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
