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 Nat
