ASSET TRANSFER AGREEMENT

Exhibit 10.1

ASSET TRANSFER AGREEMENT

dated as of

March 31, 2008

by and between

GREEN PLAINS RENEWABLE ENERGY, INC.

And

GPRE SHENANDOAH LLC

ASSET TRANSFER AGREEMENT

This ASSET TRANSFER AGREEMENT (the “Agreement”) is dated as of March 31, 2008, by and between Green Plains Renewable Energy, Inc (“Transferor”), an Iowa corporation, and GPRE Shenandoah LLC (“Transferee”), a Delaware limited liability company.

RECITALS

WHEREAS, Transferee is a wholly-owned subsidiary of Transferor formed for the purpose of distributing 100% ownership interest in the assets relating to the Shenandoah, Iowa ethanol plant to Transferee (the “Distribution”); and

WHEREAS, in connection with the Distribution, Transferor has authorized the transfer of certain assets, contracts, accounts receivables, real property, personal property, other assets and obligations as further defined below to Transferee (“the Transferred Assets”).

NOW THEREFORE, in consideration of the parties’ respective covenants, representations, warranties, and agreements hereinafter set forth, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1

TRANSFER OF THE ASSETS

1.1

Transfer of Assets and Assumed Liabilities.  On the Closing Date (as defined in Section 1.3), Transferor shall transfer, convey, and assign, upon the terms and subject to the conditions set forth in this Agreement, to Transferee, and Transferee shall receive and assume from Transferor, all the Transferred Assets as set forth in Section 1.2 herein.  To effect the terms of this Agreement, Transferor and Transferee will execute the Bill of Sale, Assignment and Assumption Agreement in the form attached as Schedule 1.1(a), and a deed with respect to the Real Property (as defined below) in the form attached as Schedule 1.1(b).

1.2

Transferred Assets and Assumed Liabilities.  The Transferred Assets consist of all right, title and interest of the Transferor in and to the properties, assets, and rights of every nature, kind and description, tangible and intangible (including good will), whether real, personal or mixed, whether accrued, contingent or otherwise held by the Transferor (collectively, the “Assets”), including without limitation all of the items in the following categories:

(a)

all machinery, equipment, furniture, furnishings, automobiles, trucks, vehicles, tools, dies, molds and part of similar property (including but not limited to, any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other person);

(b)

all inventories or raw materials, works in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (collectively, the “Inventories”), including Inventories held at any location controlled by the Transferor and Inventories previously purchased and in transit to the Transferor;

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(c)

all rights in and to products sold or leased (including, but not limited to, products hereafter returned or repossessed and unpaid Transferors’ rights of rescission, replevin, reclamation and rights to stoppage in transit);

(d)

all of the rights of the Transferor under all contracts, arrangements, licenses, leases or other agreements, including, without limitation, any right to receive payment for products sold or services rendered, and to receive goods and services, pursuant to such agreements and to assert claims and take other rightful actions in respect of breaches, defaults and other violations of such contracts, arrangements, licenses, leases and other agreements and otherwise;

(e)

all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;

(f)

all notes and accounts receivable held by the Transferor and all notes, bonds and other evidence of indebtedness of and to receive payments from any person held by the Transferor;

(g)

all United States and foreign:  (i) patents (including design patents, industrial designs and utility models) and patent applications (including docketed patent disclosures awaiting filing, reissues, divisions, continuations-in-part and extensions), patent disclosures awaiting filing determination, inventions and improvements thereto; (ii) trademarks, service marks, trade names, inventions, trade dress, logos, business and product names, slogans and registration and application for registration thereof; (iii) copyrights (including software) and registrations thereof but excluding the name of the Transferor, which shall be separately licensed to the Transferee; (iv) inventions, processes, designs, formulae, trade secrets, know how, industrial models, confidential and technical information, manufacturing, engineering and technical drawings, product specifications and confidential business information; (v) mask work and other semiconductor chip rights and registration thereof (vi) intellectual property rights similar to any of the foregoing; and (vii) copies and tangible embodiments thereof (in whatever form or medium, including electronic media) (collectively, the “Intellectual Property”) and all rights thereunder or in respect thereof primarily relating to and used or held for use in connection with the business of the Transferor, including but not limited to, rights to sue for and remedies against past, present and future infringements thereof, and the rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof (the “Intellectual Property Assets”);

(h)

all books, records, manuals and other materials (in any form or medium, including, but not limited to, all records and materials maintained at the headquarters of the Transferor, advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, personnel records, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, accounting records, sales and order files and litigation files;

(i)

to the extent their transfer is permitted by law, all governmental approvals, including all applications therefor;

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(j)

all real property (the “Real Property”) and all licenses, permits, approvals and qualifications relating to any Real Property or the ethanol plant issued to the Transferor by any governmental authority;

(k)

all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Transferor with respect to the business or the ownership, use function or value of any Asset, whether arising by way of counterclaim or otherwise; and

(l)

all guarantees, warranties, indemnities and similar rights in favor of Transferor with respect to any Asset.

(m)

and other assets related to the Shenandoah ethanol plant from and after the date of this Agreement, all as further set forth on Schedule 1.2 attached hereto.  In addition, Transferee assumes all liabilities and obligations to provide service related to the Shenandoah ethanol plant’s operations and contracts, all as further set forth on Schedule 1.2 attached hereto (the “Assumed Liabilities”).   

1.3

Closing.  The closing of the transactions contemplated by this Agreement (the “Closing”) shall be held, subject to the satisfaction or waiver by the appropriate parties of the conditions set forth herein, at the offices of Husch Blackwell Sanders LLP, 1620 Dodge St. Suite 2100, Omaha NE 68102, at 10 a.m. local time on March 31, 2008, or at such other time as mutually agreed upon by the parties (the “Closing Date”).

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Transferee hereby represents and warrants to Transferor as of the date hereof and as of the Closing Date as though made at the Closing Date as follows:

2.1

Organization and Qualification.  Transferee is duly incorporated and validly existing as a limited liability company and in good standing under the laws of the State of Delaware and has the requisite corporate power to carry on its business as now conducted.

2.2

Authorization of Transaction.  Transferee has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.  The execution and delivery of this Agreement by Transferee, and the consummation by Transferee of the transactions contemplated hereby, have been duly authorized by the board of directors of Transferee, and no other corporate proceedings on the part of Transferee are necessary to authorize this Agreement and the transactions contemplated hereby.  This Agreement has been duly executed and delivered by Transferee and constitutes a valid and binding obligation of Transferee, enforceable in accordance with its terms except as enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law