CREDIT AGREEMENT

Loan Agreement

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GREEN PLAINS RENEWABLE ENERGY, INC. | First National Bank of Omaha | Green Plains Grain Company LLC | McGrath North Mullin & Kratz, PC

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Title: CREDIT AGREEMENT
Governing Law: Nebraska Date: 4/9/2008
Industry: Chemical Manufacturing Law Firm: Blackwell Sanders Sector: Basic Materials

CREDIT AGREEMENT, Parties: green plains renewable energy inc. , first national bank of omaha , green plains grain company llc , mcgrath north mullin & kratz pc

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.

Terms Defined

1.2.

Matters of Construction

1.3.

Accounting Principles

SECTION 2.

THE LOANS

2.1.

Description

2.2.

Funding Procedures

2.3.

Interest

2.4.

Payments

2.5.

Use of Proceeds

2.6.

Fees

2.7.

Alternate Rate of Interest

2.8.

Increased Costs

2.9.

Break Funding Payments

2.10.

Taxes.

SECTION 3.

CLOSING AND CONDITIONS PRECEDENT TO ADVANCES

3.1.

Conditions Precedent to Closing

3.2.

Conditions Precedent to Advances

3.3.

Compliance with this Agreement

3.4.

Closing Certificate

3.5.

Closing

3.6.

Non-Waiver of Rights

SECTION 4.

REPRESENTATIONS AND WARRANTIES

4.1.

Organization, Powers, Authorization and Enforceability

4.2.

No Conflicts

4.3.

Financial Condition / Full Disclosure

4.4.

Governmental Approval

4.5.

Pending Litigation

4.6.

Taxes

4.7.

Insurance.

4.8.

Contracts, etc.

4.9.

Compliance with Laws

4.10.

Equity Interests

4.11.

Associations

4.12.

Labor Matters

4.13.

ERISA

4.14.

Debt

4.15.

Title to Property

4.16.

Collateral Locations

4.17.

Location of Bank and Brokerage Accounts

SECTION 5.

BORROWER’S AFFIRMATIVE COVENANTS

5.1.

Financial and Business Information

5.2.

Tax Returns and Reports

5.3.

Material Adverse Effect

5.4.

Litigation / Loss

5.5.

Places of Business; Jurisdiction of Organization; Name

5.6.

Maintenance of Insurance, Financial Records and Legal Existence.

5.7.

Business Conducted

5.8.

Payment of Obligations, Taxes and Claims

5.9.

Financial Covenants

5.10.

Swap Requirement.

5.11.

Maintenance of Property / Inspection

SECTION 6.

BORROWER’S NEGATIVE COVENANTS

6.1.

Debt

6.2.

Liens, Claims and Encumbrances

6.3.

Loans, Advances and Investments

6.4.

Distributions

6.5.

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

6.6.

Change of Control of Parent

6.7.

Transactions With Affiliates

6.8.

Bank and Brokerage Accounts; Deposits

6.9.

Hedging

SECTION 7.

DEFAULT

7.1.

Events of Default

7.2.

Cure

7.3.

Rights and Remedies on Default.

7.4.

Nature of Remedies

7.5.

Set-Off

SECTION 8.

Miscellaneous

8.1.

Governing Law

8.2.

Integrated Agreement

8.3.

Waiver and Indemnity.

8.4.

Time

8.5.

Expenses of Lender

8.6.

Confidentiality

8.7.

Notices.

8.8.

Headings

8.9.

Survival

8.10.

Successors and Assigns.

8.11.

Duplicate Originals

8.12.

Modification

8.13.

Signatories

8.14.

Third Parties

8.15.

Waivers.

8.16.

Consent to Jurisdiction

8.17.

Waiver of Jury Trial

8.18.

Discharge of Taxes, Borrower’s Obligations, Etc.

8.19.

Injunctive Relief

8.20.

Transfers, Participations and Securitizations.

SECTION 9.

Notice - Written Agreements.

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.

“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 Period 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.

“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 been 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.

“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;

(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;

(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)

(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.

“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 filing 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.

“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.

“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.

“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.

“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 which 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.

“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.

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 Loan”). 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 evidenced 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.

(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. Borrower 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.

(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.

(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.

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)

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