000) during fiscal 2008; (ii) twelve million dollars ($12,000,000) during fiscal 2009; and (iii) fifteen million dollars ($15,000,000) during fiscal 2010 and each fiscal year thereafter.

(c)

Borrower shall maintain at all times, a Fixed Charge Ratio of 1.10x or more.

(d)

Borrower shall maintain at all times, Capital Expenditures equal to or less than: (i) two million five hundred thousand dollars ($2,500,000) during fiscal 2008; and (ii) one million dollars ($1,000,000) during fiscal 2009 and each fiscal year thereafter; provided, however, that any unused portion of Capital Expenditures from any fiscal year may be added to the one million dollar ($1,000,000) limit in the next succeeding year.

(e)

Borrower shall maintain at all times, a Senior Leverage Ratio that does not exceed 2.25x.

5.10

Swap Requirement.  Within ninety (90) days after the Closing Date, Borrower shall enter into an interest rate swap arrangement to effectively fix the annual rate of interest accruing on fifty percent (50%) of the principal amount of any Advance under the Term Loan Facility.

5.11

Maintenance of Property / Inspection.  Borrower shall keep and maintain its Property in good working order and condition, ordinary wear and tear excepted.  Borrower shall permit any of Lender’s officers or other representatives to visit and inspect Borrower’s Property during regular business hours to examine and audit all of Borrower’s books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent certified public accountants and attorneys.

SECTION 6.

BORROWER’S NEGATIVE COVENANTS

Borrower covenants that until all of the Obligations are paid and satisfied in full and the Revolving Credit Facility and Term Loan Facility have been terminated:

6.1

Debt.  Borrower shall not create, incur, assume or suffer to exist, voluntarily or involuntarily, any Debt, except (a) the Obligations to Lender and (b) purchase money obligations, obligations under Capitalized Leases and obligations under operating leases for rolling stock and equipment in an aggregate amount not to exceed seven million dollars ($7,000,000) outstanding at any one time.

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6.2

Liens, Claims and Encumbrances.  Borrower shall not (a) execute a negative pledge agreement with any Person covering any Property, except as set forth in this Agreement, or (b) cause or permit or consent to cause or permit (upon the happening of a contingency or otherwise) its Property to be subject to any lien, claim or encumbrance of any nature whatsoever, except (i) the Permitted Exceptions and (ii) liens and security interests with respect to the Property subject to the purchase money obligations, obligations under Capitalized Leases and obligations under operating leases for rolling stock and equipment permitted by Section 6.1 hereof.

6.3

Loans, Advances and Investments.  Borrower shall not make, or be permitted to have outstanding, any loans or advances to, or investments in, any Person, except (a) advances to employees in the ordinary course of business not in excess of one hundred thousand dollars ($100,000) in the aggregate at any one time outstanding, (b) extensions of trade credit or similar advances in the ordinary course of business and (c) Great Lakes Grain Storage.

6.4

Distributions.  Borrower shall not declare, pay or make any form of Distribution, except (a) periodic Distributions to Parent in an amount equal to Borrower’s reasonable overhead and operating expenses paid by Parent and (b) an annual Distribution to Parent in an amount equal to Parent’s federal, state, local and foreign income tax liability for such year in respect of taxable income derived from Borrower (net of tax refunds).

6.5

Sale of Assets, Merger, Consolidation, Dissolution or Liquidation of Borrower.

(a)

Borrower shall not sell, lease, license, transfer or otherwise dispose of its Property, agree to the same or convey any rights regarding the same, except (i) Property sold in the ordinary course or ordinary operation of Borrower’s business, (ii) sales of assets (other than as otherwise set forth in this Section 6.1(a)) for fair market value in an aggregate amount not to exceed two hundred fifty thousand dollars ($250,000) per fiscal year and (iii) pursuant to the agreements set forth on Schedule 4.15 hereto.  Borrower shall not materially amend, restate, modify, supplement, extend, renew or take any similar material actions with respect to the agreements set forth on Schedule 4.15 hereto.

(b)

Borrower shall not merge or consolidate with, acquire any equity interests in (except the currently outstanding equity interests in Great Lakes Grain Storage), acquire all or substantially all of the assets of or otherwise engage in any form of business combination with, any other Person, or commence a dissolution or liquidation.

(c)

Borrower shall remain wholly-owned by Parent.

6.5

Change of Control of Parent.  No Change of Control shall occur with respect to Parent.  For the purposes of this Section 6.6, “Change of Control” means:

(a)

the acquisition, directly or indirectly, by any person, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of Parent’s then outstanding voting securities entitled to vote generally in the election of directors;

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(b)

individuals who, as of the Closing Date, constitute the Board of Directors of Parent (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board of Directors of Parent, provided that any person becoming a director subsequent to the Closing Date whose election, or nomination for election by the shareholders of Parent, was approved by a vote of at least a majority of the Incumbent Directors who are directors at the time of such vote shall be, for purposes of this Agreement, an Incumbent Director; or

(c)

consummation of (i) a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of Parent immediately prior to such reorganization, merger or consolidation (other than the acquirer) do not, immediately thereafter, beneficially own more than fifty percent (50%) of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities entitled to vote generally in the election of directors or (ii) a liquidation or dissolution of Parent or the sale of all or substantially all of the assets of Parent (whether such assets are held directly or indirectly) to a third party.

6.7

Transactions With Affiliates.  Borrower shall not enter into any transaction with any Affiliate including, without limitation, the purchase, sale, lease or exchange of Property, or the loaning, capitalization or giving of funds to any such Affiliate, unless (a) such Affiliate is engaged in a business substantially related to the business permitted to be conducted by Borrower hereunder, (b) the transaction is in the ordinary course of and pursuant to the reasonable requirements of Borrower’s business and upon terms substantially the same and no less favorable to Borrower as it would obtain in a comparable arm’s-length transactions with any Person not an Affiliate and (c) such transaction is not prohibited hereunder.

6.8

Bank and Brokerage Accounts; Deposits.  Borrower shall not establish any new deposit, checking, savings, securities, investment, hedging, commodity trading or other similar accounts, maintain any account other than those accounts specified on Schedule 4.17 hereto, deposit proceeds from the sale of Collateral in any account other than a deposit account specified on Schedule 4.17 hereto or permit the cash balance of the accounts set forth on Schedule 4.17 hereto to exceed the corresponding balance limit indicated on Schedule 4.17 hereto.  The accounts set forth on Schedule 4.17 hereto that are maintained with financial institutions other than Lender and in which Lender does not have a first priority perfected security interest shall not have an aggregate balance limit in excess of one hundred thousand dollars ($100,000).

6.9

Hedging.  Borrower shall not (a) violate the Hedging Policy, (b) permit more than twenty-five thousand (25,000) bushels of any commodity constituting Grain Inventory to be unhedged against future price risk as of the close of the Chicago Board of Trade on each Business Day or (c) enter into any short position in any futures contract traded on the Chicago Board of Trade with a term that expires in excess of twelve (12) months from the contract date.

SECTION 7.

DEFAULT

7.1

Events of Default.  Each of the following events shall constitute an event of default (“Event of Default”) and Lender shall thereupon have the option to declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in subparagraphs (j), (k) or (l) shall automatically cause an acceleration of the Obligations):

(a)

Payments - if Borrower fails to make any payment of principal or interest on the date when such payment is due and payable; or

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(b)

Other Charges - if Borrower fails to pay any other charges, fees, Expenses or other monetary obligations owing to Lender, arising out of or incurred in connection with this Agreement on the date when such payment is due and payable, whether upon maturity, acceleration, demand or otherwise and such failure continues for a period of ten (10) days after the earlier of Borrower becoming aware of such failure or Borrower receiving written notice from Lender of such failure; provided however, that the ten (10) day grace period shall not be applicable if such payments are due and payable due to maturity, acceleration or demand, whether following an Event of Default, or otherwise; or

(c)

Particular Covenant Defaults - if Borrower fails to perform, comply with or observe any covenant or undertaking contained in this Agreement not otherwise described in this Section 7.1, and such failure continues for a period of thirty (30) days after the earlier of Borrower becoming aware of such failure or Borrower receiving written notice from Lender of such failure; or

(d)

Financial Information - if any statement, report, financial statement or certificate made or delivered by Borrower, its sole member or any of their officers, employees or agents, to Lender is not true and correct, in all material respects, when made; or

(e)

Uninsured Loss - if there shall occur any uninsured damage, loss, theft or destruction in excess of two hundred fifty thousand dollars ($250,000) with respect to any portion of Borrower’s Property; or

(f)

Warranties or Representations - if any warranty, representation or other statement by or on behalf of Borrower contained in or pursuant to this Agreement, any of the other Loan Documents, or in any document, agreement or instrument furnished in compliance with, relating to or in reference to this Agreement, is false, erroneous or misleading in any material respect when made; or

(g)

Agreements with Others - if Borrower shall default beyond any grace period under any agreement with any creditor for borrowed money having an outstanding principal amount of two hundred fifty thousand dollars ($250,000) or more and (i) such default consists of the failure to pay any principal or interest with respect to such indebtedness or (ii) such default consists of the failure to perform any covenant or agreement with respect to such indebtedness, if the effect of such default is to cause or permit Borrower’s, or any of its obligations which are the subject thereof, to become due prior to its maturity date or prior to its regularly scheduled date of payment; or

(h)

Other Agreements with Lender – if, after the passage of all applicable notice and cure or grace periods, Borrower breaches or violates the terms of, or if a default or an event of default occurs under, any other existing or future agreement between or among Borrower and Lender that is in any way related to this Agreement including, without limitation, the Loan Documents; or

(i)

Judgments - if any final, nonappealable judgment for the payment of money in excess of two hundred fifty thousand dollars ($250,000) which is not covered by insurance or an appeal bond, or for which Borrower has not established a cash or cash equivalent reserve in the amount of such judgment, shall be rendered and shall remain unsatisfied and unstayed for a period of at least thirty (30) days; or

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(j)

Assignment for Benefit of Creditors, etc. - if Borrower makes or proposes an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Borrower which might materially and adversely affect Borrower; or

(k)

Bankruptcy, Dissolution, etc. - upon the commencement of any action for the dissolution or liquidation of Borrower, or the commencement of any proceeding to avoid any transaction entered into by Borrower, or the commencement of any case or proceeding for reorganization or liquidation of Borrower, or any of its debts under the Bankruptcy Code or any other state or federal law, now or hereafter enacted for the relief of debtors, whether instituted by or against any Borrower; provided, however, that Borrower shall have sixty (60) days to obtain the dismissal or discharge of involuntary proceedings filed against Borrower, it being understood that during such sixty (60) day period, Lender shall not be obligated to make Advances hereunder and Lender may seek adequate protection in any bankruptcy proceeding; or

(l)

Receiver - upon the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for Borrower or for any of Borrower’s Property; or

(m)

Execution Process, Seizure, etc. - the issuance of any execution or distraint process affecting any material portion of the Property of Borrower, or any material portion of the Property of Borrower is seized by any governmental entity, federal, state or local; or

(n)

Pension Benefits, etc. - if Borrower fails to comply with ERISA, so that grounds exist to permit the appointment of a trustee under ERISA to administer Borrower’s employee plans or to allow the Pension Benefit Guaranty Corporation to institute proceedings to appoint a trustee to administer such plan(s), or to permit the entry of a lien to secure any deficiency or claim; or

(o)

Material Adverse Effect - a Material Adverse Effect occurs which impairs Borrower’s ability to repay the Obligations in full as and when due; or

(p)

Change of Control – if Borrower fails to perform, comply with or observe Section 6.1 hereof or Section 6.6 hereof.

7.2

Cure.  Nothing contained in this Agreement or the Loan Documents shall be deemed to compel Lender to accept a cure of any Event of Default hereunder, except as outlined in Section 7.1 hereof.

7.3

Rights and Remedies on Default.

(a)

In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default or Unmatured Event of Default, Lender may, in its reasonable discretion, withhold or cease making Advances.

(b)

In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), Lender may, in its reasonable discretion, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Revolving Credit Facility and Term Loan Facility.

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(c)

In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), Lender may, upon or at any time after the occurrence and during the continuance of an Event of Default, exercise all rights under the Uniform Commercial Code and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):

(i)

The right to “take possession” of the Collateral, and notify all Account Debtors of Lender’s security interest in the Accounts and require payment under the Accounts to be made directly to Lender and Lender may, in its own name or in the name of the Borrower, exercise all rights of a secured party with respect to the Collateral and collect, sue for and receive payment on all Accounts, and settle, compromise and adjust the same on any terms as may be satisfactory to Lender, in its reasonable discretion for any reason or without reason and Lender may do all of the foregoing with or without judicial process (including, without limitation, notifying the United States postal authorities to redirect mail addressed to Borrowers, to an address designated by Lender); or

(ii)

Require Borrower, at Borrower’s expense, to assemble all or any part of the Collateral and make it available to Lender; or

(iii)

The right to reduce or modify the Revolving Credit Commitment or Term Loan Commitment, or to modify the terms and conditions upon which Lender may be willing to consider making Advances.

(d)

Borrower hereby agrees that a notice received by it at least ten (10) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral.

7.4

Nature of Remedies.  All rights and remedies granted Lender hereunder and under the Loan Documents, or otherwise available at law or in equity, shall be deemed concurrent and cumulative, and not alternative remedies, and Lender may proceed with any number of remedies at the same time until all Obligations are satisfied in full. The exercise of any one right or remedy shall not be deemed a waiver or release of any other right or remedy, and Lender, upon or at any time after the occurrence and during the continuance of an Event of Default, may proceed against Borrower at any time, under any agreement, with any available remedy and in any order.

7.5

Set-Off. If any bank account or other Property held by or with Lender, or any Affiliate of Lender, or any participant is attached or otherwise liened or levied upon by any third party, Lender (and such participant) shall have and be deemed to have, without notice to Borrower, the immediate right of set-off and may apply the funds or other amounts or property thus set off against any of the Obligations hereunder.

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SECTION 8.

MISCELLANEOUS

8.1

GOVERNING LAW.  THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL RELATED AGREEMENTS AND DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEBRASKA. THE PROVISIONS OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.

8.2

Integrated Agreement.  The Revolving Credit Note, the Term Loan Note, the Mortgages, the Security Agreement, the Control Agreements, the Environmental Indemnity Agreement and the other Loan Documents, all related agreements and this Agreement shall be construed as integrated and complementary of each other and as augmenting and not restricting Lender’s rights and remedies. If, after applying the foregoing, an inconsistency still exists, the provisions of this Agreement shall constitute an amendment thereto and shall control.

8.3

Waiver and Indemnity.

(a)

No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrower no waiver will be valid unless in writing and signed by Lender and then only to the extent specified.

(b)

Borrower releases and shall indemnify, defend and hold harmless Lender, and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents and (iii) Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, ex penses, fines, penalties or other damages resulting therefrom, unless, in each case resulting from acts or conduct of Lender constituting willful misconduct or gross negligence.

(c)

Lender shall not be liable for, and Borrower hereby agrees that Lender’s liability in the event of a breach by Lender of this Agreement shall be limited to Borrower’s direct damages suffered and shall not extend to, any consequential or incidental damages. In the event Borrower brings suit against Lender in connection with the transactions contemplated hereunder, and Lender is found not to be liable, Borrower shall indemnify and hold Lender harmless from all costs and expenses, including attorneys’ fees, incurred by Lender in connection with such suit.

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8.4

Time.  Except as otherwise set forth in this Agreement, whenever Borrower shall be required to make any payment, or perform any act, on a day which is not a Business Day, such payment may be made, or such act may be performed, on the next succeeding Business Day. Time is of the essence in Borrower’s performance under all provisions of this Agreement and all related agreements and documents.

8.5

Expenses of Lender.  At Closing, Borrower will pay all out-of-pocket expenses incurred by Lender on demand (including, without limitation, search costs, audit fees, inspection fees, appraisal fees, and the fees and expenses of legal counsel for Lender) relating to this Agreement, and all related agreements and documents, including, without limitation, expenses incurred in the analysis, negotiation, preparation, closing, administration and enforcement of this Agreement and the other Loan Documents.  In the event of any Event of Default or Unmatured Event of Default which requires action by Lender in accordance with the terms of the Loan Documents, Borrower will pay all out-of-pocket expenses incurred by Lender on demand relating to the enforcement, protection and defense of the rights of Lender in and to the Collateral or otherwise hereunder.  Additionally, Borrower w ill pay any reasonable expenses relating to extensions, amendments, waivers or consents pursuant to the provisions hereof, or any related agreements and documents or relating to agreements with other creditors, or termination of this Agreement.  The fees, expenses and other costs set forth in this Section 8.5 are collectively referred to as the “Expenses.”  Any Expenses not paid upon demand by Lender shall bear interest at the Default Rate.

8.6

Confidentiality.  Borrower and Lender agree to maintain the confidentiality of this Agreement and the other Loan Documents and not to disclose the contents hereof or provide a copy hereof to any third party, except (i) as required by law or regulation (including the regulations of the Securities and Exchange Commission), (ii) to accountants, lawyers and financial advisers of the parties who are informed of and agree to be bound by this Section 8.6 and (iii) to any assignee or participant (or potential assignee or participant) of Lender’s interests herein or any rating agencies, guarantors or insurers.

8.7

Notices.

(a)

Any notices or consents required or permitted by this Agreement shall be in writing and shall be deemed given if delivered in person or if sent by facsimile or by nationally recognized overnight courier, or via first class, certified or registered mail, postage prepaid, to the address of such party set forth on the signature pages hereof, unless such address is changed by written notice hereunder.

(b)

Any notice sent by Lender or Borrower by any of the above methods shall be deemed to be given when so received.

(c)

Lender shall be fully entitled to rely upon any facsimile transmission or other writing purported to be sent by any Authorized Officer (whether requesting an Advance or otherwise) as being genuine and authorized.

8.8

Headings.  The headings of any paragraph or section of this Agreement are for convenience only and shall not be used to interpret any provision of this Agreement.

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8.9

Survival.  All warranties, representations, and covenants made by Borrower herein, in any Loan Document, or in any agreement referred to herein or on any certificate, document or other instrument delivered by it or on its behalf under this Agreement, shall be considered to have been relied upon by Lender, and shall survive the delivery to Lender of any Loan Document, regardless of any investigation made by Lender or on its behalf. All statements in any such certificate or other instrument prepared and/or delivered for the benefit of Lender shall constitute warranties and representations by Borrower hereunder. Except as otherwise expressly provided herein, all covenants made by Borrower hereunder, in any Loan Document or under any other agreement or instrument shall be deemed continuing until all Obligations are satisfied in full.

8.10

Successors and Assigns.

(a)

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. Borrower may not transfer, assign or delegate any of its duties or obligations hereunder.

(b)

Lender may at any time assign all of its Advances and commitments hereunder to any other Person.

8.11

Duplicate Originals.  Two or more duplicate originals of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in counterparts, all of which counterparts taken together shall constitute one completed fully executed document.

8.12

Modification.  No modification hereof or of any agreement referred to herein shall be binding or enforceable unless in writing and signed by Borrower and Lender.

8.13

Signatories.  Each individual signatory hereto represents and warrants that such signatory is duly authorized to execute this Agreement on behalf of such signatory’s principal and that such signatory executes the Agreement in such capacity and not as a party.

8.14

Third Parties.  No rights are intended to be created hereunder, or under any related agreements or documents for the benefit of any third party donee, creditor or incidental beneficiary of Borrower. Nothing contained in this Agreement shall be construed as a delegation to Lender of Borrower’s duty of performance, including, without limitation, Borrower’s duties under any account or contract with any other Person.

8.15

Waivers.

(a)

Borrower hereby irrevocably, unconditionally and fully subordinates in favor of Lender, any and all rights it may have at any time (whether arising directly or indirectly, by operation of law or contract) to assert or receive payment on any claim against it, on account of payments made under this Agreement, including without limitation, any and all rights of subrogation, reimbursement, exoneration, contribution or indemnity. Borrower waives any event or circumstances which might constitute a legal or equitable defense of, or discharge of, Borrower. Furthermore, Borrower agrees that if any payment on the Obligations is recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, Borrower shall be obligated to the same extent as if the recovered or repaid payment had never been originally made on such Obligati on.

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(b)

Borrower hereby consents and agrees that Lender, at any time or from time to time in its reasonable discretion may: (i) settle, compromise or grant releases for liabilities of any Person or Persons liable for any Obligations, (ii) exchange, release, surrender, sell, subordinate or compromise any Collateral to the extent allowed under federal, state or local law, including without limitation administrative pronouncements, of any party now or hereafter securing any of the Obligations and (iii) following an Event of Default, apply any and all payments received at any time against the Obligations in any order as Lender may determine; all of the foregoing in such manner and upon such terms as Lender may see fit, without notice to or further consent from Borrower who hereby agrees and shall remain bound upon this Agreement notwithstanding any such action on Lender’s part.

(c)

The liability of Borrower hereunder is absolute and unconditional and shall not be reduced, impaired or affected in any way by reason of (i) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any Person or Persons or in any Property, (ii) the invalidity or unenforceability of any Obligations or rights in any Collateral, (iii) any delay in making demand upon any other Person or Persons or any delay in enforcing, or any failure to enforce, any rights against any other Person or Persons or in any Collateral even if such rights are thereby lost, (iv) any failure, neglect or omission to obtain, perfect or retain any lien upon, protect, exercise rights against, or realize on, any Property of Borrower, or any other party securing the Obligations, (v) the existence or non-existence of any defenses which may be available to any other Person or Perso ns with respect to the Obligations or (vi) the commencement of any bankruptcy, reorganization, liquidation, dissolution or receivership proceeding or case filed by or against Borrower.

8.16

CONSENT TO JURISDICTION.  BORROWER AND LENDER HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEBRASKA IN ANY AND ALL ACTIONS AND PROCEEDINGS WHETHER ARISING HEREUNDER OR UNDER ANY OTHER AGREEMENT OR UNDERTAKING. BORROWER WAIVES ANY OBJECTION TO IMPROPER VENUE AND FORUM NON-CONVENIENS TO PROCEEDINGS IN ANY SUCH COURT AND ALL RIGHTS TO TRANSFER FOR ANY REASON. BORROWER IRREVOCABLY AGREES TO SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO THE ADDRESS OF THE APPROPRIATE PARTY SET FORTH HEREIN.

8.17

WAIVER OF JURY TRIAL.  BORROWER AND LENDER HEREBY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION COMMENCED BY OR AGAINST LENDER WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS, WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

8.18

Discharge of Taxes, Borrower’s Obligations, Etc.  Lender, in its reasonable discretion, shall have the right at any time, and from time to time, with prior notice to Borrower, if Borrower fails to do so five (5) Business Days after requested in writing to do so by Lender, to: (a) pay for the performance of any of Borrower’s obligations hereunder and (b) discharge taxes or liens, at any time levied or placed on any of Borrower’s Property in violation of this Agreement unless Borrower is in good faith with due diligence by appropriate proceedings contesting such taxes or liens. Expenses and advances shall be deemed Advances hereunder and shall bear interest at the Default Rate until reimbursed to Lender. Such payments and advances made by Lender shall not be construed as a waiver by Lender of an Event of Default under this Agreement.

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8.19

Injunctive Relief.  The parties acknowledge and agree that, in the event of a breach or threatened breach of any party’s obligations hereunder, they may have no adequate remedy in money damages and, accordingly, shall be entitled to an injunction (including without limitation, a temporary restraining order, preliminary injunction, writ of attachment, or order compelling an audit) against such breach or threatened breach.  However, no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach or threatened breach of any provision of this Agreement.

8.20

Transfers, Participations and Securitizations.

(a)

A material inducement to Lender’s willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit Note, Term Loan Note or any of the other Loan Documents, or any or all servicing rights with respect thereto.

(b)

Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or Securitization of the Revolving Credit Note, Term Loan Note or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: (i) providing such documents, financial and other data, and other information and materials which would typically be required with respect to Borrower by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or Securitization, as applicable; provided, however, Borrower  shall not be required to make disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”); a nd (ii) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse Effect.  Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause (ii) above and compliance with any applicable law.  

(c)

Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or Securitization, as applicable.  Lender and Borrower shall each pay their own attorneys’ fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20.

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(d)

Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: (i) an Event of Default under any Loan Document which relates to a loan which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default under any Loan Document which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (ii) an Event of Default under any Loan Document which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default under any Loan Document which relates to a loan which is included in any other Loan Pool; (iii) the Loan Documents corresponding to the loans in any Loan Pool shall not secure the obligations of Borrower contained in any Loan Document which does not correspond to a loan in such Loan Pool; and (iv) the Loan Documents which do no t correspond to a loan in any Loan Pool shall not secure the obligations of Borrower contained in any Loan Document which does correspond to a loan in such Loan Pool.

SECTION 9.

NOTICE - WRITTEN AGREEMENTS.

This notice is provided pursuant to Nebraska Revised Statutes 45-1,112 et. seq. This Agreement is a credit agreement. A credit agreement must be in writing to be enforceable under Nebraska Law. To protect you and us from any misunderstandings or disappointments, any contract, promise, undertaking or offer to forebear repayment of money or to make any other financial accommodation in connection with this loan of money or grant or extension of credit, or any amendment of, cancellation of, waiver of or substitution for any or all of the terms or provisions of any instrument or document executed in connection with this loan of money or grant or extension of credit, must be in writing to be effective.

INITIALED:

Borrower

[Signature Page Follows]

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

Address For Notices to Borrower:	Borrower:
Green Plains Grain Company LLC	Green Plains Grain Company LLC
105 N. 31st Avenue, Suite 103
Omaha, Nebraska 68131
Attn:  Jerry Peters	By:	/s/ Wayne Hoovestol
Fax:  (402) 884-8776	Name: Wayne Hoovestol
	Title: President
With a copy to:
Blackwell Sanders LLP
1620 Dodge Street, Suite 2100
Omaha, Nebraska  68102
Attn:  Michelle Mapes
Fax:  (402) 964-5050
Address for notices to Lender:	Lender:
First National Bank of Omaha	First National Bank of Omaha
625 Maryville Center Drive, Suite 100
St. Louis, Missouri  63141
Attn:  Kenneth Feaster	By:	/s/ Kenneth Feaster
Fax:  (314) 317-1695	Name:  Kenneth Feaster
	Title:     Vice President
And:
First National Bank of Omaha
1620 Dodge Street, Stop 1057
Omaha, Nebraska 68197
Attn:  Brian Frevert
Fax:  (402) 633-3518
With a copy to:
McGrath North Mullin & Kratz, PC LLO
First National Tower, Suite 3700
1601 Dodge Street
Omaha, Nebraska 68102
Attn:  Robert Bothe
Jason Benson
Fax:  (402) 341-0216

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SCHEDULE 4.15

1.

Lease Agreement dated October 31, 2007 by and between Great Lakes Cooperative as landlord and Farmers Cooperative Company as tenant.

2.

Antenna Space Lease dated May 8, 1996 by and between Farmers Cooperative Elevator Company of Everly as landlord and Cellular One, Great Lakes of Iowa as tenant.

3.

Antenna Space Lease dated November 4, 1998 by and between Farmers Cooperative Elevator Company of Everly as landlord and Cellular One, Great Lakes of Iowa as tenant.

4.

Antenna Space Lease dated November 4, 1998 by and between Farmers Cooperative Elevator Company of Everly as landlord and Cellular One, Great Lakes of Iowa as tenant.

5.

Antenna Space Lease dated November 4, 1998 by and between Farmers Cooperative Elevator Company of Everly as landlord and Cellular One, Great Lakes of Iowa as tenant.

6.

GLGS Service Agreement dated March 22, 2006 by and between Great Lakes Cooperative as landlord and Great Lakes Grain Storage, L.L.C. as tenant.

7.

Rooftop Lease with Option dated August 1, 2007 by and Between Great lakes Cooperative as landlord and Clay County Communications, LLC as tenant.

8.

Agreement dated April 6, 2004 by and between Great lakes Cooperative as landlord and Community State Bank as tenant.

9.

Farm Lease dated March 25, 2008 by and between Great lakes Cooperative as landlord and Allen Sindt as tenant.

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SCHEDULE 4.16

Item	Premises	Owned / Leased	Owner / Address
1.	701 N. Main Street Everly, IA	Owned	- - -
2.	106 3rd Ave. Royal, IA	Owned	- - -
3.	701 4th Ave. W. Spencer, IA	Owned	- - -
4.	Hwy. 71 Spencer, IA	Owned	- - -
5.	Clay County, Section 30 W. Spencer, IA	Owned	- - -
6.	1111 Railroad Ave. Greenville, IA	Owned	- - -
7.	2980 254th Ave. Langdon, IA	Owned	- - -
8.	1110 P Ave. Milford, IA	Owned	- - -
9.	603 RR Ave. Superior, IA	Owned	- - -
10.	300 Agriculture Ave. Gruver, IA	Owned	- - -
11.	101 West Main St. Terril, IA	Leased	Luby’s 101 West Main St. Terril, IA

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SCHEDULE 4.17

Item	Account Number	Description	Financial Institution	Location		Balance Limit
1.	110263630	Deposit	First National Bank of Omaha	1620 Dodge St. Omaha, NE		No Limit
2.	429869	Deposit	Northwest Federal Savings Bank	101 W. 5th St. Spencer, IA	$	100,000
3.	12550	Commodity	Country Hedging, Inc.	P. O. Box 64089 MS 290 St. Paul, MN		No Limit
4.	344 8401	Commodity	FCStone, LLC	2829 Western Pkwy. Ste. 100 West Des Moines, IA		No Limit

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EX-10

EXHIBIT 10.2

REVOLVING CREDIT NOTE

April 3, 2008

$30,000,000

FOR VALUE RECEIVED, the undersigned Green Plains Grain Company LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Borrower”), promises to pay to the order of First National Bank of Omaha, a national banking association (together with its successors and assigns, the “Lender”), the principal sum of up to thirty million dollars ($30,000,000), together with interest thereon, as specified below.  

This Revolving Credit Note is issued under and in accordance with the terms of the Credit Agreement dated April 3, 2008 among Borrower and Lender, and is subject to the provisions and entitled to the benefits of such agreement, including all provisions related to renewal, default, acceleration and remedies. Capitalized terms not defined in this Revolving Credit Note shall have the respective meanings set forth in the Credit Agreement.  All obligations of Borrower hereunder shall be payable in immediately available funds in lawful money of the United States of America in the manner specified in Section 2.4(e) of the Credit Agreement.

Borrower agrees to pay to Lender the Revolving Credit Loans which are evidenced by this Revolving Credit Note on or before the earlier of (i) April 3, 2010, (ii) termination of the Revolving Credit Facility and (iii) termination of the Credit Agreement.  Borrower may prepay all or any part of the unpaid principal hereunder without premium or penalty (subject to the provisions of Section 2.9 of the Credit Agreement) 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 lesser of the Revolving Credit Commitment and the Borrowing Base.

Each Advance made against this Revolving Credit Note, any repayment of principal hereon and the status of each such Advance from time to time shall be endorsed by Lender on a schedule to this Revolving Credit Note or recorded on the books and records of Lender (provided that such entries shall be endorsed on a schedule to this Revolving Credit Note prior to any negotiation hereof).  Borrower agrees that in any action or proceeding instituted to collect or enforce collection of this Revolving Credit Note, the entries endorsed on a schedule to this Revolving Credit Note or recorded on the books and records of Lender shall be prima facie evidence of the unpaid principal balance of this Revolving Credit Note and the status of each such Advance from time to time.

Interest shall accrue on the unpaid principal amount of the Revolving Credit Loans at the interest rate set forth in Section 2.3(a) of the Credit Agreement until this Revolving Credit Note is paid in full.  Interest shall accrue on the unpaid principal amount of the Revolving Credit Loans on and after the occurrence and during the continuance of an Event of Default at the Default Rate.  Interest shall be calculated on the basis of actual days outstanding and a 360-day year.  Borrower shall pay interest (i) on the last Business Day of each month until the Revolving Credit Maturity Date, (ii) on the Revolving Credit Maturity Date and (iii) upon payment in full.  Interest shall continue to accrue on the unpaid principal amount of the Revolving Credit Loans notwithstanding any permitted or unpermitted failure of Borrower to make any payment.  Any accrued interest remaining past due for thirty (30) days or more shall be added to and become part of the unpaid principal balance and shall bear interest at the rates specified in this Revolving Credit Note.

The entire outstanding principal balance of the Revolving Credit Loans, together with all unpaid accrued interest thereon, shall be due and payable in full on the Revolving Credit Maturity Date.

1

If Borrower fails to make any payment of principal or interest on the date due and payable hereunder, or if any other Event of Default occurs under the Credit Agreement, then the entire balance due on this Revolving Credit Note shall at the option of Lender become at once due and payable.

This Revolving Credit Note is secured by the Collateral encumbered by the Credit Agreement and other Loan Documents.  The obligations, covenants and agreements of the Credit Agreement and each and every of the Loan Documents are hereby made a part of this Revolving Credit Note to the same extent and with the same effect as if they were fully set forth herein, and Borrower does hereby agree to perform and keep each and every obligation, covenant and agreement set forth in this Revolving Credit Note, the Credit Agreement and the other Loan Documents.  This Revolving Credit Note shall evidence, and the Credit Agreement and other Loan Documents shall secure, the Obligations.

Borrower hereby waives presentment, protest and notice of dishonour, protest and/or non-payment.

Lender shall not be deemed to have waived any of its rights upon or under this Revolving Credit Note, the Credit Agreement or the other Loan Documents, unless such waiver be in writing and signed by Lender.  No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion. All rights and remedies of Lender on liabilities or collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly or concurrently, subject to any express limitations thereof contained in this Revolving Credit Note, the Credit Agreement or the other Loan Documents.

This Revolving Credit Note shall be construed according to the substantive laws of the State of Nebraska.

Any provision of this Revolving Credit Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

[Signature Page Follows]

2

Executed as of the 3rd day of April, 2008.

Borrower:

Green Plains Grain Company LLC

By:  

/s/ Wayne Hoovestol                                 

Name: Wayne Hoovestol
Title: President

3

EX-10

EXHIBIT 10.3

TERM LOAN NOTE

April 3, 2008

$9,000,000

FOR VALUE RECEIVED, the undersigned Green Plains Grain Company LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Borrower”), promises to pay to the order of First National Bank of Omaha, a national banking association (together with its successors and assigns, the “Lender”), the principal sum of up to nine million dollars ($9,000,000), together with interest thereon, as specified below.  

This Term Loan Note is issued under and in accordance with the terms of the Credit Agreement dated April 3, 2008 among Borrower and Lender, and is subject to the provisions and entitled to the benefits of such agreement, including all provisions related to renewal, default, acceleration and remedies. Capitalized terms not defined in this Term Loan Note shall have the respective meanings set forth in the Credit Agreement.  All obligations of Borrower hereunder shall be payable in immediately available funds in lawful money of the United States of America in the manner specified in Section 2.4(e) of the Credit Agreement.

Borrower agrees to pay to Lender the Term Loan which is evidenced by this Term Loan Note on or before the earlier of (i) April 3, 2013, (ii) termination of the Term Loan Facility and (iii) termination of the Credit Agreement.  Borrower may prepay all or any part of the unpaid principal hereunder without premium or penalty (subject to the provisions of Section 2.9 of the Credit Agreement) at any time.  The Term Loan outstanding under this Term Loan Note at any one time shall not exceed the Term Loan Commitment.  The principal repaid hereunder is not available for reborrowing.

Any Advance made against this Term Loan Note, any repayment of principal hereon and the status of any such Advance from time to time shall be endorsed by Lender on a schedule to this Term Loan Note or recorded on the books and records of Lender (provided that such entries shall be endorsed on a schedule to this Term Loan Note prior to any negotiation hereof).  Borrower agrees that in any action or proceeding instituted to collect or enforce collection of this Term Loan Note, the entries endorsed on a schedule to this Term Loan Note or recorded on the books and records of Lender shall be prima facie evidence of the unpaid principal balance of this Term Loan Note and the status of any such Advance from time to time.

Interest shall accrue on the unpaid principal amount of the Term Loan at the interest rate set forth in  Section 2.3(a) of the Credit Agreement until this Term Loan Note is paid in full.  Interest shall accrue on the unpaid principal amount of the Term Loan on and after the occurrence and during the continuance of an Event of Default at the Default Rate.  Interest shall be calculated on the basis of actual days outstanding and a 360-day year.  Borrower shall pay interest (i) on the last Business Day of each month until the Term Loan Maturity Date, (ii) on the Term Loan Maturity Date and (iii) upon payment in full.  Interest shall continue to accrue on the unpaid principal amount of the Term Loan notwithstanding any permitted or unpermitted failure of Borrower to make any payment.  Any accrued interest remaining past due for thirty (30) days or more shall be added to and become part of the unpaid principal balance and shall bear interest at the rates specified in this Term Loan Note.

Principal shall be due and payable on the last Business Day of each calendar quarter, commencing on June 30, 2008, through and including the Term Loan Maturity Date, in consecutive quarterly payments of principal equal to two hundred twenty-five thousand dollars ($225,000).  The entire outstanding principal balance of the Term Loan, together with all unpaid accrued interest thereon, shall be due and payable in full on the Term Loan Maturity Date.

1

If Borrower fails to make any payment of principal or interest on the date due and payable hereunder, or if any other Event of Default occurs under the Credit Agreement, then the entire balance due on this Term Loan Note shall at the option of Lender become at once due and payable.

This Term Loan Note is secured by the Collateral encumbered by the Credit Agreement and other Loan Documents.  The obligations, covenants and agreements of the Credit Agreement and each and every of the Loan Documents are hereby made a part of this Term Loan Note to the same extent and with the same effect as if they were fully set forth herein, and Borrower does hereby agree to perform and keep each and every obligation, covenant and agreement set forth in this Term Loan Note, the Credit Agreement and the other Loan Documents.  This Term Loan Note shall evidence, and the Credit Agreement and other Loan Documents shall secure, the Obligations.

Borrower hereby waives presentment, protest and notice of dishonor, protest and/or non-payment.

Lender shall not be deemed to have waived any of its rights upon or under this Term Loan Note, the Credit Agreement or the other Loan Documents, unless such waiver be in writing and signed by Lender.  No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right.  A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.  All rights and remedies of Lender on liabilities or collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly or concurrently, subject to any express limitations thereof contained in this Term Loan Note, the Credit Agreement or the other Loan Documents.

This Term Loan Note shall be construed according to the substantive laws of the State of Nebraska.

Any provision of this Term Loan Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

[Signatures Page Follows]

2

Executed as of the 3rd day of April, 2008.

Borrower:

Green Plains Grain Company LLC

By:

/s/ Wayne Hoovestol                                        

Name: Wayne Hoovestol
Title: President

3

EX-10

EXHIBIT 10.4

SECURITY AGREEMENT

This Security Agreement (“Agreement”), dated as of April 3, 2008, is between Green Plains Grain Company LLC, a Delaware limited liability company (the “Debtor”), and First National Bank of Omaha, a national banking association (the “Secured Party”).

WHEREAS, Debtor has entered into a Credit Agreement dated of even date with this Agreement (as amended, restated and in effect from time to time, the “Credit Agreement”), with Secured Party, pursuant to which Secured Party, subject to the terms and conditions contained therein, is to make loans or otherwise to extend credit to Debtor; and

WHEREAS, it is a condition precedent to Secured Party extending the Obligations to Debtor under the Credit Agreement that Debtor execute and deliver to Secured Party a security agreement in substantially the form hereof; and

WHEREAS, Debtor wishes to grant a security interest in favor of Secured Party as herein provided.

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.

Definitions.  All capitalized terms used herein without definitions shall have the respective meanings provided therefor in the Credit Agreement. The term “State,” as used herein, means the State of Nebraska. All terms defined in the Uniform Commercial Code of the State and used herein shall have the same definitions herein as specified therein. However, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of the Uniform Commercial Code of the State, the term has the meaning specified in Article 9.

SECTION 2.

Grant of Security Interest.  Debtor hereby grants to Secured Party to secure the payment and performance in full of all of the Obligations, a first priority security interest in and so pledges and assigns to Secured Party all goods, property, assets and rights of Debtor (other than rolling stock and equipment owned by Debtor on the date hereof) including, but not limited to, the following goods, property, assets and rights of Debtor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the “Collateral”):

2.1

All personal and fixture property of every kind and nature including, without limitation, all rolling stock and equipment acquired by Debtor after the date hereof, all goods, inventory, grain, furniture and fixtures, all of every kind and nature (including any accessions, additions, improvements, attachments and accessories thereto and products and proceeds thereof, and all operating manuals, service records, maintenance logs and warranties applicable thereto), and including all inventory including, but not limited to, all corn, soybeans, oats and other grain and non-grain inventory, in which Debtor has an interest in mass or a joint or other interest or right of any kind.

1

2.2

All instruments (including promissory notes, notes receivable and supporting obligations), documents, negotiable and non-negotiable documents of title, negotiable and non-negotiable warehouse receipts, bills of lading, transit receipts or other documents of title, however denominated (collectively, “Warehouse Receipts”), and the goods underlying or relating to Warehouse Receipts including, but not limited to, Debtor’s present and future rights to take possession and delivery of goods underlying or relating to any Warehouse Receipt.

2.3

All accounts, all of Debtor’s rights to goods represented by or securing any accounts, all proceeds from the disposition or collection of accounts, all of Debtor’s rights as an unpaid vendor, including the right to reclaim goods, the right to stop goods in transit and the right to replevy goods, and all guaranties, letters of credit and other supports to the payment of accounts, chattel paper (whether tangible or electronic), deposit accounts (whether maintained with Secured Party or other financial institutions), certificates of deposit (whether negotiable or non-negotiable), letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), supporting obligations, any other contract rights (including rights under grain forward contracts) or rights to the payment of money, insurance claims and proceeds, trademarks, service mark s, copyrights, patents and other intellectual property rights and all of Debtor’s rights therein or thereto, software, general intangibles (including all payment intangibles), all payments and rights to payments whether or not earned by performance, price support payments, subsidy payments, guaranty payments, payments in kind, deficiency payments, letters of entitlements, storage payments, emergency assistance, diversion payments, production flexibility contracts, contract reserve payments, grain insurance fund claim rights, grain insurance fund proceeds and all similar programs of any and every kind, whether federal, state or local, and any other rights to payment under or from any preexisting, current or future federal, state or local government program, and the products and proceeds of all the foregoing.

2.4

All farm products including, but not limited to, all poultry and livestock and their young, together with all products and replacements for such poultry and livestock; all crops, annual or perennial, and all products of such crops; and all grain, feed, seed, fertilizer, chemicals, medicines, and other supplies used or produced in Debtor’s operations or sold as inventory, and the products and proceeds and rights to payments associated with all or any of the foregoing.

2.5

All books, records, ledger sheets or cards, reports, invoices, purchase orders, customer lists, mailing lists, files, correspondence, computer programs, tapes, disks and other documents or data processing software that at any time relates to any of the foregoing or are otherwise necessary or helpful in realizing on or collecting on any Collateral.

2.6

All investment property, securities, commodity contracts, securities accounts and all commodity and securities entitlements, commodity contracts, securities, investment property and other rights contained therein, hedging accounts and all commodity and securities entitlements, commodity contracts, securities, investment property and other rights contained therein, and commodity accounts (including, but not limited to, Account Nos. 344 and 8401 maintained with FCStone, LLC and Account No. 12550 maintained with Country Hedging, Inc.) and all commodity and securities entitlements, commodity contracts, securities, investment property and other rights contained therein.

2.7

All commercial tort claims now existing or hereafter arising. Secured Party acknowledges that the attachment of its security interest in any additional commercial tort claim as original collateral is subject to Debtor’s compliance with Section 4.7 below.

2

SECTION 3.

Authorization to File Financing Statements. Debtor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate and describe the Collateral including, but not limited to, descriptions of the Collateral as all assets of Debtor (other than rolling stock and equipment owned by Debtor on the date hereof), or words of similar effect, and (b) provide any other information required by Part 5 of Article 9 of the Uniform Commercial Code of the State, or such other jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Debtor is an organization, the type of organization and any organizational identification number issued to Debtor and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates.  Debtor agrees to furnish any such information to Secured Party promptly upon Secured Party’s request. In addition, Debtor hereby authorizes Secured Party to file all effective financing statements pursuant to 7 U.S.C. Section 1631, and amendments to effective statements, describing the Collateral in any offices as Secured Party, in its sole discretion, may determine. If requested by Secured Party, Debtor will provide Secured Party with a list of the buyers, commission merchants and selling agents to or through whom Debtor may sell farm products or grain and a list of all elevators, warehousemen or others where Debtor stores grain.  Debtor authorizes Secured Party to notify all such buyers, commission merchants, selling agents, elevators, ware housemen or any other person, of Secured Party’s security interest in Debtor’s farm products, corn or grain unless prohibited by law.  Debtor also ratifies its authorization for Secured Party to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

SECTION 4.

Other Actions. To further the attachment, perfection and first priority of, and the ability of Secured Party to enforce Secured Party’s security interest in the Collateral, and without limitation on Debtor’s other obligations in this Agreement, Debtor agrees, in each case at Debtor’s expense, to take the following actions with respect to the following Collateral:

4.1

Promissory Notes, Instruments and Tangible Chattel Paper. If Debtor shall at any time hold or acquire any instruments, promissory notes or tangible chattel paper, Debtor shall, upon request of Secured Party, forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify.  Debtor will not deliver possession of, endorse or assign any instruments, promissory notes or tangible chattel paper to any person or entity other than Secured Party.

4.2

Deposit Accounts. For each deposit account that Debtor at any time opens or maintains, Debtor shall, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (a) cause the depositary bank to comply at any time with instructions from Secured Party to such depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of Debtor or (b) arrange for Secured Party to become the customer of the depositary bank with respect to the deposit account, with Debtor being permitted, only with the consent of Secured Party, to exercise rights to withdraw funds from such deposit account.  Secured Party agrees with Debtor that Secured Party shall not give any such instructions or withhold any withdrawal rights from D ebtor, unless an Event of Default has occurred and is continuing, or would occur, if effect were given to any withdrawal not otherwise permitted by the Loan Documents. The provisions of this paragraph shall not apply to (a) any deposit account for which Debtor, the depositary bank and Secured Party have entered into a cash collateral agreement specially negotiated among Debtor, the depositary bank and Secured Party for the specific purpose set forth therein, (b) a deposit account for which Secured Party is the depositary bank and is in automatic control and (c) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Debtor’s salaried employees.

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4.3

Investment Property. If Debtor shall at any time hold or acquire any certificated securities, Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now or hereafter acquired by Debtor are uncertificated and are issued to Debtor or its nominee directly by the issuer thereof, Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (a) cause the issuer to agree to comply with instructions from Secured Party as to such securities, without further consent of Debtor or such nominee or (b) arrange for Secured Party to become the registered owner of the securities. If any commodity interests or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Debtor are held by Debtor or its nominee through a securities intermediary or commodity intermediary, Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (a) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Debtor or such nominee or (b) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party to become the entitlement holder with respect to such investment property, with Debtor being permitted, only with the consent of Secured Party, to exercise rights to withdraw or otherwise deal with such investment property.  Secured Party agrees with Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Debtor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur.

4.4

Collateral in the Possession of a Bailee. If any Collateral is at any time in the possession of a bailee, warehouseman or elevator, Debtor shall promptly notify Secured Party thereof and, at Secured Party’s request and option, shall promptly obtain an acknowledgement from the bailee, warehouseman or elevator, in form and substance satisfactory to Secured Party, that the bailee, warehouseman or elevator holds such Collateral for the benefit of Secured Party, and that such bailee, warehouseman or elevator agrees to comply, without further consent of Debtor, with instructions from Secured Party as to such Collateral including, but not limited to, the delivery of such Collateral to Secured Party or as Secured Party directs, or the payment of the sale proceeds of such Collateral to Secured Party, or as Secured Party directs.  Secured Party a grees with Debtor that Secured Party shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by Debtor with respect to the bailee, warehouseman or elevator.

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4.5

Electronic Chattel Paper and Transferable Records. If Debtor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act (as hereafter amended), or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, Debtor shall promptly notify Secured Party thereof and, at the request and option of Secured Party, shall take such action as Secured Party may reasonably request to vest in Secured Party control, under Section 9-105 of the Uniform Commercial Code, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.  Secured Party agrees with Debtor that Secured Party will arrange, pursuant to procedures satisfactory to Secured Party and so long as such procedures will not result in Secured Party’s loss of control, for Debtor to make alterations to the electronic chattel paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by Debtor with respect to such electronic chattel paper or transferable record.

4.6

Letter-of-Credit Rights. If Debtor is at any time a beneficiary under a letter of credit, Debtor shall promptly notify Secured Party thereof and, at the request and option of Secured Party, Debtor shall, pursuant to an agreement in form and substance satisfactory to Secured Party, either (a) arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment to Secured Party of the proceeds of the letter of credit or (b) arrange for Secured Party to become the transferee beneficiary of the letter of credit, with Secured Party agreeing, in each case, that the proceeds of the letter to credit are to be applied to the Obligations in such order and priority as Secured Party shall require.

4.7

Commercial Tort Claims. If Debtor shall at any time hold or acquire a commercial tort claim, Debtor shall immediately notify Secured Party in a writing signed by Debtor of the particulars thereof and grant to Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Secured Party.

4.8

Other Actions as to Any and All Collateral.  Debtor further agrees, at the request and option of Secured Party, to take any and all other actions Secured Party may determine to be necessary or useful for the attachment, perfection and first priority of, and the ability of Secured Party to enforce, Secured Party’s security interest in any and all of the Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that Debtor’s signature thereon is required therefor, (b) causing Secured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, Secured Party’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, Secured Party’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to Secured Party including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) obtaining waivers from mortgagees and landlords in form and substance satisfactory to Secured Party and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

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4.9

Warehouse Receipts.

(a)

Debtor has delivered or will deliver to Secured Party any and all documents, instruments and writings in any way relating to the Warehouse Receipts or in any way relating to the property evidenced thereby. As long as this Agreement remains in effect, Debtor shall immediately deliver to Secured Party any and all future documents, instruments or other writings applicable or in any way relating to the foregoing in Debtor’s possession. In the event that Debtor is unable to deliver original Warehouse Receipts, and such other documents, to Secured Party at the time this Agreement is executed, as required above, Debtor agrees to deliver immediately such Warehouse Receipts to Secured Party upon issuance of the same.

(b)

Debtor further agrees that Secured Party shall have the right at any time, and from time to time, whether or not one or more Events of Default exist under the Credit Agreement, to demand that Debtor immediately deliver to Secured Party any and all Warehouse Receipts held in Debtor’s possession or control for or representing all or any part of the Collateral that is then or may thereafter be issued in the name of Debtor.  Debtor unconditionally agrees to deliver such Warehouse Receipts to Secured Party on demand.

(c)

In addition to Warehouse Receipts, Secured Party may require Debtor from time to time, one or more times, to deliver to Secured Party such lists, descriptions and designations of any applicable Collateral not represented by Warehouse Receipts as Secured Party may require to identify the nature, extent and location of the same.

(d)

Debtor represents and warrants to Secured Party that all of Debtor’s grain at any time, and from time to time, represented by Warehouse Receipts or included in any list, description or designation referred to above, will at all times be owned by Debtor free and clear of all liens, encumbrances and security interests of any kind whatsoever, excepting only the security interest of Secured Party pursuant hereto.

(e)

As long as no Event of Default exists, Debtor may sell or use in its operations the property under Warehouse Receipts, as well as Debtor’s property not represented by Warehouse Receipts, in carrying on Debtor’s business in the ordinary course, substantially in the same manner as now conducted; but a sale in the ordinary course of business shall not include any transfer or sale in satisfaction, partial or complete, of a debt owed by Debtor.

4.10

Farm Products. After the occurrence of an Event of Default, Debtor shall not store, transfer or consign any farm products without the prior written consent of Secured Party.  Debtor shall not store, transfer or consign any farm products without first obtaining a written acknowledgment from any person to whom physical possession of any such farm products are delivered (a) of Secured Party’s security interest in such farm products, (b) that it holds possession of such farm products for Secured Party’s benefit, (c) that it will not issue negotiable documents with respect to such farm products and (d) that it agrees to follow Secured Party’s instructions as to disposition of farm products upon its receipt of such instructions.  Debtor will comply with the provisions of all federal, state or local governmen t programs, agreements and contracts to which Debtor is a party.

4.11

Proceeds.  Debtor shall transfer all proceeds of all Collateral into Debtor’s main operating account established and maintained by Debtor with Secured Party, or in such other deposit account as required by Secured Party.  Debtor shall not grant any other person or entity a security interest, lien or other encumbrance in or on such deposit account.

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SECTION 5.

Relation to Other Loan Documents. The provisions of this Agreement supplement the provisions of the other Loan Documents. Nothing contained in the other Loan Documents shall derogate from any of the rights or remedies of Secured Party hereunder.

SECTION 6.

Representations and Warranties Concerning Debtor’s Legal Status.  Debtor represents and warrants to Secured Party as follows: (a) Debtor’s exact legal name is that indicated on the first page and on the signature page hereof, (b) Debtor is an organization of the type, and is organized in the jurisdiction set forth on the first page of this Agreement, (c) Debtor’s tax identification number is 26-2042403 and Debtor’s organizational identification number is 4506987 or if left blank, then Debtor has none, and (d) Debtor’s chief executive office and mailing address is 105 N. 31^st Avenue, Suite 103, Omaha, Nebraska 68131.

SECTION 7.

Covenants Concerning Debtor’s Legal Status.  Debtor covenants with Secured Party as follows: (a) without the consent of Secured Party, which consent shall not be unreasonably withheld, Debtor will not change its name, its place of business, its chief executive office and mailing address or its organizational identification number if it has one, (b) if Debtor does not have an organizational identification number and later obtains one, Debtor shall forthwith notify Secured Party of such organizational identification number and (c) Debtor will not change its type of organization, jurisdiction of organization or other legal structure.

SECTION 8.

Representations and Warranties Concerning Collateral, Etc.  Debtor further represents and warrants to Secured Party as follows: (a) Debtor is the owner of the Collateral, free from any right or claim of any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other liens permitted by the Credit Agreement, (b) except as disclosed to Secured Party, none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (c) Debtor holds no commercial tort claims and (d) Debtor has at all times operated its business in material compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances.

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SECTION 9.

Covenants Concerning Collateral, Etc.  Debtor further covenants with Secured Party as follows: (a) the Collateral, to the extent not delivered to Secured Party pursuant to Section 4, will be kept at those locations listed on Schedule 4.16 to the Credit Agreement and Debtor will not move any Collateral to any location not shown in Schedule 4.16 to the Credit Agreement without providing at least thirty (30) days prior written notice to Secured Party, which notice shall include the new location, (b) except for the security interest herein granted and liens permitted by the Credit Agreement, Debtor shall be the owner of the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and Debtor shall defend the same against all claims and demands of all persons at any ti me claiming the same or any interests therein adverse to Secured Party, (c) Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or encumbrance in the Collateral in favor of any person, other than Secured Party and as permitted by the Credit Agreement, (d) Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon, (e) Debtor will permit Secured Party, or its designee, to inspect and audit the Collateral at any reasonable time, wherever located, according to the terms of the Credit Agreement, (f) Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral according to the terms of the Credit Agreement or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement, (g) Debtor will continue to ope rate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances and (h) Debtor will not discount, factor, sell or otherwise dispose, or offer to sell or otherwise dispose, of any of the Collateral including, but not limited to, instruments, general intangibles, tangible or electronic chattel paper, promissory notes and/or accounts, or any interest therein, except as permitted under the Credit Agreement. In the event that any sales are not permitted under the Credit Agreement, then such sales are also not permitted hereunder. In addition, Debtor will only store grain owned by Debtor not evidenced by a Warehouse Receipt in facilities owned by Debtor at locations set forth on Schedule 4.16 to the Credit Agreement.

SECTION 10.

Insurance.

10.1

Maintenance of Insurance.  Debtor will maintain the insurance required in the other Loan Documents. All such insurance covering the Collateral shall be payable to Secured Party as loss payee under a “standard” loss payee clause.

10.2

Insurance Proceeds.  Debtor shall give Secured Party prompt notice of any damage to or destruction of the Collateral and in case of loss covered by policies of insurance Secured Party is hereby authorized at its option to settle and adjust any claim arising out of such policies and collect and receipt for the proceeds payable therefrom; provided, that Debtor may itself adjust and collect for any losses arising out of a single occurrence aggregating not in excess of $100,000.  Any expense incurred by Secured Party in the adjustment and collection of insurance proceeds (including the cost of any independent appraisal of the loss or damage on behalf of Secured Party) shall be reimbursed to Secured Party first out of any proceeds.  The proceeds or any part thereof shall be applied to reduction of the Obligations then most remotely to b e paid, whether due or not, or to the restoration or repair of the Collateral, the choice of application to be solely at the discretion of Secured Party.

10.3

Continuation of Insurance. All policies of insurance shall provide for at least thirty (30) days prior written cancellation notice to Secured Party. In the event of failure by Debtor to provide and maintain insurance as herein provided, Secured Party may, at its option, provide such insurance and charge the amount thereof to Debtor.  Debtor shall furnish Secured Party with certificates of insurance and policies evidencing compliance with the foregoing insurance provision.

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SECTION 11.

Collateral Protection Expenses; Preservation of Collateral.

11.1

Expenses Incurred by Secured Party. In Secured Party’s discretion, if Debtor fails to do so, Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums.  Debtor agrees to reimburse Secured Party on demand for all expenditures so made.  Secured Party shall have no obligation to Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any Event of Default.

11.2

Secured Party’s Obligations and Duties. Anything herein to the contrary notwithstanding, Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by Debtor thereunder.  Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by Secured Party of any payment relating to any of the Collateral, nor shall Secured Party be obligated in any manner to perform any of the obligations of Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to Secured Party or to which Secured Party may be entitled at any time or times.  Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as Secured Party deals with similar property for its own account.

SECTION 12.

Securities and Deposits.  Secured Party may at any time following and during the continuance of an Event of Default, at its option, transfer to itself or any nominee any securities constituting Collateral, receive any income thereon and hold such income as additional Collateral or apply it to the Obligations. Whether or not any Obligations are due, Secured Party may following and during the continuance of an Event of Default demand, sue for, collect or make any settlement or compromise which it deems desirable with respect to the Collateral. Regardless of the adequacy of Collateral or any other security for the Obligations, any deposits or other sums at any time credited by or due from Secured Party to Debtor may at any time be applied to or set off against any of the Obligations.

SECTION 13.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, Debtor shall, at the request and option of Secured Party, notify account debtors and other persons obligated on any of the Collateral of the security interest of Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to Secured Party or to any financial institution designated by Secured Party as Secured Party’s agent therefor, and Secured Party may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon Debtor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, Debtor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Debtor as trustee for Secured Party without commingling the same with other funds of Debtor and shall turn the same over to Secured Party in the identical form received, together with any necessary endorsements or assignments.  Secured Party shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Secured Party to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

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SECTION 14.

Power of Attorney.

14.1

Appointment and Powers of Secured Party.  Debtor hereby irrevocably constitutes and appoints Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Debtor or in Secured Party’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Debtor, without notice to or assent by Debtor, to do the following:

(a)

upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Debtor’s expense, at any time, or from time to time, all acts and things which Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Debtor might do including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, sta te, local or other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to Debtor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Party so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and

(b)

to the extent that Debtor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as Secured Party may deem appropriate and to execute in Debtor’s name such financing statements and amendments thereto and continuation statements which may require Debtor’s signature.

14.2

Ratification by Debtor. To the extent permitted by law, Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable.

14.3

No Duty on Secured Party. The powers conferred on Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers.  Secured Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Debtor for any act or failure to act, except for Secured Party’s own gross negligence or willful misconduct.

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SECTION 15.

Rights and Remedies. If an Event of Default shall have occurred and be continuing, Secured Party, without any other notice to or demand upon Debtor, has in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, whether conferred in the Credit Agreement or at law or in equity, the rights and remedies of a secured party under the Uniform Commercial Code of the State and any additional rights and remedies which may be provided to a secured party in any jurisdiction in which Collateral is located including, without limitation, the right to take possession of the Collateral, and for that purpose Secured Party may, so far as Debtor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom.  Secured Party may in its discretion require Deb tor to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of Debtor’s principal office(s) or at such other locations as Secured Party may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party shall give to Debtor at least ten (10) days prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made.  Debtor hereby acknowledges that ten (10) days prior written notice of such sale or sales shall be reasonable notice. In addition, Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of Secured Party’s rights and remedies hereunder including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

SECTION 16.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or othe r persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of as sets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral.  Debtor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party’s duties under the Uniform Commercial Code or other law of the State or any other relevant jurisdiction in Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 16.

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SECTION 17.

No Waiver by Secured Party, Etc.  Secured Party shall not be deemed to have waived any of its rights or remedies in respect of the Obligations or the Collateral unless such waiver shall be in writing and signed by Secured Party. No delay or omission on the part of Secured Party in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies of Secured Party with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as Secured Party deems expedient.

SECTION 18.

Suretyship Waivers by Debtor.  Debtor waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Obligations and the Collateral, Debtor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as Secured Party may deem advisable.  Secured Party shall have no duty as to the collection or protection of the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in Section 11.2.  Debtor further waives any and all other suretyship defenses.

SECTION 19.

Marshalling.  Secured Party shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, Debtor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of Secured Party’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obli gations or under which any of the Obligations are outstanding or by which any of the Obligations are secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, Debtor hereby irrevocably waives the benefits of all such laws.

SECTION 20.

Proceeds of Dispositions; Expenses.  Debtor shall pay to Secured Party on demand any and all expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by Secured Party in protecting, preserving or enforcing Secured Party’s rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of the Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as Secured Party may determine, proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to Debtor. In the absence of final payment and satisfaction in full of all of the Obligations, Debtor shall remain liable for any deficiency.

SECTION 21.

Overdue Amounts. Until paid, all amounts due and payable by Debtor hereunder shall be a debt secured by the Collateral and shall bear, whether before or after judgment, interest at the Default Rate.

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SECTION 22.

Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEBRASKA.  Debtor agrees that any action or claim arising out of, or any dispute in connection with, this Agreement, any rights, remedies, obligations, or duties hereunder, or the performance or enforcement hereof or thereof, may be brought in the courts of any federal court sitting therein and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon Debtor by mail at the address specified in the notice provision of the Credit Agreement.  Debtor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inco nvenient court.

SECTION 23.

Waiver of Jury Trial.  DEBTOR WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS, REMEDIES, OBLIGATIONS OR DUTIES HEREUNDER, OR THE PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.  Except as prohibited by law, Debtor waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages.  Debtor (a) certifies that neither Secured Party nor any representative, agent or attorney of Secured Party has represented, expressly or otherwise, that Secured Party would not, in the event of litigation, seek to enforce the foregoing waivers or other waivers contained in this Agreement and (b)&nbs p;acknowledges that, in entering into the Credit Agreement and the other Loan Documents to which Secured Party is a party, Secured Party is relying upon, among other things, the waivers and certifications contained in this Section 23.

SECTION 24.

Miscellaneous. The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon Debtor and its respective successors and assigns, and shall inure to the benefit of Secured Party and its successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein.  Debtor acknowledges receipt of a copy of this Agreement.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

[Signature Page Follows]

13

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Debtor:

Green Plains Grain Company LLC

By:  /s/ Wayne Hoovestol                                    
Name: Wayne Hoovestol
Title: President

Secured Party:

First National Bank of Omaha

By:

 /s/ Kenneth Feaster                                    
Name:  Kenneth Feaster
Title:  Vice President

14

EX-10

EXHIBIT 10.5

FEE AGREEMENT

This Fee Agreement (“Agreement”), dated as of April 3, 2008, is between Green Plains Grain Company LLC, a Delaware limited liability company (“Borrower”), and First National Bank of Omaha, a national banking association (“Lender”).

PRELIMINARY STATEMENT

Unless otherwise expressly provided herein, all defined terms used in this Agreement shall have the meanings set forth in that certain Credit Agreement dated as of the date of this Agreement between Borrower and Lender (the “Credit Agreement”).  Concurrent with the execution of this Agreement, Borrower and Lender entered into the Credit Agreement pursuant to which Lender will make Revolving Credit Loans and the Term Loan to Borrower, secured by the Collateral.  

Lender’s agreement to make Revolving Credit Loans and the Term Loan is subject to payment to Lender of the non-refundable origination fee set forth herein.

AGREEMENT

1.

Fee.  As of the Closing, Lender shall have fully earned, and Borrower shall have paid to Lender, a non-refundable origination fee for the Revolving Credit Loans and Term Loan equal to one hundred thirty-six thousand five hundred dollars ($136,500).  Lender shall use the proceeds of such fee to pay each participating bank an origination fee equal to twenty-five basis points (0.25%) of the amount of each such bank’s commitment to help fund the Revolving Credit Loans and Term Loan.

2.

Notices.  All notices, consents, approvals or other instruments required or permitted to be given by either party pursuant to this Agreement shall be in writing and given by (i) hand delivery, (ii) facsimile, (iii) express overnight delivery service or (iv) certified or registered mail, return receipt requested, and shall be deemed to have been delivered upon (a) receipt, if hand delivered, (b) transmission, if delivered by facsimile, (c) the next business day, if delivered by express overnight delivery service, or (d) the third business day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested.  Notices shall be provided to the parties and addresses (or facsimile numbers, as applicable) specified below:

If to Borrower:

Green Plains Grain Company LLC
105 N. 31^st Avenue, Suite 103
Omaha, Nebraska 68131
Attention:  Jerry Peters

If to Lender:

First National Bank of Omaha
625 Maryville Center Drive, Suite 100
St. Louis, Missouri 63141
Attention:  Kenneth Feaster

And

1

First National Bank of Omaha

1620 Dodge Street, Stop 1057

Omaha, Nebraska 68197

Attention:  Brian Frevert

3.

Waiver and Amendment.  No provisions of this Agreement shall be deemed waived or amended except by a written instrument unambiguously setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought.  Waiver of any matter shall not be deemed a waiver of the same or any other matter on any future occasion.

4.

Severability.  The provisions of this Agreement shall be deemed severable.  If any part of this Agreement shall be held unenforceable, the remainder shall remain in full force and effect, and such unenforceable provision shall be reformed by such court so as to give maximum legal effect to the intention of the parties as expressed therein.

5.

Other Documents.  Each of the parties agrees to sign such other and further documents as may be appropriate to carry out the intentions expressed in this Agreement.

6.

Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations, warranties or agreements, written or oral, between Borrower and Lender with respect to the subject matter of this Agreement.

7.

Forum Selection; Jurisdiction; Venue; Choice of Law.  Borrower acknowledges that this Agreement was substantially negotiated in the State of Nebraska, the Agreement was signed by Lender in the State of Nebraska and delivered by Borrower in the State of Nebraska and there are substantial contacts between the parties and the transactions contemplated herein and the State of Nebraska.  For purposes of any action or proceeding arising out of this Agreement, the parties hereto hereby expressly submit to the jurisdiction of all federal and state courts located in the State of Nebraska and Borrower consents that it may be served with any process or paper by registered mail or by personal service within or without the State of Nebraska in accordance with applicable law.  Furthermore, Borrower waives and agrees not to assert in any such act ion, suit or proceeding that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper.  It is the intent of the parties hereto that all provisions of this Agreement shall be governed by and construed under the laws of the State of Nebraska.  To the extent that a court of competent jurisdiction finds Nebraska law inapplicable with respect to any provisions hereof, then, as to those provisions only, the law of the state where the Real Property is located shall be deemed to apply.  Nothing in this section shall limit or restrict the right of Lender to commence any proceeding in the federal or state courts located in the state in which the Real Property is located to the extent Lender deems such proceeding necessary or advisable to exercise remedies available under this Agreement.

8.

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

9.

Binding Effect.  This Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and permitted assigns including, without limitation, any United States trustee, any debtor-in-possession or any trustee appointed from a private panel.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Borrower:

Green Plains Grain Company LLC

By:  

 /s/ Wayne Hoovestol                              
Name: Wayne Hoovestol
Title: President

Lender:

First National Bank of Omaha

By:   /s/ Kenneth Feaster                                   
Name:  Kenneth Feaster
Title:  Vice President

3

EX-10

EXHIBIT 10.6

POST-CLOSING AGREEMENT

This Post-Closing Agreement (“Agreement”), dated as of April 3, 2008, is between Green Plains Renewable Energy, Inc., an Iowa corporation (“Parent), Green Plains Grain Company LLC, a Delaware limited liability company (“Borrower”), and First National Bank of Omaha, a national banking association (“Lender”).

PRELIMINARY STATEMENT

Unless otherwise expressly provided herein, all defined terms used in this Agreement shall have the meanings set forth in that certain Credit Agreement dated as of the date of this Agreement between Borrower and Lender (the “Credit Agreement”).  Concurrent with the execution of this Agreement, Borrower and Lender entered into the Credit Agreement pursuant to which Lender will make Revolving Credit Loans and the Term Loan to Borrower, secured by the Collateral.  

Lender’s agreement to make Revolving Credit Loans and the Term Loan is subject to delivery to Lender of the surveys of the Real Property required by Section 3.1(m) of the Credit Agreement (the “Surveys”) and Lender’s approval of the Surveys (or any matters affecting the Real Property which the Surveys reveal) in its reasonable discretion.  As of the date of this Agreement, the Surveys have not been delivered to and approved by Lender. Lender hereby waives the requirements of Section 3.1(m) of the Credit Agreement as a condition to Closing.  Borrower shall comply with the requirements of Section 3.1(m) of the Credit Agreement in accordance with the terms of this Agreement.  This Agreement also addresses Borrower’s compliance with certain other requirements of the Credit Agreement on a post-closing basis.

Borrower is a wholly-owned subsidiary of Parent.  As a result, Parent will receive substantial benefits if Lender makes Revolving Credit Loans and the Term Loan to Borrower.  To induce Lender to make Revolving Credit Loans and the Term Loan prior to the delivery and approval of the Surveys, Parent and Borrower have agreed to execute and deliver this Agreement.

AGREEMENT

1.

Surveys; Failure to Cure; Event of Default.

(a)

In the event that Borrower does not deliver the Surveys to Lender on or before September 30, 2008, then Lender shall have the right, but not the obligation, to immediately accelerate and declare due and payable the principal and accrued but unpaid interest under the Term Loan Note (the “Failure to Deliver Obligations”).  If Lender accelerates such Failure to Deliver Obligations and such Failure to Deliver Obligations are not paid in full within thirty (30) days after Lender’s delivery to Borrower of a notice of acceleration of such Failure to Deliver Obligations, an Event of Default shall be deemed to have occurred under the Credit Agreement and Lender shall be entitled to exercise all of its rights and remedies under all of the Loan Documents.

1

(b)

In the event that Borrower delivers the Surveys to Lender on or before September 30, 2008, but Lender does not approve the Surveys (or any matters affecting the Real Property which the Surveys reveal) in its reasonable discretion, then Lender shall have the right to require Borrower to cure any matters contributing to such non-approval by delivering to Borrower a notice requesting such cure on or before November 30, 2008.  In the event that Borrower does not cure such matters to Lender’s reasonable satisfaction within thirty (30) days after Lender’s delivery to Borrower of the notice requesting such cure, then Lender shall have the right, but not the obligation, to immediately accelerate and declare due and payable a principal amount under the Term Loan Note that Lender determines in its reasonable discretion represents the loss in value to the Collateral attributable to such failure to cure (the “Section 1(b) Failure to Cure Obligations”).  If Lender accelerates such Section 1(b) Failure to Cure Obligations and such Section 1(b) Failure to Cure Obligations are not paid in full within thirty (30) days after Lender’s delivery to Borrower of a notice of acceleration of such Section 1(b) Failure to Cure Obligations, an Event of Default shall be deemed to have occurred under the Credit Agreement and Lender shall be entitled to exercise all of its rights and remedies under all of the Loan Documents.

(c)

Any matters affecting the Real Property and set forth on Exhibit A attached hereto shall be cured by Borrower on or before April 30, 2008.  In the event that Borrower does not cure such matters to Lender’s reasonable satisfaction on or before April 30, 2008, then Lender shall have the right, but not the obligation, to immediately accelerate and declare due and payable a principal amount under the Term Loan Note that Lender determines in its reasonable discretion represents the loss in value to the Collateral attributable to such failure to cure (the “Section 1(c) Failure to Cure Obligations”).  If Lender accelerates such Section 1(c) Failure to Cure Obligations and such Section 1(c) Failure to Cure Obligations are not paid in full within thirty (30) days after Lender’s delivery to Borrower of a notice of acceleration of such Secti on 1(c) Failure to Cure Obligations, an Event of Default shall be deemed to have occurred under the Credit Agreement and Lender shall be entitled to exercise all of its rights and remedies under all of the Loan Documents.

2.

Indemnification.  Borrower shall indemnify and hold harmless Lender and its shareholders, directors, officers, employees, affiliates, lenders, trustees, successors and assigns (the “Indemnified Parties”), from and against any and all claims, demands, fines, assessments, causes of action, suits, proceedings, liabilities, damages (including consequential and punitive damages), losses, out-of-pocket costs and expenses including, without limitation, the reasonable attorneys’ fees and expenses, which are incurred by the Indemnified Parties relating to or arising out of this Agreement.

3.

Financial Support.  Parent agrees to contribute up to two million dollars ($2,000,000) cash to the capital of Borrower if, and only to the extent, required for Borrower to comply with the financial covenants set forth in Section 5.9 of the Credit Agreement (the “Required Capital Contributions”).  In the event that Parent fails to make any Required Capital Contributions, the amount of any such Required Capital Contributions shall become due and payable to Lender (the “Failure to Contribute Obligations”).  Any Failure to Contribute Obligations received by Lender shall be used to satisfy Obligations in accordance with the Credit Agreement.

4.

Guaranty.  For valuable consideration, the receipt of which is hereby acknowledged, Parent unconditionally, absolutely and irrevocably guarantees and promises to pay to Lender, or order, any and all amounts including, without limitation, the Failure to Deliver Obligations, the Section 1(b) Failure to Cure Obligations, the Section 1(c) Failure to Cure Obligations, any indemnity obligations, the Failure to Contribute Obligations and all other amounts, costs, fees, expenses and charges of any kind or type whatsoever, which may or at any time become due to Lender pursuant to this Agreement.

2

5.

Additional Assurances. Borrower agrees to execute and deliver such further deeds, mortgages, releases, instruments and assurances including, but not limited to, amendments of the Mortgages and such other documents, agreements and instruments as may be necessary to obtain updated policies of title insurance for the Real Property, and will do such further acts as may be necessary or proper to carry out more effectively the purposes of this Agreement and Borrower's obligation to cure matters related to the Real Property pursuant to Section 1 hereof.  Borrower agrees to pay any attorneys’ fees, title insurance fees, recording fees, filing fees, taxes or other charges arising out of or incident to this Agreement.

6.

Notices.  All notices, consents, approvals or other instruments required or permitted to be given by either party pursuant to this Agreement shall be in writing and given by (i) hand delivery, (ii) facsimile, (iii) express overnight delivery service or (iv) certified or registered mail, return receipt requested, and shall be deemed to have been delivered upon (a) receipt, if hand delivered, (b) transmission, if delivered by facsimile, (c) the next business day, if delivered by express overnight delivery service, or (d) the third business day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested.  Notices shall be provided to the parties and addresses (or facsimile numbers, as applicable) specified below:

If to Parent:

Green Plains Renewable Energy, Inc.
105 N. 31^st Avenue, Suite 103
Omaha, Nebraska 68131
Attention:  Jerry Peters

If to Borrower:

Green Plains Grain Company LLC
105 N. 31^st Avenue, Suite 103
Omaha, Nebraska 68131
Attention:  Jerry Peters

If to Lender:

First National Bank of Omaha
625 Maryville Center Drive, Suite 100
St. Louis, Missouri 63141
Attention:  Kenneth Feaster

And

First National Bank of Omaha

1620 Dodge Street, Stop 1057

Omaha, Nebraska 68197

Attention:  Brian Frevert

7.

Waiver and Amendment.  No provisions of this Agreement shall be deemed waived or amended except by a written instrument unambiguously setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought.  Waiver of any matter shall not be deemed a waiver of the same or any other matter on any future occasion.

8.

Severability.  The provisions of this Agreement shall be deemed severable.  If any part of this Agreement shall be held unenforceable, the remainder shall remain in full force and effect, and such unenforceable provision shall be reformed by such court so as to give maximum legal effect to the intention of the parties as expressed therein.

9.

Other Documents.  Each of the parties agrees to sign such other and further documents as may be appropriate to carry out the intentions expressed in this Agreement.

3

10.

Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations, warranties or agreements, written or oral, between Parent, Borrower and Lender with respect to the subject matter of this Agreement.

11.

Forum Selection; Jurisdiction; Venue; Choice of Law.  Parent and Borrower acknowledge that this Agreement was substantially negotiated in the State of Nebraska, the Agreement was signed by Lender in the State of Nebraska and delivered by Parent and Borrower in the State of Nebraska and there are substantial contacts between the parties and the transactions contemplated herein and the State of Nebraska.  For purposes of any action or proceeding arising out of this Agreement, the parties hereto hereby expressly submit to the jurisdiction of all federal and state courts located in the State of Nebraska and Parent and Borrower consent that they may be served with any process or paper by registered mail or by personal service within or without the State of Nebraska in accordance with applicable law.  Furthermore, Parent and Borrower wai ve and agree not to assert in any such action, suit or proceeding that they are not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper.  It is the intent of the parties hereto that all provisions of this Agreement shall be governed by and construed under the laws of the State of Nebraska.  To the extent that a court of competent jurisdiction finds Nebraska law inapplicable with respect to any provisions hereof, then, as to those provisions only, the law of the state where the Real Property is located shall be deemed to apply.  Nothing in this section shall limit or restrict the right of Lender to commence any proceeding in the federal or state courts located in the state in which the Real Property is located to the extent Lender deems such proceeding necessary or advisable to exercise remedies available under this Agreement.

12.

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

13.

Binding Effect.  This Agreement shall be binding upon and inure to the benefit of Parent, Borrower and Lender and their respective successors and permitted assigns including, without limitation, any United States trustee, any debtor-in-possession or any trustee appointed from a private panel.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Parent:

Green Plains Renewable Energy, Inc.

By:   /s/ Wayne Hoovestol                                 
Name: Wayne Hoovestol
Title: Chief Executive Officer

Borrower:

Green Plains Grain Company LLC

By:  

 /s/ Wayne Hoovestol                               
Name: Wayne Hoovestol
Title: President

Lender:

First National Bank of Omaha

By:   /s/ Kenneth Feaster                                    
Name:  Kenneth Feaster
Title:  Vice President

5

EXHIBIT A

Matters Affecting the Real Property

1.

Non-compliance with zoning ordinances at Lots 1 – 2 Block 14 Original Town in Superior, Iowa.  Borrower shall remediate, to Lender’s satisfaction, the non-compliant use which is stated in the zoning letter delivered to Lender.

2.

Non-compliance with zoning ordinances at Part SE SW and SW SE S of RR Exc Tracts Misc Tracts in Superior, Iowa.  Borrower shall remediate, to Lender’s satisfaction, the non-compliant use which is stated in the zoning letter delivered to Lender.

6

EX-10

Exhibit 10.7

AMERICANA LOAN AGREEMENTS

dated April 3, 2008

Business Loan Agreement

EX-10

Exhibit 10.8

EX-10

Exhibit 10.9

EX-10

Exhibit 10.10

EX-10

                                                                                                                                                             Exhibit 10.11

AXIS CAPITAL INC.

EQUIPMENT FINANCING AGREEMENTS

dated March 31, 2008

effective April 3, 2008

AXIS CAPITAL INC (“Secured Party”)

308 NORTH LOCUST STREET GRAND ISLAND NE 68801

Agreement Number      /      Customer Number /

A. Debtor:

Supplier:

GREEN PLAINS GRAIN COMPANY LLC 701 N MAIN ST EVERLY IA  51338 WAYNE HOOVESTOL

B. Collateral (Quantity, Description & Serial No.)

Equipment Description:  (and/or as described in invoice(s) or equipment list attached hereto and made a part hereof collectively, the “Equipment”)

Location:   701 N MAIN ST, EVERLY, IA 51338

C. Schedule of Payments:

Initial Term (In Months)

Total Number Of Payments

Amount of Each Payment

Total Initial Payment

Total Advance Amount

First:

$24,766.50

Doc. Fee:

$0.00

48

48

$24,766.50

Last:

$0.00

Deposit:

$0.00

$24,766.50

D.  DISCLAIMER OF WARRANTIES AND CLAIMS:  LIMITATION OF REMEDIES.  THERE ARE NO WARRANTIES BY OR ON BEHALF OF SECURED PARTY AND NEITHER THE SUPPLIER NOR ANY OTHER PARTY IS SECURED PARTY’S AGENT. DEBTOR ACKNOWLEDGES AND AGREES BY ITS SIGNATURE BELOW AS FOLLOWS:  (A) SECURED PARTY MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE CONDITION OF THE COLLATERAL, ITS MERCHANTABILITY, ITS FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS DESIGN, ITS CONDITION, ITS CAPACITY, ITS QUALITY, OR WITH RESPECT TO ANY CHARACTERISTICS OF THE COLLATERAL; (B) DEBTOR ACCEPTS COLLATERAL “AS IS” AND WITH ALL FAULTS;  (C) DEBTOR ACKNOWLEDGES THAT THE COLLATERAL WILL BE USED SOLELY FOR COMMERCIAL OR BUSINESS PURPOSES; (D) IF THE COLLATERAL IS NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY THE SUPPLIER OR MANU FACTURER, OR IS UNSATISFACTORY FOR ANY REASON, REGARDLESS OF CAUSE OR CONSEQUENCE, DEBTOR’S ONLY REMEDY, IF ANY, SHALL BE AGAINST THE SUPPLIER OR MANUFACTURER OF THE COLLATERAL AND NOT AGAINST SECURED PARTY; (E) DEBTOR SHALL HAVE NO REMEDY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AGAINST SECURED PARTY; AND (F) NO DEFECT, DAMAGE OR UNFITNESS OF THE COLLATERAL FOR ANY PURPOSE SHALL RELIEVE DEBTOR OF THE OBLIGATION TO MAKE PAYMENTS OR RELIEVE DEBTOR OF ANY OTHER OBLIGATION UNDER THIS AGREEMENT.

E.  Amendments: No term or provision of this Agreement may be amended, altered, waived or discharged except by a written instrument signed by all parties to this Agreement.

THIS AGREEMENT, THE TERMS OF WHICH HAVE BEEN FREELY NEGOTIATED BY EACH PARTY, IS SUBJECT TO THE TERMS AND CONDITIONS ON THE

REVERSE SIDE OR FOLLOWING PAGE WHICH ARE MADE A PART HEREOF AND WHICH DEBTOR AND SECURED PARTY ACKNOWLEDGE THEY HAVE READ AND ACCEPTED.

BY EXECUTION OF THIS AGREEMENT, THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS AUTHORIZED BY DEBTOR TO APPROVE EQUIPMENT

AND TO APPROVE, EXECUTE AND DELIVER TO SECURED PARTY A FINANCE AGREEMENT AND SUCH DOCUMENTATION AND ACTION  COVERING SUCH EQUIPENT AS NECESSARY TO EFFECTUATE AND PERFORM SUCH FINANCE AGREEMENT.

THIS IS A NON-CANCELABLE AGREEMENT.

Secured Party:

AXIS CAPITAL INC

Debtor:

GREEN PLAINS GRAIN COMPANY LLC

By:

GORDON GLADE

Signature:

S          /s/ Wayne Hoovestol

Title:

CEO

Title:

PRESIDENT

Guaranty:  In consideration of AXIS CAPITAL INC, its successors and assigns (“Secured Party”),  entering into this Financing Agreement (“Agreement”), the part(ies) or individual(s) executing this Guaranty (“Guarantor,” whether one or more) unconditionally and irrevocably guaranty to Secured Party, the prompt payment and performance of all obligations of the Debtor. Guarantor agrees that this is a guaranty of payment and not of collection, and that Secured Party can proceed directly against Guarantor without first proceeding against Debtor or against the Collateral covered by the Agreement. Guarantor waives all defenses and notices, including those of protest, presentment and demand.  Guarantor agrees that Secured Party can renew, extend or otherwise modify the terms of the Agreement and Guarantor will be bound by such changes.  If Debtor defaults under the Agreement, Guarantor will immediately perform all obligations of Debtor under the Agreement, including, but not limited to, paying all amounts due under the Agreement.  Guarantor will pay to Secured Party all expenses (including attorneys’ fees) incurred by Secured Party in enforcing Secured Party’s rights against Guarantor.  This Guaranty will not be discharged or affected by the death, dissolution, termination, bankruptcy or insolvency of Debtor or Guarantor and will bind Guarantor’s heirs, personal representatives, successors and assigns.  If more than one Guarantor has signed this Guaranty, each Guarantor agrees that his/her liability is joint and several.  Guarantor authorizes Secured Party or any of Secured Party’s designees to obtain and share with others credit bureau reports r egarding Guarantor’s personal credit, and make other credit inquiries that Secured Party determines are necessary.  THIS GUARANTY IS GOVERNED BY THE LAWS OF THE STATE OF NEBRASKA.  GUARANTOR CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEBRASKA OR IN ANY OTHER STATE WHERE SECURED PARTY HAS AN OFFICE.  GUARANTOR EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY.

/s/ Wayne Hoovestol

Guarantor Signature

Guarantor Signature

Certificate of acceptance: The undersigned Debtor certifies to Secured Party that all items of Collateral referred to above or on the attachment(s) hereto have been received and irrevocably accepted by the Debtor and were at the time of receipt in good order and condition and acceptable to use.  Debtor approves payment by Secured Party to the Supplier.  Debtor hereby certifies that Secured Party has fully and satisfactorily performed all covenants and conditions to be performed by it under the Agreement.  Debtor agrees to enforce, in its own name, all warranties, agreements or representations, if any, which may be made by the Supplier in respect to the Collateral.

March 31, 2008

Date

S       /s/ Wayne Hoovestol

WAYNE  HOOVESTOL,  PRESIDENT

REQUEST FOR ELECTRONIC PAYMENT
Please attach a voided check from the account to be debited
The undersigned hereby authorizes and requests Secured Party to initiate electronic debit entries (and credit entries and adjustments for any debit entries in error) or affect a charge by any other commercially accepted practice to the account indicated below in the financial institution named below (“Depository”).  The undersigned hereby authorizes and requests the Depository to honor the debit and/or credit entries initiated by Secured Party.  This authorization is for payments due under the referenced Agreement. This authority is to remain in force until such time as all amounts due under the Agreement are paid in full or until Secured Party and Depository have received written notificati on from the undersigned terminating this authorization in such time and manner as to afford Secured Party and Depository a reasonable opportunity to act on it.
Customer Name Printed: GREEN PLAINS GRAIN COMPANY LLC	Agreement Number:
Depository Name and Branch:________________________________________________________	Account Number:  ___________________________________________________________
Depository Address (city & state): ____________________________________________________
Depository Telephone Number: _______________________________________________________	Customer Signature: S _________/s/ Wayne Hoovestol____________________

TERMS AND CONDITIONS

Agreement Number: _______________________________

1.  Definitions; Reports:  The words “you” and “your” refer to the DEBTOR, its successors and assigns, as shown on the reverse side or preceding page, as applicable (the “first page”).  The words “we”, “us” and “our” refer to the SECURED PARTY, its successors and assigns, as shown on the first page. You authorize us and our designees to obtain investigative credit reports, regarding you and each guarantor, from a credit bureau or a credit agency and to investigate the references given on any statement or data obtained and to share such reports with others.
2. Acceptance: We agree to lend to you, and you agree to borrow from us, an amount for the purchase of: equipment, items, products, software, services, and other personal property described or referenced on the first page (“Collateral”), for the term shown on the first page (“Initial Term”).  We shall have no obligations hereunder until we accept and sign this Agreement at our offices.  If this Agreement is executed by you and thereafter sent to us by facsimile transmission, then until such time as we have received the Agreement with your manual signature thereon, such facsimile transmission shall constitute, upon acceptance and execution by us in our offices, the original Agreement and chattel paper and shall be admissible for all purposes as the original Agreement.  You agree to promptly forward to us the Agreement with your manual signature thereon and upon receipt by us, the Ag reement with your manual signature thereon shall constitute the chattel paper in lieu of such facsimile transmission.
3.  Security Interest: You hereby grant to us a security interest under the Uniform Commercial Code (“UCC”) in the property described or referenced as Collateral and all accessions and additions thereto and replacements thereof and all proceeds and products of the foregoing (collectively, the "Collateral" and individually an "Item" or "Item of Collateral").  Such security interest is granted to secure payment and performance by you of your obligations hereunder and under any other present or future agreement with us.
4.  Payments: You promise to pay us the payments shown on the first page, in advance, commencing as of the first day of the Initial Term and continuing on the first day of each month in which a payment is due, without need of an invoice; provided, as indicated in the Schedule of Payments, the payments included in the Total Initial Payment shall be paid upon your execution of this Agreement.  We reserve the right to increase the payment shown in the Schedule of Payments by up to 15% or to decrease it without limit to reflect changes in the final amounts paid to the Supplier or amount borrowed.  Any such adjustment shall be reflected on a subsequent invoice to be sent to you within 30 days.We also reserve the right to either insert or correct the Agreement Number, Debtor Name, Debtor Address, Equipment Location and Signature Date.  If the contemplated t ransaction is not consummated, the Total Initial Payment may be retained, by us, as partial compensation for costs and expenses incurred in preparation for the transaction.  On the first day of the Initial Term you agree to pay us accrued interest on the principal amount that has been previously advanced, hereunder, by us at the implicit contract rate for this Agreement.  Your obligation to make payments and pay other amounts hereunder is absolute and unconditional and not subject to abatement, reduction or set-off for any reason whatsoever. If the date on which all payments have been made to the Supplier for the Collateral is the first day of a calendar month, then the Initial Term shall commence on such date; otherwise, the Initial Term shall commence on the first day of the following calendar month; and in each case the Initial Term shall continue for the number of months indicated on the first page. The Deposit shown on the first page shall not bear interest and we may apply the Deposit to cure any default, in which event you will promptly restore the Deposit to its full amount.  After all of the obligations under this Agreement are fully paid and performed, any remaining balance of the Deposit shall be refunded to you.
5. Location: You agree to maintain records showing the location of each item of Collateral.  You shall report such location to us upon our request.  Your failure, to maintain records showing the location of each item of Collateral and/or to report the location of each item of Collateral shall constitute a default.
6. Maintenance; Installation: You are responsible for installing and keeping the Collateral in good working order. You shall not make any alterations, additions or improvements to the Collateral, which detract from its economic value or functional utility.  All additions and improvements made to the Collateral shall be deemed accessions thereto, and shall not be removed if removal would impair the Collateral’s economic value or functional utility.  If the Collateral is damaged or lost, you agree to continue making scheduled payments unless you pay the Casualty Value pursuant to Section 13.
7. Insurance:  You agree to keep the Collateral fully insured against loss until this Agreement is paid in full and to have us named as loss payee. You also agree to obtain a general public liability insurance policy from anyone who is acceptable to us, with minimum limits of $250,000/$500,000 for bodily injury and property damage coverage equal to or greater than the retail replacement value of the collateral,  You agree to provide us with certificates or other evidence of insurance acceptable to us, before the Initial Term begins, and during the term.  If at any time you have failed to deliver to us a valid certificate of insurance reflecting such insurance as being in effect, then we will have the right, but no obligation, to have such insurance protecting us placed for the term of the Agreement at your expense; and if so placed, we will add to your payment and you will pay us our costs of o btaining such insurance and any customary charges or fees of ours or our designee associated with such insurance together with interest thereon at the maximum rate permitted by applicable law.
8. Taxes and Fees: You agree to pay when due or reimburse us for all taxes, fees, fines and penalties relating to use or ownership of the Collateral or to this Agreement, including documentary stamp taxes, now or hereafter imposed, levied or assessed by any federal, state or local government or agency.  If any federal, state, county or local government or agency requires any taxes, charges or fees to be paid in advance, and we pay such taxes, charges or fees, we reserve the right to adjust the payment shown in the Schedule of Payments, to reflect the payment of such taxes, charges or fees.  Any such adjustment shall be reflected on a subsequent invoice to be sent to you within 30 days.
9. Software.  All references to “Equipment” shall include software and/or software licenses.  Notwithstanding any contrary language in the Agreement, Debtor understands that the Supplier shall continue to retain title to the equipment described as computer software or software license.  The Debtor hereby grants to Secured Party a security interest in all of its right, title and interest in and to the Equipment, including the software, as some may be modified, corrected, supplemented or enhanced from time to time.  Secured Party shall have all the rights of a secured creditor under the Uniform Commercial Code (the “UCC”) with respect to the Equipment.  Debtor shall not be permitted to assign its interest hereunder or sublease said License or use of the Equipment to any other person or entity without both Secured Party’s and Supplier’s prior written consent, which may be declined for any reason.  Debtor shall have no right, title or interest in the Equipment or License except as expressly provided herein and in any license agreement with the Supplier.
     Debtor hereby acknowledges receiving a copy of said license agreement, the terms of which are incorporated by reference herein.  Debtor agrees to be bound by the terms and conditions of said License and agrees to indemnify and hold Secured Party harmless from and against all claims, losses, liabilities, damages, judgment, suits and all legal proceedings and expenses in connection therewith, arising out of the possession, use and operation of the Equipment or arising out of Debtor’s breach of the terms of the license agreement.  This indemnity shall be in addition to that provided in the Agreement. 10. Personal Property:  The Collateral will be and shall remain personal property and, if requested by us, you will obtain real property waivers satisfactory to us.  You shall keep the Collateral free from any and all liens and encumbrances.  You shall give us immediate notice of any attachment or other judicial process, liens or encumbrances affecting the Collateral. You hereby authorize us and appoint us as your attorney-in-fact with the power of attorney to file this Agreement and any financing statement(s) or security agreement(s) with respect to the Collateral in any state in the United States. You further authorize us to file this Agreement and such financing statements or security agreements without your signature thereon. If your signature on any financing statement is required by law, you shall execute such supplement al instruments and financing statements we deem to be necessary and advisable and shall otherwise cooperate to defend our title by filing or otherwise.  You also agree to pay us on demand filing, registration and releasing fees prescribed by the UCC or other law.  Any Collateral that is subject to title registration laws shall be titled and registered as directed by us, and we shall maintain physical possession of the title until this Agreement is paid in full.
11. Default; Remedies: If you do not pay when due or if you breach or fail to perform any of your other covenants and promises under this Agreement or any other agreement entered into by you and held or serviced by us or if you declare bankruptcy or insolvency or if you terminate your entity existence or take any actions regarding the cessation or winding up of your business affairs, you will be in default. If you are in default, at our election, we can accelerate and require that you pay, as reasonable liquidated damages for loss of bargain, the “Accelerated Balance”.  The Accelerated Balance will be equal to the total of (i) accrued and unpaid amounts, and (ii) the remaining payments. We can also pursue any of the remedies available to us under the UCC or any other law. In addition, you agree to pay our reasonable attorneys’ fees and actual costs including repossession and collection costs, and all non-sufficient funds charges and similar charges.
12.  Late Charge:  If any part of a payment is late, you agree to pay a late charge equal to the lesser of (a) the greater of 10% of the payment or $25.00 or (b) the maximum amount permitted by applicable law.
13. Assignment; Inspection:  YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN, LEASE OR ENCUMBER THE COLLATERAL OR THIS AGREEMENT.  We may sell, transfer, assign, or encumber this Agreement.  You agree that if we sell, transfer, assign, or encumber this Agreement, the assignee will have the rights and benefits that we assign to the assignee and will not have to perform any of our obligations.  You agree that the rights of the assignee will not be subject to any claims, defenses or set-offs that you may have against us.  We and our agents and representatives shall have the right at any time during regular business hours to inspect the Collateral and for that purpose to have access to the location of the Collateral.
14.  Risk of Loss:  You hereby assume and shall bear the entire risk of loss, theft, damage and destruction of the Collateral from any cause whatsoever and no loss, theft, damage or destruction of the Collateral shall relieve you of the obligation to make scheduled payments or any other obligation under this Agreement, and this Agreement shall remain in full force and effect except as provided below.  You shall promptly notify us in writing of such loss, theft, damage or destruction.  If damage of any kind occurs to any item of Collateral, you, at our option, shall at your expense (a) place the item in good repair, condition or working order, or (b) if the Collateral cannot be repaired or is lost, stolen or suffers a constructive loss under an insurance policy covering the Collateral, pay to us the “Casualty Value.”  The Casualty Value will be equal to the total of (i) accru ed and unpaid amounts, and (ii) the remaining payments discounted to present value using the Federal Funds rate as of the date of payment.
15. Choice of Law; Consent to Jurisdiction; Venue: This Agreement shall be interpreted, and all rights and liabilities of the parties hereto and thereunder shall be determined and governed as to validity, interpretation, enforcement and effect, by the laws of the State of Nebraska.  Without limiting the right of Secured Party to bring any action or proceeding against Debtor in the courts of other jurisdictions, Debtor hereby irrevocably submits to the jurisdiction of any State or Federal court located in Nebraska or in any other state where Secured Party has an office.  Secured Party and Debtor expressly waive any right to a trial by Jury.
16.  Miscellaneous:  During the term of this Agreement, you agree to provide us with all financial statements and copies of federal or state tax returns as we may reasonably request.  If we supply you with labels, you shall label any and all items of Collateral and shall keep the same affixed in a prominent place.  If any provision hereof or any remedy herein provided is found to be invalid under any applicable law, such provision shall be inapplicable and deemed omitted, but the remaining provisions hereof, including remaining default remedies, shall be given effect in accordance with the manifest intent hereof.  You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time. You agree that the terms and conditions indicated above and on the first page are a complete and exclusive statement of our agreement and they may be modified only by written agreement signed by all of the parties hereto and not by course of performance. You agree that the original of this Agreement may be microfilmed or electronically duplicated and a photostatic copy of such microfilm or electronic duplication may be introduced in lieu of the original thereof and without further foundation. Debtor and Guarantor (if any) also agree that a facsimile copy of the Agreement and Guaranty with facsimile signatures may be deemed as an original and will be admissible as evidence of the Agreement and Guaranty.  The parties hereto expressly waive the secondary evidence rule. You acknowledge receipt of a copy of this Agreement.  You agree that this Agreement will be binding upon your successors, assigns, heirs and legal representatives.  You agree that our waiver of any provision hereunder shall not constitute a waiver of any other matter. It is the express intent of the parties not to violate any applicable usury laws or to exceed t he maximum amount of interest permitted to be charged or collected by applicable law, and any such excess payment will be applied to the payments in inverse order of maturity, and any remaining excess will be refunded to you.
__________ (Debtor’s Initial)


PAGE 2 OF 2

EQUIPMENT LIST

AGREEMENT NUMBER: ___________________

SECURED PARTY: AXIS CAPITAL INC 308 NORTH LOCUST STREET GRAND ISLAND NE  68801	DEBTOR: GREEN PLAINS GRAIN COMPANY LLC 701 N MAIN ST EVERLY IA  51338
EQUIPMENT DESCRIPTION:

Grain Probe	AGCO 16 ton SS Tender
Feteral Auger	AGCO 16 ton SS Tender
LNP 443 Westfield MK13081 Auger	1998 Kalyn Co Dropdeck Trailer
2002 International 9100i 6x4 Tractor	1998 Kalyn Co Dropdeck Trailer
2002 International 9100i 6x4 Tractor	(2) ace Roto Mold Tanks & Mounts
2008 Timpte Grain Hopper #4266
2008 Timpte Grain Hopper #4266	Creep Feeder on wheels
2008 Timpte Grain Hopper #4268	2000 Volvo Semi Tractor
2002 International 9200i 6x4 Day Cab	Pacer Bulk Feed Trailer
2002 International 9200i 6x4 Day Cab
	1981 Fruehof Bulk Fuel Trlr
UAN Tank – 32% (CIP 8/31/06)	1998 Kenworth, T300 Fuel trk (1579)
Rebuilt Transmission	Engine Overhaul
FECO Box Mounting	Refurb 2006 gal Bobtail
2004 Ford F150 Pickup	2007 Freightliner M-2 Chassis
1995 GMC K2500 P/U
1999 Komatsu FG25T-12 Forklift	1999 Terragator 8103
2007 Wrangler WL0161 WILMAR 4450	1999 Terragator 8103
2007 Hagie Hi Tractor STS	2000 Terragator 8103
2007 Hagie Hi Tractor STS	Ag Chem Rogator 854
2007 Rogator RG1286C Hi Sprayer

A photocopy or facsimile of this Equipment List will be legally admissible under the “best evidence rule.”  A signed copy of this Equipment List sent by facsimile shall be treated as an original document and shall be admissible as evidence thereof, and all signatures thereon shall be binding as if manual signatures were personally delivered.

AXIS CAPITAL INC	GREEN PLAINS GRAIN COMPANY LLC
By:____Gordon Glade________________	By:  S __ /s/ Wayne Hoovestol
	WAYNE  HOOVESTOL
Title:___ CEO ______________________	Title:   PRESIDENT
Date:___ March 31, 2008_____________	Date: _March 31, 2008_______________

AXIS CAPITAL INC (“Secured Party”)

308 NORTH LOCUST STREET GRAND ISLAND NE 68801

Agreement Number      /      Customer Number /

A. Debtor:

Supplier:

GREEN PLAINS GRAIN COMPANY LLC 701 N MAIN ST EVERLY IA  51338 WAYNE HOOVESTOL

B. Collateral (Quantity, Description & Serial No.)

Equipment Description:  (and/or as described in invoice(s) or equipment list attached hereto and made a part hereof collectively, the “Equipment”)

Location:   701 N MAIN ST, EVERLY, IA 51338

C. Schedule of Payments:

Initial Term (In Months)

Total Number Of Payments

Amount of Each Payment

Total Initial Payment

Total Advance Amount

First:

$18,574.88

Doc. Fee:

$0.00

48

48

$18,574.88

Last:

$0.00

Deposit:

$0.00

$18,574.88

D.  DISCLAIMER OF WARRANTIES AND CLAIMS:  LIMITATION OF REMEDIES.  THERE ARE NO WARRANTIES BY OR ON BEHALF OF SECURED PARTY AND NEITHER THE SUPPLIER NOR ANY OTHER PARTY IS SECURED PARTY’S AGENT. DEBTOR ACKNOWLEDGES AND AGREES BY ITS SIGNATURE BELOW AS FOLLOWS:  (A) SECURED PARTY MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE CONDITION OF THE COLLATERAL, ITS MERCHANTABILITY, ITS FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS DESIGN, ITS CONDITION, ITS CAPACITY, ITS QUALITY, OR WITH RESPECT TO ANY CHARACTERISTICS OF THE COLLATERAL; (B) DEBTOR ACCEPTS COLLATERAL “AS IS” AND WITH ALL FAULTS;  (C) DEBTOR ACKNOWLEDGES THAT THE COLLATERAL WILL BE USED SOLELY FOR COMMERCIAL OR BUSINESS PURPOSES; (D) IF THE COLLATERAL IS NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY THE SUPPLIER OR MANU FACTURER, OR IS UNSATISFACTORY FOR ANY REASON, REGARDLESS OF CAUSE OR CONSEQUENCE, DEBTOR’S ONLY REMEDY, IF ANY, SHALL BE AGAINST THE SUPPLIER OR MANUFACTURER OF THE COLLATERAL AND NOT AGAINST SECURED PARTY; (E) DEBTOR SHALL HAVE NO REMEDY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AGAINST SECURED PARTY; AND (F) NO DEFECT, DAMAGE OR UNFITNESS OF THE COLLATERAL FOR ANY PURPOSE SHALL RELIEVE DEBTOR OF THE OBLIGATION TO MAKE PAYMENTS OR RELIEVE DEBTOR OF ANY OTHER OBLIGATION UNDER THIS AGREEMENT.

E.  Amendments: No term or provision of this Agreement may be amended, altered, waived or discharged except by a written instrument signed by all parties to this Agreement.

THIS AGREEMENT, THE TERMS OF WHICH HAVE BEEN FREELY NEGOTIATED BY EACH PARTY, IS SUBJECT TO THE TERMS AND CONDITIONS ON THE

REVERSE SIDE OR FOLLOWING PAGE WHICH ARE MADE A PART HEREOF AND WHICH DEBTOR AND SECURED PARTY ACKNOWLEDGE THEY HAVE READ AND ACCEPTED.

BY EXECUTION OF THIS AGREEMENT, THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS AUTHORIZED BY DEBTOR TO APPROVE EQUIPMENT

AND TO APPROVE, EXECUTE AND DELIVER TO SECURED PARTY A FINANCE AGREEMENT AND SUCH DOCUMENTATION AND ACTION  COVERING SUCH EQUIPENT AS NECESSARY TO EFFECTUATE AND PERFORM SUCH FINANCE AGREEMENT.

THIS IS A NON-CANCELABLE AGREEMENT.

Secured Party:

AXIS CAPITAL INC

Debtor:

GREEN PLAINS GRAIN COMPANY LLC

By:

Gordon Glade

Signature:

S          /s/ Wayne Hoovestol

Title:

CEO

Title:

PRESIDENT

Guaranty:  In consideration of AXIS CAPITAL INC, its successors and assigns (“Secured Party”),  entering into this Financing Agreement (“Agreement”), the part(ies) or individual(s) executing this Guaranty (“Guarantor,” whether one or more) unconditionally and irrevocably guaranty to Secured Party, the prompt payment and performance of all obligations of the Debtor. Guarantor agrees that this is a guaranty of payment and not of collection, and that Secured Party can proceed directly against Guarantor without first proceeding against Debtor or against the Collateral covered by the Agreement. Guarantor waives all defenses and notices, including those of protest, presentment and demand.  Guarantor agrees that Secured Party can renew, extend or otherwise modify the terms of the Agreement and Guarantor will be bound by such changes.  If Debtor defaults under the Agreement, Guarantor will immediately perform all obligations of Debtor under the Agreement, including, but not limited to, paying all amounts due under the Agreement.  Guarantor will pay to Secured Party all expenses (including attorneys’ fees) incurred by Secured Party in enforcing Secured Party’s rights against Guarantor.  This Guaranty will not be discharged or affected by the death, dissolution, termination, bankruptcy or insolvency of Debtor or Guarantor and will bind Guarantor’s heirs, personal representatives, successors and assigns.  If more than one Guarantor has signed this Guaranty, each Guarantor agrees that his/her liability is joint and several.  Guarantor authorizes Secured Party or any of Secured Party’s designees to obtain and share with others credit bureau reports r egarding Guarantor’s personal credit, and make other credit inquiries that Secured Party determines are necessary.  THIS GUARANTY IS GOVERNED BY THE LAWS OF THE STATE OF NEBRASKA.  GUARANTOR CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEBRASKA OR IN ANY OTHER STATE WHERE SECURED PARTY HAS AN OFFICE.  GUARANTOR EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY.

/s/ Wayne Hoovestol

Guarantor Signature

Guarantor Signature

Certificate of acceptance: The undersigned Debtor certifies to Secured Party that all items of Collateral referred to above or on the attachment(s) hereto have been received and irrevocably accepted by the Debtor and were at the time of receipt in good order and condition and acceptable to use.  Debtor approves payment by Secured Party to the Supplier.  Debtor hereby certifies that Secured Party has fully and satisfactorily performed all covenants and conditions to be performed by it under the Agreement.  Debtor agrees to enforce, in its own name, all warranties, agreements or representations, if any, which may be made by the Supplier in respect to the Collateral.

March 31, 2008

Date

S           /s/ Wayne Hoovestol

WAYNE  HOOVESTOL,  PRESIDENT

REQUEST FOR ELECTRONIC PAYMENT
Please attach a voided check from the account to be debited
The undersigned hereby authorizes and requests Secured Party to initiate electronic debit entries (and credit entries and adjustments for any debit entries in error) or affect a charge by any other commercially accepted practice to the account indicated below in the financial institution named below (“Depository”).  The undersigned hereby authorizes and requests the Depository to honor the debit and/or credit entries initiated by Secured Party.  This authorization is for payments due under the referenced Agreement. This authority is to remain in force until such time as all amounts due under the Agreement are paid in full or until Secured Party and Depository have received written notificati on from the undersigned terminating this authorization in such time and manner as to afford Secured Party and Depository a reasonable opportunity to act on it.
Customer Name Printed: GREEN PLAINS GRAIN COMPANY LLC	Agreement Number:
Depository Name and Branch:________________________________________________________	Account Number:  ___________________________________________________________
Depository Address (city & state): _____________________________________________________
Depository Telephone Number: _______________________________________________________	Customer Signature:   S________/s/ Wayne Hoovestol___________________

TERMS AND CONDITIONS

Agreement Number: _______________________________

1.  Definitions; Reports:  The words “you” and “your” refer to the DEBTOR, its successors and assigns, as shown on the reverse side or preceding page, as applicable (the “first page”).  The words “we”, “us” and “our” refer to the SECURED PARTY, its successors and assigns, as shown on the first page. You authorize us and our designees to obtain investigative credit reports, regarding you and each guarantor, from a credit bureau or a credit agency and to investigate the references given on any statement or data obtained and to share such reports with others.
2. Acceptance: We agree to lend to you, and you agree to borrow from us, an amount for the purchase of: equipment, items, products, software, services, and other personal property described or referenced on the first page (“Collateral”), for the term shown on the first page (“Initial Term”).  We shall have no obligations hereunder until we accept and sign this Agreement at our offices.  If this Agreement is executed by you and thereafter sent to us by facsimile transmission, then until such time as we have received the Agreement with your manual signature thereon, such facsimile transmission shall constitute, upon acceptance and execution by us in our offices, the original Agreement and chattel paper and shall be admissible for all purposes as the original Agreement.  You agree to promptly forward to us the Agreement with your manual signature thereon and upon receipt by us, the Ag reement with your manual signature thereon shall constitute the chattel paper in lieu of such facsimile transmission.
3.  Security Interest: You hereby grant to us a security interest under the Uniform Commercial Code (“UCC”) in the property described or referenced as Collateral and all accessions and additions thereto and replacements thereof and all proceeds and products of the foregoing (collectively, the "Collateral" and individually an "Item" or "Item of Collateral").  Such security interest is granted to secure payment and performance by you of your obligations hereunder and under any other present or future agreement with us.
4.  Payments: You promise to pay us the payments shown on the first page, in advance, commencing as of the first day of the Initial Term and continuing on the first day of each month in which a payment is due, without need of an invoice; provided, as indicated in the Schedule of Payments, the payments included in the Total Initial Payment shall be paid upon your execution of this Agreement.  We reserve the right to increase the payment shown in the Schedule of Payments by up to 15% or to decrease it without limit to reflect changes in the final amounts paid to the Supplier or amount borrowed.  Any such adjustment shall be reflected on a subsequent invoice to be sent to you within 30 days.We also reserve the right to either insert or correct the Agreement Number, Debtor Name, Debtor Address, Equipment Location and Signature Date.  If the contemplated t ransaction is not consummated, the Total Initial Payment may be retained, by us, as partial compensation for costs and expenses incurred in preparation for the transaction.  On the first day of the Initial Term you agree to pay us accrued interest on the principal amount that has been previously advanced, hereunder, by us at the implicit contract rate for this Agreement.  Your obligation to make payments and pay other amounts hereunder is absolute and unconditional and not subject to abatement, reduction or set-off for any reason whatsoever. If the date on which all payments have been made to the Supplier for the Collateral is the first day of a calendar month, then the Initial Term shall commence on such date; otherwise, the Initial Term shall commence on the first day of the following calendar month; and in each case the Initial Term shall continue for the number of months indicated on the first page. The Deposit shown on the first page shall not bear interest and we may apply the Deposit to cure any default, in which event you will promptly restore the Deposit to its full amount.  After all of the obligations under this Agreement are fully paid and performed, any remaining balance of the Deposit shall be refunded to you.
5. Location: You agree to maintain records showing the location of each item of Collateral.  You shall report such location to us upon our request.  Your failure, to maintain records showing the location of each item of Collateral and/or to report the location of each item of Collateral shall constitute a default.
6. Maintenance; Installation: You are responsible for installing and keeping the Collateral in good working order. You shall not make any alterations, additions or improvements to the Collateral, which detract from its economic value or functional utility.  All additions and improvements made to the Collateral shall be deemed accessions thereto, and shall not be removed if removal would impair the Collateral’s economic value or functional utility.  If the Collateral is damaged or lost, you agree to continue making scheduled payments unless you pay the Casualty Value pursuant to Section 13.
7. Insurance:  You agree to keep the Collateral fully insured against loss until this Agreement is paid in full and to have us named as loss payee. You also agree to obtain a general public liability insurance policy from anyone who is acceptable to us, with minimum limits of $250,000/$500,000 for bodily injury and property damage coverage equal to or greater than the retail replacement value of the collateral,  You agree to provide us with certificates or other evidence of insurance acceptable to us, before the Initial Term begins, and during the term.  If at any time you have failed to deliver to us a valid certificate of insurance reflecting such insurance as being in effect, then we will have the right, but no obligation, to have such insurance protecting us placed for the term of the Agreement at your expense; and if so placed, we will add to your payment and you will pay us our costs of o btaining such insurance and any customary charges or fees of ours or our designee associated with such insurance together with interest thereon at the maximum rate permitted by applicable law.
8. Taxes and Fees: You agree to pay when due or reimburse us for all taxes, fees, fines and penalties relating to use or ownership of the Collateral or to this Agreement, including documentary stamp taxes, now or hereafter imposed, levied or assessed by any federal, state or local government or agency.  If any federal, state, county or local government or agency requires any taxes, charges or fees to be paid in advance, and we pay such taxes, charges or fees, we reserve the right to adjust the payment shown in the Schedule of Payments, to reflect the payment of such taxes, charges or fees.  Any such adjustment shall be reflected on a subsequent invoice to be sent to you within 30 days.
9. Software.  All references to “Equipment” shall include software and/or software licenses.  Notwithstanding any contrary language in the Agreement, Debtor understands that the Supplier shall continue to retain title to the equipment described as computer software or software license.  The Debtor hereby grants to Secured Party a security interest in all of its right, title and interest in and to the Equipment, including the software, as some may be modified, corrected, supplemented or enhanced from time to time.  Secured Party shall have all the rights of a secured creditor under the Uniform Commercial Code (the “UCC”) with respect to the Equipment.  Debtor shall not be permitted to assign its interest hereunder or sublease said License or use of the Equipment to any other person or entity without both Secured Party’s and Supplier’s prior written consent, which may be declined for any reason.  Debtor shall have no right, title or interest in the Equipment or License except as expressly provided herein and in any license agreement with the Supplier.
     Debtor hereby acknowledges receiving a copy of said license agreement, the terms of which are incorporated by reference herein.  Debtor agrees to be bound by the terms and conditions of said License and agrees to indemnify and hold Secured Party harmless from and against all claims, losses, liabilities, damages, judgment, suits and all legal proceedings and expenses in connection therewith, arising out of the possession, use and operation of the Equipment or arising out of Debtor’s breach of the terms of the license agreement.  This indemnity shall be in addition to that provided in the Agreement. 10. Personal Property:  The Collateral will be and shall remain personal property and, if requested by us, you will obtain real property waivers satisfactory to us.  You shall keep the Collateral free from any and all liens and encumbrances.  You shall give us immediate notice of any attachment or other judicial process, liens or encumbrances affecting the Collateral. You hereby authorize us and appoint us as your attorney-in-fact with the power of attorney to file this Agreement and any financing statement(s) or security agreement(s) with respect to the Collateral in any state in the United States. You further authorize us to file this Agreement and such financing statements or security agreements without your signature thereon. If your signature on any financing statement is required by law, you shall execute such supplement al instruments and financing statements we deem to be necessary and advisable and shall otherwise cooperate to defend our title by filing or otherwise.  You also agree to pay us on demand filing, registration and releasing fees prescribed by the UCC or other law.  Any Collateral that is subject to title registration laws shall be titled and registered as directed by us, and we shall maintain physical possession of the title until this Agreement is paid in full.
11. Default; Remedies: If you do not pay when due or if you breach or fail to perform any of your other covenants and promises under this Agreement or any other agreement entered into by you and held or serviced by us or if you declare bankruptcy or insolvency or if you terminate your entity existence or take any actions regarding the cessation or winding up of your business affairs, you will be in default. If you are in default, at our election, we can accelerate and require that you pay, as reasonable liquidated damages for loss of bargain, the “Accelerated Balance”.  The Accelerated Balance will be equal to the total of (i) accrued and unpaid amounts, and (ii) the remaining payments. We can also pursue any of the remedies available to us under the UCC or any other law. In addition, you agree to pay our reasonable attorneys’ fees and actual costs including repossession and collection costs, and all non-sufficient funds charges and similar charges.
12.  Late Charge:  If any part of a payment is late, you agree to pay a late charge equal to the lesser of (a) the greater of 10% of the payment or $25.00 or (b) the maximum amount permitted by applicable law.
13. Assignment; Inspection:  YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN, LEASE OR ENCUMBER THE COLLATERAL OR THIS AGREEMENT.  We may sell, transfer, assign, or encumber this Agreement.  You agree that if we sell, transfer, assign, or encumber this Agreement, the assignee will have the rights and benefits that we assign to the assignee and will not have to perform any of our obligations.  You agree that the rights of the assignee will not be subject to any claims, defenses or set-offs that you may have against us.  We and our agents and representatives shall have the right at any time during regular business hours to inspect the Collateral and for that purpose to have access to the location of the Collateral.
14.  Risk of Loss:  You hereby assume and shall bear the entire risk of loss, theft, damage and destruction of the Collateral from any cause whatsoever and no loss, theft, damage or destruction of the Collateral shall relieve you of the obligation to make scheduled payments or any other obligation under this Agreement, and this Agreement shall remain in full force and effect except as provided below.  You shall promptly notify us in writing of such loss, theft, damage or destruction.  If damage of any kind occurs to any item of Collateral, you, at our option, shall at your expense (a) place the item in good repair, condition or working order, or (b) if the Collateral cannot be repaired or is lost, stolen or suffers a constructive loss under an insurance policy covering the Collateral, pay to us the “Casualty Value.”  The Casualty Value will be equal to the total of (i) accru ed and unpaid amounts, and (ii) the remaining payments discounted to present value using the Federal Funds rate as of the date of payment.
15. Choice of Law; Consent to Jurisdiction; Venue: This Agreement shall be interpreted, and all rights and liabilities of the parties hereto and thereunder shall be determined and governed as to validity, interpretation, enforcement and effect, by the laws of the State of Nebraska.  Without limiting the right of Secured Party to bring any action or proceeding against Debtor in the courts of other jurisdictions, Debtor hereby irrevocably submits to the jurisdiction of any State or Federal court located in Nebraska or in any other state where Secured Party has an office.  Secured Party and Debtor expressly waive any right to a trial by Jury.
16.  Miscellaneous:  During the term of this Agreement, you agree to provide us with all financial statements and copies of federal or state tax returns as we may reasonably request.  If we supply you with labels, you shall label any and all items of Collateral and shall keep the same affixed in a prominent place.  If any provision hereof or any remedy herein provided is found to be invalid under any applicable law, such provision shall be inapplicable and deemed omitted, but the remaining provisions hereof, including remaining default remedies, shall be given effect in accordance with the manifest intent hereof.  You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time. You agree that the terms and conditions indicated above and on the first page are a complete and exclusive statement of our agreement and they may be modified only by written agreement signed by all of the parties hereto and not by course of performance. You agree that the original of this Agreement may be microfilmed or electronically duplicated and a photostatic copy of such microfilm or electronic duplication may be introduced in lieu of the original thereof and without further foundation. Debtor and Guarantor (if any) also agree that a facsimile copy of the Agreement and Guaranty with facsimile signatures may be deemed as an original and will be admissible as evidence of the Agreement and Guaranty.  The parties hereto expressly waive the secondary evidence rule. You acknowledge receipt of a copy of this Agreement.  You agree that this Agreement will be binding upon your successors, assigns, heirs and legal representatives.  You agree that our waiver of any provision hereunder shall not constitute a waiver of any other matter. It is the express intent of the parties not to violate any applicable usury laws or to exceed t he maximum amount of interest permitted to be charged or collected by applicable law, and any such excess payment will be applied to the payments in inverse order of maturity, and any remaining excess will be refunded to you.
__________ (Debtor’s Initial)


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EQUIPMENT LIST

AGREEMENT NUMBER: ___________________

SECURED PARTY: AXIS CAPITAL INC 308 NORTH LOCUST STREET GRAND ISLAND NE  68801	DEBTOR: GREEN PLAINS GRAIN COMPANY LLC 701 N MAIN ST EVERLY IA  51338
EQUIPMENT DESCRIPTION:

Terrigator #19050

1995 1803 Terrigator

1997 Terrigator 1803

1997 Terragator 1803

1998 854 Rogator

1997 Terragator 1803

1998 Terragatpr 8103

2000 Terragator 8103

2000 Terragator 8103

2001 Terragator 8103

Ag Chem Rogator 854

2004 Ag Chem 1264 Rogator

A photocopy or facsimile of this Equipment List will be legally admissible under the “best evidence rule.”  A signed copy of this Equipment List sent by facsimile shall be treated as an original document and shall be admissible as evidence thereof, and all signatures thereon shall be binding as if manual signatures were personally delivered.

AXIS CAPITAL INC	GREEN PLAINS GRAIN COMPANY LLC
By:___Gordon Glade________________	By:  S __ /s/ Wayne Hoovestol
	WAYNE  HOOVESTOL
Title:__CEO_______________________	Title:   PRESIDENT
Date:__March 31, 2008______________	Date: _March 31, 2008______________