ASSET PURCHASE AGREEMENT Dated as of April 19, 2010 by and among GREEN PLAINS GRAIN COMPANY TN LLC, as the Buyer, and UNION CITY GRAIN COMPANY LLC, DYER GIN COMPANY, INC. and THOMAS W. WADE, JR. LIVING TRUST DATED JULY 25, 2002 Collectively as the...Asset Purchase Agreement • April 22nd, 2010 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Nebraska
This ASSET PURCHASE AGREEMENT (herein, together with the Annexes, Schedules and Exhibits attached hereto, referred to as this “Agreement”), dated as of April 19, 2010, by and among GREEN PLAINS GRAIN COMPANY TN LLC, a Delaware limited liability company (the “Buyer”), UNION CITY GRAIN COMPANY LLC, a Tennessee limited liability company, DYER GIN COMPANY, INC., a Tennessee corporation and THOMAS W. WADE, JR. LIVING TRUST DATED JULY 25, 2002 (each a Seller, and collectively the “Seller” or the “Selling Parties”) and Wade Gin Company, LLC (“Wade Gin”), with respect to certain sections as set forth herein (capitalized terms used in this Agreement are defined or otherwise referenced in Schedule 9.02),
SECURITY AGREEMENTSecurity Agreement • April 22nd, 2010 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Nebraska
This Security Agreement (“Agreement”), dated as of April 19, 2010, is between Green Plains Grain Company TN LLC, a Delaware limited liability company (the “Debtor”), and First National Bank of Omaha, a national banking association (the “Secured Party”).
SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTEGreen Plains Renewable Energy, Inc. • April 22nd, 2010 • Industrial organic chemicals
This Revolving Credit Note is issued under and in accordance with the terms of the Second Amended and Restated Credit Agreement dated April 19, 2010 among Borrowers and Lender (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Credit Agreement”), 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 Borrowers 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 of the Credit Agreement.
SECOND AMENDED AND RESTATED TERM LOAN NOTEGreen Plains Renewable Energy, Inc. • April 22nd, 2010 • Industrial organic chemicals
This Term Loan Note is issued under and in accordance with the terms of the Second Amended and Restated Credit Agreement dated April 19, 2010 among Borrowers and Lender (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Credit Agreement”), 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 Borrowers 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 of the Credit Agreement.
POST-CLOSING AGREEMENTPost-Closing Agreement • April 22nd, 2010 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Nebraska
This Post-Closing Agreement (“Agreement”), dated as of April 19, 2010, is between Green Plains Renewable Energy, Inc., an Iowa corporation (“Parent”), Green Plains Grain Company LLC, a Delaware limited liability company (“IA Borrower”), Green Plains Grain Company TN LLC, a Delaware limited liability company (“TN Borrower,” together with IA Borrower, the “Borrowers”), and First National Bank of Omaha, a national banking association (“Lender”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Green Plains Grain Company LLC and Green Plains Grain Company TN LLC as Borrowers with First National Bank of Omaha as Lender dated as of April 19, 2010Credit Agreement • April 22nd, 2010 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Nebraska
This Second Amended and Restated Credit Agreement (as the same may from time to time be amended, restated, modified or otherwise supplemented, this “Agreement”) is dated this day of April, 2010 by and among Green Plains Grain Company LLC, a Delaware limited liability company (“IA Borrower”), Green Plains Grain Company TN, LLC, a Delaware limited liability company (“TN Borrower”, together with IA Borrower and their successors and assigns, each a “Borrower” and collectively, the “Borrowers”), and First National Bank of Omaha, a national banking association (together with its successors and assigns, the “Lender”).
