Exhibit 10.1

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

This CONTRIBUTION , CONVEYANCE AND ASSUMPTION AGREEMENT , dated as of July 1, 2015 (this “ Agreement ”), is by and among GREEN PLAINS PARTNERS LP , a Delaware limited partnership (the “ Partnership ”), GREEN PLAINS HOLDINGS LLC , a Delaware limited liability company and the general partner of the Partnership (the “ General Partner ”), GREEN PLAINS INC. , an Iowa corporation (“ Green Plains ”), GREEN PLAINS OPERATING COMPANY LLC , a Delaware limited liability company (“ Opco ”), GREEN PLAINS TRUCKING LLC , a Delaware limited liability company (“ Green Plains Trucking ”), and GREEN PLAINS OBION LLC , a Tennessee limited liability company (“ Obion LLC ”) (each, a “ Party ” and collectively, the “ Parties ”).

RECITALS

WHEREAS , the General Partner and Green Plains have caused the formation of the Partnership pursuant to the Delaware Revised Uniform Limited Partnership Act (as amended from time to time, the “ Delaware Partnership Act ”) for the purpose of providing ethanol and fuel storage, transportation and terminal services by owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets and businesses, as well as engaging in any business activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized under the Delaware Partnership Act;

WHEREAS , in order to accomplish the objectives and purposes in the preceding recital, each of the following actions has been taken on or prior to the date hereof:

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WHEREAS , concurrently with the consummation of the transactions contemplated hereby, Opco will enter into a $100 million unsecured revolving credit facility with Bank of America, N.A., as the administrative agent, and several other commercial lending institutions in certain other roles and as lenders and letter of credit issuing banks;

WHEREAS , concurrently with the consummation of the transactions contemplated hereby, each of the matters provided for in Article II will occur in accordance with its respective terms;

WHEREAS , if the Over-Allotment Option (as defined herein) is exercised, each of the matters provided for in Article III will occur in accordance with its respective terms; and

WHEREAS , the stockholders, boards of directors, members or partners of the Parties have taken or caused to be taken all corporate, limited liability company and partnership action, as the case may be, required to approve the transactions contemplated by this Agreement.

NOW, THEREFORE , in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms below:

“ Affiliate ” has the meaning assigned to it in the Partnership Agreement.

“ Closing Date ” means the date on which the closing of the Initial Public Offering occurs.

“ Common Unit ” has the meaning assigned to it in the Partnership Agreement.

“ Deferred Issuance ” has the meaning assigned to it in the Partnership Agreement.

“ Effective Time ” means immediately prior to the closing of the Initial Public Offering.

“ General Partner Interest ” has the meaning assigned to it in the Partnership Agreement.

“ Green Plains Entities ” means Green Plains and each of its Affiliates (other than the Partnership Group).

“ Incentive Distribution Right ” has the meaning assigned to it in the Partnership Agreement.

“ Initial Public Offering ” means the purchase and sale of Common Units to the Underwriters pursuant to the Underwriting Agreement.

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“ Offering ” means the initial public offering of the Partnership’s Common Units pursuant to the Registration Statement.

“ Omnibus Agreement ” means that certain Omnibus Agreement, dated as of the Closing Date, by and among Green Plains, the Partnership, the General Partner and Opco.

“ Option Period ” means the period from the Closing Date to the date that is thirty days after the Closing Date.

“ Original Partnership Agreement ” means that certain Agreement of Limited Partnership of the Partnership, dated as of March 2, 2015.

“ Over-Allotment Option ” has the meaning assigned to it in the Partnership Agreement.

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the Closing Date.

“ Partnership Group ” has the meaning assigned to it in the Partnership Agreement.

“ Registration Statement ” means the Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (Registration No. 333-204279), as amended.

“ Subordinated Unit ” has the meaning assigned to it in the Partnership Agreement.

“ Underwriters ” means the members of the underwriting syndicate listed in the Underwriting Agreement.

“ Underwriting Agreement ” means the firm commitment underwriting agreement entered into by and among the Partnership, the underwriters named in the Registration Statement with respect to the Offering and the other parties thereto.

ARTICLE II

CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

Each of the following transactions set forth in Sections 2.1 through 2.4 shall be completed as of the Effective Time in the order set forth herein:

2.1 Execution of the Partnership Agreement . The General Partner, as the general partner, and Green Plains, as the organizational limited partner, shall amend and restate the Original Partnership Agreement by executing the Partnership Agreement in substantially the form included in Appendix A to the Registration Statement, with such changes as the General Partner and Green Plains may agree.

2.2 Contribution of the Opco Interest to the General Partner . Green Plains hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the General Partner a portion of its limited liability company interests in Opco with a value equal to 2% of the equity value of the Partnership immediately after giving effect to the Offering (the “ Opco Interest ”), and the General Partner hereby accepts such Opco Interest as a capital contribution from Green

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Plains. Notwithstanding any provision of the limited liability company agreement of Opco (the “ Opco LLC Agreement ”) to the contrary, the General Partner is hereby admitted to Opco as a member of Opco holding the Opco Interest and hereby agrees that it is bound by the Opco LLC Agreement. Green Plains hereby continues as a member of Opco with respect to the portion of its limited liability company interests in Opco not transferred to the General Partner.

2.3 Contribution of the Opco Interest to the Partnership . The General Partner hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership the Opco Interest, and the Partnership hereby accepts such Opco Interest in exchange for (a) a continuation of the General Partner’s 2% general partner interest in the Partnership and (b) the issuance to the General Partner of all of the Incentive Distribution Rights, and the Partnership hereby accepts such Opco Interest. Notwithstanding any provision of the Opco LLC Agreement to the contrary, the Partnership is hereby admitted to Opco as a member of Opco and hereby agrees that it is bound by the Opco LLC Agreement. Immediately following such contribution of the Opco Interest, Green Plains shall and does hereby continue as a member of Opco, and the General Partner shall and does hereby cease to be a member of Opco and shall thereupon cease to have or exercise any right or power as a member of Opco, and Opco is hereby continued without dissolution.

2.4 Contribution of Additional Interests to the Partnership .

(a) Green Plains hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership its remaining portion of its limited liability company interests in Opco with a value equal to 98% of the equity value of the Partnership immediately after giving effect to the Offering (the “ Opco Remaining Interest ”), and the Partnership hereby accepts such Opco Remaining Interest as a contribution from Green Plains in exchange for (i) 3,629,982 Common Units representing a 11.2% limited partner interest in the Partnership, and (ii) 13,139,822 Subordinated Units representing a 40.5% limited partner interest in the Partnership. Notwithstanding any provision of the Opco LLC Agreement to the contrary, the Partnership continues as a member of Opco holding the Opco Interest and the Opco Remaining Interest. Immediately following such contribution of the Opco Remaining Interest, Green Plains shall and does hereby cease to be a member of Opco and shall thereupon cease to have or exercise any right or power as a member of Opco, and Opco is hereby continued without dissolution. The Parties acknowledge and agree that, pursuant to and subject to the terms and conditions of the Omnibus Agreement, and in consideration of the Partnership’s issuance of Common Units and Subordinated Units to Green Plains under this Section 2.4(a) , Green Plains has granted to the Partnership Group a nontransferable, nonexclusive, royalty-free right and license to use the name “Green Plains” (the “ Name ”) and any other trademarks owned by Green Plains that contain the Name or the name “Green Plains Partners”;

(b) Obion LLC hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership its portion of the Storage Interests, and the Partnership hereby accepts such Storage Interests as a contribution from Obion LLC in exchange for (i) 649,705 Common Units representing a 2.0% limited partner interest in the Partnership, and (ii) 2,351,806 Subordinated Units representing a 7.3% limited partner interest in the Partnership. Notwithstanding any provision of the limited liability company agreement of Storage (the “ Storage LLC Agreement ”) to the contrary, the Partnership is hereby admitted to Storage as a

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member of Storage and hereby agrees that it is bound by the Storage LLC Agreement. Immediately following such contribution of Storage Interests Obion LLC shall and does hereby cease to be a member of Storage and shall thereupon cease to have or exercise any right or power as a member of Storage, and Storage is hereby continued without dissolution. Opco hereby continues as a member of Storage with respect to its portion of the Storage Interests not transferred to the Partnership;

(c) Green Plains Trucking hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership all of the limited liability company interests in Green Plains Trucking II (the “ Trucking II Interest ”), and the Partnership hereby accepts such Trucking II Interest as a contribution from Green Plains Trucking in exchange for (i) 109,955 Common Units representing a 0.3% limited partner interest in the Partnership, and (ii) 398,014 Subordinated Units representing a 1.2% limited partner interest in the Partnership. Notwithstanding any provision of the limited liability company agreement of Green Plains Trucking II (the “ Trucking II LLC Agreement ”) to the contrary, the Partnership is hereby admitted to Green Plains Trucking II as a member of Green Plains Trucking II holding the Trucking II Interest and hereby agrees that it is bound by the Trucking II LLC Agreement. Immediately following such contribution of the Trucking II Interest, Green Plains Trucking shall and does hereby cease to be a member of Green Plains Trucking II and shall thereupon cease to have or exercise any right or power as a member of Green Plains Trucking II, and Green Plains Trucking II is hereby continued without dissolution;

Each of the following transactions set forth in Sections 2.5  through 2.8  shall be completed as of the Closing Time, and in any event only after completion of the transactions set forth in  Sections 2.1  through  2.4 , in the order set forth herein:

2.5 Public Cash Contribution . The Parties acknowledge that, in connection with the Offering, public investors, through the Underwriters, shall make a capital contribution to the Partnership of $150 million in cash in exchange for 10,000,000 Common Units (the “ Firm Units ”) representing a 30.8% limited partner interest in the Partnership (such percentage assuming the Underwriters do not exercise the Over-Allotment Option), and new limited partners are being admitted to the Partnership in connection therewith.

2.6 Payment of Transaction Expenses and Contribution of Proceeds by the Partnership . The Parties acknowledge (a) the payment by the Partnership, in connection with the closing of the Offering, of estimated transaction expenses of approximately $3.1 million, excluding underwriting discounts of $9,187,500 in the aggregate but including a structuring fee of 0.500% of the gross proceeds of the Offering payable to certain of the Underwriters (the “ Structuring Fee ”), (b) the distribution by the Partnership to Green Plains of $134.3 million, $6,602,107 of which is reimbursement for certain capital expenditures made by Green Plains during the two-year period prior to the contribution of the Opco Remaining Interest to the Partnership and, if applicable, when available, the net proceeds from the exercise of the Underwriters’ Over-Allotment Option, and (c) the retention by the Partnership of $1.6 million for general partnership purposes.

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2.7 Contribution of Interests to Opco .

(a) The Partnership hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Opco the Storage Interests held by the Partnership, and Opco hereby accepts such Storage Interest as a contribution from the Partnership. Immediately following such contribution of the Partnership’s Storage Interests, Opco shall and does hereby continue as the sole member of Storage, and the Partnership shall and does hereby cease to be a member of Storage and shall thereupon cease to have or exercise any right or power as a member of Storage, and Storage is hereby continued without dissolution; and

(b) The Partnership hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Opco the Trucking II Interest, and Opco hereby accepts such Trucking II Interest as a contribution from the Partnership. Notwithstanding any provision of the Trucking II LLC Agreement to the contrary, Opco is hereby admitted to Green Plains Trucking II as a member of Green Plains Trucking II holding the Trucking II Interest and hereby agrees that it is bound by the Trucking II LLC Agreement. Immediately following such contribution of the Trucking II Interest, Opco shall and does hereby continue as the sole member of Green Plains Trucking II, and the Partnership shall and does hereby cease to be a member of Green Plains Trucking II and shall thereupon cease to have or exercise any right or power as a member of Green Plains Trucking II, and Green Plains Trucking II is hereby continued without dissolution.

2 . 8 Redemption of the Initial LP Interest from the Partnership and Return of Initial Capital Contribution . The Partnership hereby redeems the Initial LP Interest held by Green Plains and hereby refunds and distributes to Green Plains the initial contribution, in the amount of $980, made by Green Plains in connection with the formation of the Partnership, along with any interest or other profit that resulted from the investment or other use of such initial contribution.

ARTICLE III

EXERCISE OF OVER-ALLOTMENT OPTION

If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for up to an additional 1,500,000 Common Units representing an aggregate 4.7% limited partner interest in the Partnership (the “ Option Units ”) at the Offering price per Common Unit set forth in the Registration Statement, net of underwriting discounts and the Structuring Fee. Upon any exercise of the Over-Allotment Option, the Partnership will distribute to Green Plains its portion of any net cash proceeds from the sale of such Option Units. Upon the expiration of the Option Period, any Option Units not purchased by the Underwriters pursuant to the Underwriting Agreement will be issued as a Deferred Issuance to Green Plains as part of the contribution transactions described in Section 2.4(a) .

ARTICLE IV

FURTHER ASSURANCES

From time to time after the date hereof, and without any further consideration, each of the Parties shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other acts and things, all in accordance with applicable law, as

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may be necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement. Without limiting the generality of the foregoing, the Parties acknowledge that the Parties have used their good faith efforts to identify all of the assets being contributed to the Partnership Group as required in connection with this Agreement. However, due to the age of some of the assets and the difficulties in locating appropriate data with respect to some of the assets, it is possible that assets intended to be contributed ultimately to the Partnership Group were not identified and therefore are not included in the assets contributed to the Partnership Group as of the Effective Time. It is the express intent of the Parties that the Partnership Group own all assets necessary to operate the assets that are identified in this Agreement and in the Registration Statement. To the extent that any assets were not identified but are necessary to the operation of the assets that are so identified in this Agreement and in the Registration Statement, then the intent of the Parties is that all such unidentified assets are intended to be conveyed to the Partnership Group pursuant to this Agreement. If any such assets are identified at a later date, the Parties shall take all appropriate action required in order to convey such assets to the Partnership or any applicable member of the Partnership Group. Further, to the extent that any assets that are conveyed to the Partnership Group hereunder are later identified by the Parties as assets that the Parties did not intend to convey to the Partnership Group as reflected in the Registration Statement, the Parties shall take all appropriate action required to convey such assets to the appropriate Green Plains Entity.

Without limiting any liabilities of the Green Plains Entities or other remedies of the Partnership Group applicable under this Agreement or any other agreements, if and to the extent that the valid, complete and perfected transfer or assignment of any assets by any Green Plains Entity to any member of the Partnership Group or the acquisition of any assets from any Green Plains Entity by any member of the Partnership Group would be a violation of applicable law or require any additional consents, approvals or notifications in connection with the transfer of such assets by any Green Plains Entity to any member of the Partnership Group that have not been obtained or made by the Effective Time, then, unless the Parties shall otherwise mutually determine, the transfer or assignment of such assets to such member of the Partnership Group or the assumption of such assets by such member of the Partnership Group, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such consents, approvals and notifications have been obtained or made. Notwithstanding the foregoing, in such event the Green Plains Entities shall (a) hold such assets in trust for the benefit of the Partnership Group, (b) not transfer or assign such assets, in whole or in part, other than with the prior consent of the Partnership, and (c) use their respective reasonable best efforts to assure that each member of the Partnership Group receives all of the benefits of the assets attempted to have been transferred to such member until such time as the attempted transfer is complete, and each member of the Partnership Group shall bear all costs associated with such assets (except costs associated with the attempted transfer or perfecting such transfer, and subject to offset of any benefits of the assets not received by the Partnership Group against associated costs incurred by the Company Group) as if the transfer had been valid and complete.

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ARTICLE V

ORDER OF COMPLETION AND EFFECTIVENESS OF TRANSACTIONS; LIMITATIONS

5.1 Order of Completion of Transactions . The transactions provided for in Article II shall be completed in the order and at the times set forth in Article II . Following the completion of the transactions set forth in Article II , the transactions provided for in Article III , if they occur, shall be completed.

5.2 Effectiveness of Transactions . Notwithstanding anything contained in this Agreement to the contrary, none of the provisions of Article II or Article III shall be operative or have any effect until at least the Effective Time, at which respective time all such applicable provisions shall be effective and operative in accordance with Section 5.1 without further action by any Party.

5.3 Limitations . Distributions and redemption payments made or to be made hereunder shall be subject to the Delaware Partnership Act and the Delaware LLC Act, as applicable, notwithstanding any other provision of this Agreement.

ARTICLE VI

MISCELLANEOUS

6.1 Costs . Except for the transaction expenses set forth in Section 2.6 , Opco shall pay all expenses, fees and costs, including, but not limited to, all sales, use and similar taxes arising out of the contributions, distributions, conveyances and deliveries to be made under Article II and shall pay all documentary, filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith. In addition, Opco shall be responsible for all costs, liabilities and expenses (including court costs and reasonable attorneys’ fees) incurred in connection with the implementation of any conveyance or delivery pursuant to Article VI (to the extent related to any of the contributions, distributions, conveyances and deliveries to be made under Article II ).

6.2 Headings; References; Interpretation . All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to” or other words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

6.3 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

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6.4 No Third Party Rights . The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

6.5 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

6.6 Applicable Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. EACH OF THE PARTIES HERETO AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 Del. C. § 2708. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES (i) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE, AND (ii) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER PARTIES OF THE NAME AND ADDRESS OF SUCH AGENT.

6.7 Severability . If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

6.8 Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement. Notwithstanding anything in the foregoing to the contrary, any amendment executed by the Partnership or any of its subsidiaries shall not be effective unless and until the execution of such amendment has been approved by the conflicts committee of the General Partner’s board of directors.

6.9 Integration . This Agreement and the instruments referenced herein and in the exhibits attached hereto supersede all previous understandings or agreements among the parties, whether oral or written, with respect to the subject matter of this Agreement and such instruments. This Agreement and such instruments contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. There are no unwritten oral agreements between the parties. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or from part of this Agreement unless it is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement.

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6.10 Deed; Bill of Sale; Assignment . To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

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IN WITNESS WHEREOF , the Parties to this Agreement have caused it to be duly executed as of the date first above written.

Exhibit 10.2

OMNIBUS AGREEMENT

This Omnibus Agreement (“ Agreement ”) is entered into on, and effective as of, the Closing Date (as defined herein) by and among Green Plains Inc., an Iowa corporation (“ Green Plains ”), Green Plains Partners LP, a Delaware limited partnership (the “ Partnership ”), Green Plains Holdings LLC, a Delaware limited liability company (the “ General Partner ”), and Green Plains Operating Company LLC, a Delaware limited liability company (the “ Operating Company ”).

RECITALS

1. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article II , with respect to certain indemnification obligations of the Parties to each other.

2. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article III , with respect to the amount to be paid by the Partnership for certain general and administrative services to be performed by Green Plains and its Affiliates (including the General Partner, but excluding the Partnership Group) for and on behalf of the Partnership Group and with respect to the reimbursement of expenses incurred by Green Plains and such Affiliates on behalf of the Partnership Group.

3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article IV , with respect to certain business opportunities that Green Plains Group will not engage in for so long as the Partnership is an Affiliate of Green Plains.

4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V , with respect to the Partnership’s right of first offer with respect to the ROFO Assets.

5. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article VI , with respect to the granting of certain licenses between the Parties.

6. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article VII , with respect to the allocation among Green Plains and the Partnership Group of all responsibilities, liabilities and benefits relating to any Tax for which a Combined Return is filed for a taxable period including or beginning on or after the Closing Date and certain other matters.

In consideration of the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLE I

Definitions

1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Accounting Referee ” is defined in Section 7.5 .

“ Affiliate ” is defined in the Partnership Agreement.

“ Affirmative Election Response ” is defined in Section 4.3(a) .

“ Agreement ” means this Omnibus Agreement, as it may be amended, modified, supplemented or restated from time to time in accordance with the terms hereof.

“ Assets ” means (a) those certain twenty-seven product storage tanks and related transloading and logistical assets for the holding and transloading of ethanol produced from Green Plains’ existing ethanol plants prior to shipment, (b) those certain eight fuel terminaling facilities and (c) an existing railcar fleet of approximately 2,200 leased tank cars, in each case together with all related assets, or portions thereof, conveyed, contributed or otherwise transferred or intended to be conveyed, contributed or otherwise transferred pursuant to the Contribution Agreement to any Group Member, or owned by, leased by or necessary for the operation of the business, properties or assets of any Group Member as of the Closing Date.

“ Business Opportunity Response ” is defined in Section 4.3(a) .

“ Closing Date ” means July 1, 2015.

“ Code ” means the Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect for the taxable period in question.

“ Combined Group ” means a group of corporations or other entities that files a Combined Return.

“ Combined Return ” means any Tax Return (other than a Tax Return for federal income taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis that includes activities of any member of the Green Plains Group and any member of the Partnership Group.

“ Confidential Information ” means any proprietary or confidential information that is competitively sensitive material or otherwise of value to a Party or its Affiliates and not generally known to the public, including trade secrets, scientific or technical information, design, invention, process, procedure, formula, improvements, product planning information, marketing strategies, financial information, information regarding operations, consumer and/or customer relationships, consumer and/or customer identities and profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Party or its Affiliates and the consumers, customers, clients and suppliers of any of the

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foregoing. Confidential Information includes such information as may be contained in or embodied by documents, substances, engineering and laboratory notebooks, reports, data, specifications, computer source code and object code, flow charts, databases, drawings, pilot plants or demonstration or operating facilities, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of the foregoing; provided , however , that Confidential Information does not include information that a Receiving Party can show (a) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (b) has been furnished or made known to the Receiving Party without any obligation to keep it confidential by a third party under circumstances which are not known to the Receiving Party to involve a breach of the third party’s obligations to a Party or (c) was developed independently of information furnished or made available to the Receiving Party as contemplated under this Agreement.

“ Contribution Agreement ” means that certain Contribution, Conveyance and Assumption Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Company, Green Plains, Green Plains Trucking LLC and Green Plains Obion LLC, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

“ Covered Environmental Losses ” is defined in Section 2.1(a) .

“ Disclosing Party ” is defined in Section 8.1(a) .

“ Election Response Deadline ” is defined in Section 4.3(b) .

“ Environmental Deductible ” is defined in Section 2.5(a) .

“ Environmental Laws ” means all federal, state and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereinafter in effect relating to (a) pollution or protection of human health, natural resources, wildlife and the environment or workplace health or safety, including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq. , the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. §§6901 et seq. , the Clean Air Act, as amended, 42 U.S.C. §§7401 et seq. , the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§1251 et seq. , the Toxic Substances Control Act, as amended, 15 U.S.C. §§2601 et seq. , the Oil Pollution Act of 1990, 33 U.S.C. §§2701 et seq. , the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§300f et seq. , the Hazardous Materials Transportation Act of 1994, as amended, 49 U.S.C. §§5101 et seq. , and other environmental conservation and protection laws and the Occupational Safety and Health Act of 1970, 29 U.S.C. §§651 et seq. , and the regulations promulgated pursuant thereto, and any state or local counterparts, each as amended from time to time and (b) the generation, manufacture, processing, distribution, use, treatment, storage, transport or handling of any Hazardous Substances.

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“ Environmental Permit ” means any permit, approval, identification number, license, registration, certification, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law, including applications for renewal of such permits in which the application allows for continued operation under the terms of an expired permit.

“ Final Determination ” means the final resolution of any Tax (or other matter) for a taxable period, including related interest or penalties, that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, including (a) by the expiration of a statute of limitations or a period for the filing of claims for refunds, amending Tax Returns, appealing from adverse determinations or recovering any refund (including by offset), (b) by a decision, judgment, decree or other order by a court of competent jurisdiction, which has become final and non-appealable, (c) by a closing agreement, an accepted offer in compromise or a comparable agreement under laws of the particular Tax Authority, (d) by execution of a form under the laws of a Tax Authority that is comparable to an Internal Revenue Service Form 870 or 870-AD (or any successor forms thereto) (excluding, however, with respect to a particular Tax Item for a particular taxable period any such form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund and/or the right of the Tax Authority to assert a further deficiency with respect to such Tax Item for such period) or (e) by any allowance of a refund or credit, but only after the expiration of all periods during which such refund may be adjusted.

“G&A Services” is defined in Section 3.1 .

“ General Partner ” is defined in the introductory paragraph of this Agreement.

“ Governmental Authority ” means any federal, state, tribal, foreign or local governmental entity, authority, department, court or agency, including any political subdivision thereof, exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, and including any arbitrating body, commission or quasi-governmental authority or self-regulating organization of competent authority exercising or enlisted to exercise similar power or authority.

“ Green Plains ” is defined in the introductory paragraph of this Agreement.

“ Green Plains Entity ” means Green Plains and any Person controlled, directly or indirectly, Green Plains (other than a Group Member). For purposes of this definition, “ controlled ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“ Green Plains License ” is defined in Section 6.1 .

“ Green Plains Marks ” is defined in Section 6.1 .

“ Green Plains Group ” means Green Plains and each of its Subsidiaries (other than a Group Member).

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“ Group Member ” is defined in the Partnership Agreement.

“ Hazardous Substance ” means (a) any substance, whether solid, liquid, gaseous, semi-solid, or any combination thereof, that is designated, defined or classified as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including, without limitation, any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, and including asbestos and lead-containing paints or coatings, radioactive materials, polychlorinated biphenyls and greenhouse gases and (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, biofuels and other refined petroleum hydrocarbons.

“ Identification Deadline ” means the fifth anniversary of the Closing Date.

“ Indemnified Party ” means the Party entitled to indemnification in accordance with Article II .

“ Indemnifying Party ” means the Party from whom indemnification may be sought in accordance with Article II .

“ Limited Partner ” is defined in the Partnership Agreement.

“ Losses ” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent.

“ Mediation Notice ” is defined in Section 8.2(b) .

“Offer ” is defined in Section 4.3(a) .

“ Offer Evaluation Period ” is defined in Section 4.3(a) .

“ Operating Company ” is defined in the introductory paragraph of this Agreement.

“ Operational Services and Secondment Agreement ” means that certain Operational Services and Secondment Agreement, dated as of the Closing Date, between Green Plains and the General Partner.

“ Partnership ” is defined in the introductory paragraph of this Agreement.

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of Green Plains Partners LP, dated as of the Closing Date, as such Partnership Agreement is in effect as of the Closing Date.

“ Partnership Change of Control ” means Green Plains ceases to control, directly or indirectly, the general partner of the Partnership. For purposes of this definition, “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the general partner of the Partnership, whether through ownership of voting securities, by contract or otherwise.

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“ Partnership Group ” is defined in the Partnership Agreement.

“ Partnership Group Combined Tax Liability ” means, with respect to any Tax, the Partnership Group’s liability for such Tax owed with respect to a Combined Return for a taxable period, as determined under Section 7.2(b) .

“ Partnership Group Deposit ” is defined in Section 7.2(d) .

“ Partnership Group Pro Forma Combined Return ” means a pro forma Combined Return or other schedule prepared pursuant to Section 7.2 .

“ Party ” means a signatory to this Agreement.

“ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, Governmental Authority or other entity.

“ Proposed Transaction ” is defined in Section 5.2(a) .

“ Receiving Party ” is defined in Section 8.1(a) .

“ Registration Statement ” means the Registration Statement on Form S-1 filed by the Partnership with the United States Securities and Exchange Commission (Registration No. 333-204279), as amended.

“ Representative ” is defined in Section 8.1(a) .

“ Restricted Activities ” is defined in Section 4.1 .

“ Restricted Assets ” is defined in Section 4.2(b) .

“ Retained Assets ” means any assets, or portions thereof, owned by any of the Green Plains Group that were not directly or indirectly conveyed, contributed or otherwise transferred to the Partnership Group pursuant to the Contribution Agreement or the other documents referenced in the Contribution Agreement.

“ ROFO Asset ” means (i) any right, title or interest in any ethanol storage and any ethanol terminal assets that any Green Plains Entity may acquire or construct in the United States during the ROFO Period, including any product storage tanks and related transloading and logistical assets for the holding and transloading of ethanol; (ii) any right, title or interest in any fuel storage or terminal facilities that any Green Plains Entity may acquire or construct in the United States during the ROFO Period; and (iii) any right, title or interest in any ethanol transportation or fuel transportation assets that any Green Plains Entity currently owns or may acquire in the United States during the ROFO Period.

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“ ROFO Notice ” is defined in Section 5.2(a) .

“ ROFO Period ” is defined in Section 5.1(a) .

“ ROFO Response ” is defined in Section 5.2(a) .

“ ROFO Response Deadline ” is defined in Section 5.2(a) .

“ Subject Assets ” is defined in Section 4.2(c) .

“ Tax ” or “ Taxes ” means all forms of taxation, whenever created or imposed, and whether imposed by a domestic, local, municipal, governmental, state, federation or other body, but excluding taxes imposed by the United States, and without limiting the generality of the foregoing, shall include net income, alternative or add-on minimum, gross income, sales, use, ad valorem, gross receipts, value added, franchise, profits, license, transfer, recording, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profit, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any related interest, penalties or other additions to tax, or additional amounts imposed by any such Tax Authority.

“ Tax Attribute ” means a Tax Item of a member of the Partnership Group reflected on a Combined Return that is comparable to one or more of the following attributes with respect to a federal income tax consolidated tax return: a net operating loss, a net capital loss, an unused investment credit, an unused foreign tax credit, an excess charitable contribution, a U.S. federal minimum tax credit or a U.S. federal general business credit (but not tax basis or earnings and profits).

“ Tax Authority ” means a domestic Governmental Authority (other than the United States) or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (excluding the U.S. Internal Revenue Service).

“ Tax Controversy ” means any audit, examination, dispute, suit, action, litigation or other judicial or administrative proceeding initiated by Green Plains, the General Partner or the Partnership or any Tax Authority.

“ Tax Item ” means any item of income, gain, loss, deduction or credit, or other item reflected on a Tax Return or any Tax Attribute.

“ Tax Party ” means each member of the Green Plains Group and each Group Member.

“ Tax Return ” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended Tax Return, claim for refund or declaration of estimated tax) required to be supplied to, or filed with, a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

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“ Transfer ” including the correlative term “ Transferred ” means any direct or indirect transfer, assignment, lease, sale, conveyance or any other disposition (whether voluntary, involuntary or by operation of law or otherwise or whether in one or a series of transactions) of any assets, property or rights.

“ Treasury Regulations ” means the United States Treasury regulations promulgated under the Code.

1.2 Rules of Construction . Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions:

(a) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(b) The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(c) A reference to any Party or Tax Party to this Agreement or another agreement or document includes such party’s successors and assigns.

(d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection and schedule references are to this Agreement unless otherwise specified.

(e) The words “including,” “include,” “includes” and all variations thereof shall mean “including without limitation.”

(f) The word “or” shall have the inclusive meaning represented by the phrase “and/or.”

(g) The words “shall” and “will” have equal force and effect.

(h) The schedules identified in this Agreement are incorporated herein by reference and made a part of this Agreement.

(i) References to “$” or to “dollars” shall mean the lawful currency of the United States of America.

(j) Any term used but not capitalized in Article VII that is defined in the Code or the Treasury Regulations thereunder or, where relevant, in applicable state or local statutes or regulations shall, to the extent required by the context of the provision at issue, have the meaning assigned to it in the Code, Treasury Regulations or such state or local statute or regulation.

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ARTICLE II

Indemnification

2.1 Environmental Indemnification .

(a) Green Plains shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member, directly or indirectly (including as a result of any claim by a third party), by reason of or arising out of:

(i) any violation of Environmental Laws associated with or arising from the ownership or operation of the Assets prior to the Closing Date;

(ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets as in effect prior to the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and

(iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date;

provided , however , that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii) , Green Plains will be obligated to indemnify such Group Member only to the extent that Green Plains is notified in writing of such violation or environmental event, condition or matter prior to the Identification Deadline. For the avoidance of doubt, Green Plains shall have no indemnification obligations under Sections 2.1(a)(i) and 2.1(a)(ii) with respect to any claims based on additions to or modifications of Environmental Laws enacted or promulgated after the Closing Date. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “ Covered Environmental Losses .”

(b) The Partnership shall indemnify, defend and hold harmless Green Plains from and against any Losses suffered or incurred by any member of the Green Plains Group, directly or indirectly (including as a result of any claim by a third party), by reason of or arising out of:

(i) any violation of Environmental Laws associated with or arising from the ownership or operation of the Assets occurring on or after the Closing Date; and

(ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets occurring on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair,

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restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work;

to the extent that any of the foregoing matters under Section 2.1(b)(i) or 2.1(b)(ii) do not constitute Covered Environmental Losses (without giving effect to the Environmental Deductible).

2.2 Right-of-Way Indemnification . Green Plains shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member by reason of or arising out of (a) the failure of such Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any of the Assets conveyed or contributed to such Group Member on the Closing Date is located as of the Closing Date, and such failure renders such Group Member liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of immediately prior to the Closing Date as described in the Registration Statement; (b) the failure of such Group Member to have the consents, licenses and permits necessary to allow (i) any pipeline included in the Assets to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date, (ii) any activity permitted by Non-Exclusive Licenses for Use of Track and Property, each dated as of the Closing Date, each of between a Green Plains Entity and a Group Member, as of the Closing Date, or (iii) the transfer of any of the Assets to the Partnership Group, in each case, where such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of immediately prior to the Closing Date as described in the Registration Statement and (c) the cost of curing any condition set forth in Section 2.2(a) or (b)  that does not allow any Asset to be operated in accordance with prudent industry practice, in each case to the extent that Green Plains is notified in writing of any of the foregoing prior to the Identification Deadline.

2.3 Additional Indemnification .

(a) In addition to and not in limitation of the indemnification provided under Section 2.1(a) and Section 2.2 , to the fullest extent permitted by law, Green Plains shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member by reason of or arising out of:

(i) (A) the consummation of the transactions contemplated by the Contribution Agreement or (B) events and conditions associated with the ownership or operation of the Assets and to the extent occurring before the Closing Date (other than Covered Environmental Losses which are provided for under Section 2.1 ), to the extent that Green Plains is notified in writing of any such Loss prior to the Identification Deadline;

(ii) events and conditions associated with the Retained Assets, whether occurring before, on or after the Closing Date;

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(iii) all federal, state and local Tax liabilities attributable to the ownership or operation of the Assets on or prior to the Closing Date, including under Treasury Regulation Section 1.1502-6, as it may be amended (or any similar provision of state or local law), and any such tax liabilities that may result from the consummation of the formation transactions for the Partnership Group and the General Partner occurring prior to the Closing Date or from the consummation of the transactions contemplated by the Contribution Agreement; and

(iv) the failure of any Group Member to have on the Closing Date any consent, license, permit or approval necessary to allow such Group Member to own or operate the Assets in substantially the same manner that the Assets were owned or operated immediately prior to the Closing Date as described in the Registration Statement.

(b) The Partnership shall indemnify, defend and hold harmless Green Plains from and against any Losses suffered or incurred by any member of the Green Plains Group by reason of or arising out of events and conditions to the extent associated with the ownership or operation of the Assets and to the extent occurring after the Closing Date (other than Covered Environmental Losses which are provided for under Section 2.1(a) and Losses for which the Partnership is indemnifying Green Plains under Section 2.1(b) ), unless such indemnification would not be permitted by any Group Member under the Partnership Agreement.

2.4 Indemnification Procedures .

(a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article II , it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim.

(b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article II , including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided , however , that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full and unconditional release of the Indemnified Party from such claim; provided, further , that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld.

(c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to all aspects of the defense of and pursuit of any counterclaims relating to any claims covered by the indemnification under this Article II , including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense and counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such

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defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided , however , that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.4 . The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article II ; provided , however , that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder.

(d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons.

2.5 Limitations Regarding Indemnification .

(a) With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, Green Plains shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the total aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $100,000 (the “ Environmental Deductible ”), at which time Green Plains shall be obligated to indemnify the Partnership Group for the amount of such Covered Environmental Losses in excess of the Environmental Deductible.

(b) For the avoidance of doubt, there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.5(a) , and there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article II .

(c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.

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ARTICLE III

Provision of General and Administrative Services; Reimbursement

3.1 Agreement to Provide Services . Until such time as this Agreement is terminated as provided in Section 8.5 , Green Plains hereby agrees to provide, or cause one or more of its Affiliates to provide, to the Partnership Group the general and administrative services that Green Plains has traditionally provided in connection with the ownership and operation of the Assets, which include, but are not limited to, the services set forth on Schedule A (the “ G&A Services ”). The G&A Services shall be consistent in nature and quality to the services of such type previously provided by Green Plains in connection with the Assets prior to the Closing Date. Green Plains may subcontract with Affiliates or third parties for the provision of such G&A Services to the General Partner. The Partnership may terminate any specific G&A Service upon thirty (30) days’ prior written notice to Green Plains.

3.2 Reimbursement and Allocation .

(a) Subject to and in accordance with the terms and provisions of this Article III and such reasonable allocation and other procedures as may be agreed upon by Green Plains and the General Partner from time to time, the Partnership hereby agrees to reimburse Green Plains for all reasonable direct and indirect costs and expenses incurred by Green Plains or its Affiliates (other than the Partnership Group) in connection with the provision of the G&A Services to the Partnership Group, including the following:

(i) the compensation and employee benefits of employees of Green Plains or its Affiliates (and any employment taxes related thereto), to the extent, but only to the extent, such employees perform G&A Services for the Partnership Group’s benefit. With respect to employees that do not devote all of their business time to the Partnership Group, such compensation and employee benefits shall be allocated to the Partnership Group based on the monthly average working time spent and number of employees devoting services to the Partnership Group (compared to the average working time spent by each such employee on services to Green Plains or its Affiliates (other than the Partnership Group));

(ii) any expenses incurred or payments made by Green Plains or its Affiliates on behalf of the Partnership Group for insurance coverage with respect to the Assets or the business of the Partnership Group;

(iii) all expenses and expenditures incurred by Green Plains or its Affiliates on behalf of the Partnership Group as a result of the Partnership becoming and continuing as a publicly traded entity, including, but not limited to, costs associated with annual, quarterly or current reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, exchange listing fees, tax return and Schedule K-1 preparation and distribution, legal fees, independent director compensation and directors and officers liability insurance premiums; and

(iv) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the G&A Services provided by Green Plains and its Affiliates to the Partnership Group pursuant to Section 3.1 .

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(b) To the extent that the General Partner grants any awards under any of the Partnership’s or the General Partner’s incentive compensation plans in effect from time to time to any employee of Green Plains and its Affiliates, or any directors of the General Partner, such awards shall be at the Partnership’s sole expense.

(c) The Partnership Group will reimburse Green Plains and its Affiliates for any costs and expenses incurred by Green Plains and its Affiliates under Section 3.1 on a monthly basis.

(d) For the avoidance of doubt, the G&A Services provided by Green Plains pursuant to this Article III  will be in addition to, and not in duplication of, the services that will be provided to the General Partner by Green Plains under the Operational Services and Secondment Agreement and the functions performed by the employees seconded to the General Partner under the Operational Services and Secondment Agreement, and Green Plains shall not be entitled to reimbursement under this Agreement for any costs or expenses for which Green Plains is entitled to payment or reimbursement under the Operational Services and Secondment Agreement.

ARTICLE IV

Business Opportunities

4.1 Restricted Activities . Except as permitted by Section 4.2 , each Green Plains Entity shall be prohibited from owning, operating, engaging in, acquiring, or investing in any business that owns or operates ethanol or fuel terminals or storage facilities or ethanol or fuel transportation assets in the United States (“ Restricted Activities ”).

4.2 Permitted Exceptions . Notwithstanding any provision of  Section 4.1  to the contrary, the Green Plains Entities may engage in the following activities under the following circumstances:

(a) the ownership, operation, expansion, replacement, return to service, repair, sale, divestment, merger with another entity, suspension, operation or shutdown of any of the Retained Assets;

(b) the acquisition or construction, and the related ownership or operation, of any ethanol or fuel downstream logistics assets, including, without limitation, any terminal or storage facility or transportation asset (“ Restricted Assets ”), that are (i) acquired or constructed by a Green Plains Entity and (ii)(A) within, directly connected to, substantially dedicated to, or an integral part of, any ethanol or fuel production facility owned, acquired, constructed or operated by a Green Plains Entity, (B) acquired or constructed by a Green Plains Entity to replace an asset of the Partnership Group that no longer provides services to any Green Plains Entity due to the occurrence of a force majeure event under a commercial contract between one or more Green Plains Entities and one or more members of the Partnership Group that prevents the Partnership Group from providing services to the Green Plains Entities at such location under such commercial contract or (C) rail transportation assets acquired, leased or constructed by a Green Plains Entity;

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(c) the acquisition, construction, ownership or operation of any Restricted Assets that are acquired or constructed by a Green Plains Entity after the date of this Agreement (excluding assets acquired or constructed pursuant to clause (b)(ii)(B) of this Section 4.2 ) (the “ Subject Assets ”) if:

(i) in the case of Subject Assets to be acquired or constructed, the fair market value (as determined in good faith by the board of directors of the applicable Green Plains Entity that will own such Subject Assets) of such Subject Assets is less than $10.0 million at the time of such acquisition by such Green Plains Entity or completion of construction, as the case may be; or

(ii) in the case of Subject Assets to be acquired or constructed, the fair market value (as determined in good faith by the board of directors of the applicable Green Plains Entity that will own such Subject Assets) of such Subject Assets is equal to or greater than $10.0 million at the time of such acquisition by such Green Plains Entity or the completion of construction, as applicable, and concurrently with or promptly after the closing of such acquisition or completion of construction, as the case may be, such Green Plains Entity undertakes to offer the Partnership the opportunity to purchase such Subject Assets in accordance with  Section 4.3  and the Partnership does not timely elect to purchase such Subject Assets in accordance with Section 4.3 ;

(d) the purchase and ownership of interests in any publicly traded entity engaged in any Restricted Activities;

(e) the ownership of equity interests in the General Partner and the Partnership Group; and

(f) engaging with any ethanol or fuel terminals or storage facilities or ethanol or fuel transportation assets in the capacity as a customer (and not as an owner) of such terminals, storage facilities or transportation assets.

4.3 Procedures .

(a) If a Green Plains Entity acquires or constructs Subject Assets as described in  Section 4.2(c)(ii) , then not later than six (6) months after the consummation of the acquisition or the completion of construction by such Green Plains Entity of the applicable Subject Assets, as the case may be, the applicable Green Plains Entity shall notify the General Partner in writing of such acquisition or construction and shall offer the Partnership Group the opportunity to purchase such Subject Assets in accordance with this  Section 4.3  (such notification and offer, the “ Offer ”). The Offer shall set forth the terms proposed by such Green Plains Entity relating to the purchase of such Subject Assets (including a description of such Subject Assets and the purchase price for such Subject Assets) and, if any Green Plains Entity desires to utilize such Subject Assets, the Offer will also include the terms on which the Partnership Group would provide

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services to, and any minimum volume or throughput / tolling commitment of, the applicable Green Plains Entity to enable such Green Plains Entity to utilize such Subject Assets. As soon as practicable, but in any event within forty-five (45) days after receipt by the General Partner of such written notification (the “ Offer Evaluation Period ”), the General Partner shall notify the applicable Green Plains Entity in writing (the “ Business Opportunity Response ”) that either (i) the General Partner has elected not to cause a Group Member to purchase such Subject Assets, in which event (A) such Green Plains Entity shall be forever free to continue to own or operate such Subject Assets, (B) this Agreement shall be deemed automatically amended to include such Subject Assets as ROFO Assets subject to Article V hereof for the remainder of the ROFO Period, and (C) if the Green Plains Entity that owns such Subject Assets is not a Party hereto, such Green Plains Entity shall execute a joinder agreement in the form attached hereto as Exhibit A, or (ii) the General Partner has elected to cause a Group Member to purchase such Subject Assets (an “ Affirmative Election Response ”). Any Affirmative Election Response shall set forth the terms and conditions (including, without limitation, the purchase price such Group Member proposes to pay for such Subject Asset(s) (if different than the purchase price proposed by the Green Plains Entity in the Offer) and the other terms, if any, on which the Partnership Group will provide services to any Green Plains Entity to enable such Green Plains Entity to utilize such Subject Assets), pursuant to which the applicable Group Member would be willing to enter into definitive binding agreement(s) for such Subject Assets. If no Business Opportunity Response is delivered by the General Partner on or before the last day of the Offer Evaluation Period, then the General Partner shall be deemed to have elected not to cause a Group Member to purchase such Subject Assets, and the provisions described in clauses (i)(A)-(C) of this Section 4.3(a) shall apply.

(b) Unless an Affirmative Election Response is rejected pursuant to written notice delivered by such Green Plains Entity to such Group Member within thirty (30) days after receipt of the Affirmative Election Response by the applicable Green Plains Entity (the “ Election Response Deadline ”), such Affirmative Election Response shall be deemed to have been accepted by such Green Plains Entity, and the applicable Group Member and applicable Green Plains Entity shall endeavor in good faith to enter into definitive agreement(s) providing for the consummation of the acquisition of such Subject Assets upon the terms set forth in such Affirmative Election Response. Unless otherwise agreed between the applicable Group Member and applicable Green Plains Entity, the terms of the definitive agreement will include the following:

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(c) If, at the end of the Election Response Deadline, the applicable Greens Plains Entity has rejected the terms of the Affirmative Election Response proposed by the Partnership Group, and such Green Plains Entity and the General Partner have been unable to agree on the fair market value of the Subject Assets that are subject to the Offer and the Affirmative Election Response or the other terms of the Affirmative Election Response, including, if applicable, the terms on which the Partnership Group will provide services to any Green Plains Entity to enable such Green Plains Entity to utilize such Subject Assets, the applicable Green Plains Entity and the General Partner will engage a mutually agreed upon, nationally recognized investment banking firm to determine the fair market value of such Subject Assets and any other terms on which the Partnership Group and the applicable Green Plains Entity are unable to agree. The investment banking firm will determine the fair market value of such Subject Assets and any other terms on which the Partnership Group and the applicable Green Plains Entity are unable to agree within thirty (30) days of its engagement and furnish such Green Plains Entity and the General Partner its determination. The fees of the investment banking firm will be split equally between the applicable Green Plains Entity and the Partnership Group. Once the investment banking firm has submitted its determination of the fair market value of such Subject Assets and any other terms on which the Partnership Group and the applicable Green Plains Entity are unable to agree, the General Partner will have the right, but not the obligation, to cause a Group Member to purchase such Subject Assets pursuant to the Affirmative Election Response, as modified by the determination of the investment banking firm. If the General Partner elects to cause a Group Member to purchase such Subject Assets, then the Group Member shall purchase such Subject Assets under the terms of the Affirmative Election Response, as modified by the determination of the investment banking firm, as soon as commercially practicable after such determination and, if applicable, enter into definitive agreement(s) with the applicable Green Plains Entity to provide services in a manner consistent with the Affirmative Election Response, as modified by the determination of the investment banking firm. For the avoidance of doubt, in the event that the General Partner elects not to cause a Group Member to purchase such Subject Assets under the terms of the Affirmative Election Response, as modified by the determination of the investment banking firm (as described in this Section 4.3(c)), then the provisions described in clauses (i)(A)-(C) of Section 4.3(a) shall apply.

(d) Nothing herein shall impede or otherwise restrict the foreclosure, sale, disposition or other exercise of rights or remedies by or on behalf of any secured lender of any asset or interest in any business subject to a security interest in favor of such lender or any agent for or on behalf of such lender under any credit arrangement now or hereafter in effect (it being understood and agreed that no secured lender to the Green Plains Entities shall have any obligation to make an Offer or to sell or cause to be sold any asset or interest in any business to any member of the Partnership Group).

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4.4 Scope of Prohibition . Except as provided in this Article IV and the Partnership Agreement, each Green Plains Entity shall be free to engage in any business activity, including those that may be in direct competition with any Group Member.

4.5 Enforcement . The Green Plains Entities agree and acknowledge that the Partnership Group does not have an adequate remedy at law for the breach by the Green Plains Entities of the covenants and agreements set forth in this Article IV , and that any breach by the Green Plains Entities of the covenants and agreements set forth in this Article IV would result in irreparable injury to the Partnership Group. The Green Plains Entities further agree and acknowledge that any Group Member may, in addition to the other remedies which may be available to the Partnership Group, file a suit in equity to enjoin the Green Plains Entities from such breach, and consent to the issuance of injunctive relief under this Agreement.

ARTICLE V

Right of First Offer

5.1 Right of First Offer to Purchase Certain Assets

(a) For the period beginning on the Closing Date and ending on the earlier of (i) the fifth anniversary of the Closing Date and (ii) upon the occurrence of a Partnership Change of Control (the “ ROFO Period ”), Green Plains hereby grants to the Partnership a right of first offer for any ROFO Asset to the extent that any Green Plains Entity proposes to Transfer any ROFO Asset during the ROFO Period; provided, however , that Green Plains may Transfer any ROFO Asset to an Affiliate of Green Plains that agrees in writing that such ROFO Asset remains subject to the provisions of this Article V and such Affiliate assumes in writing the obligations of Green Plains under this Article V with respect to such ROFO Asset, and such Transfer shall not be subject to the Partnership’s right of first offer under this Article V .

(b) The Parties acknowledge that any Transfer of any ROFO Asset pursuant to the Partnership’s right of first offer is subject to the terms of all existing agreements with respect to such ROFO Asset and shall be subject to and conditioned on the obtaining of any and all necessary consents of securityholders, Governmental Authorities, lenders or other third parties.

5.2 Procedures

(a) If a Green Plains Entity proposes to Transfer any ROFO Asset (other than to an Affiliate, in accordance with Section 5.1(a) ) during the ROFO Period (a “ Proposed Transaction ”), then the applicable Green Plains Entity shall, prior to entering into any such Proposed Transaction, first give notice in writing to the Partnership (the “ ROFO Notice ”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include (i) a description of the ROFO Assets subject to the Proposed Transaction and (ii) any material terms (including at its option, the purchase price for the applicable ROFO Asset(s) and any proposed throughput or minimum volume commitment or arrangement from any Green Plains Entity for the use of such ROFO Assets), conditions and details as would be necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with the Green Plains Entity,

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which terms, conditions and details shall at a minimum include any terms, condition or details that the Green Plains Entity would propose to provide to non-Affiliates in connection with the Proposed Transaction. If the Partnership determines to pursue the proposed purchase of any ROFO Assets, the Partnership shall have forty-five (45) days following receipt of the ROFO Notice (the “ ROFO Response Deadline ”) to propose an offer to enter into the Proposed Transaction with the Green Plains Entity (the “ ROFO Response ”). The ROFO Response shall set forth the terms and conditions (including, without limitation, the purchase price the Partnership proposes to pay for such ROFO Asset(s) and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. If no ROFO Response is delivered by the Partnership before the ROFO Response Deadline, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset, subject to Section 5.2(c) .

(b) Unless the ROFO Response is rejected pursuant to written notice delivered by the Green Plains Entity to the Partnership within thirty (30) days after receipt of the ROFO Response by such Green Plains Entity, such ROFO Response shall be deemed to have been accepted by the Green Plains Entity, and the Partnership and the Green Plains Entity shall endeavor in good faith to enter into definitive agreement(s) providing for the consummation of the Proposed Transaction upon the terms set forth in the ROFO Response. Unless otherwise agreed between the Green Plains Entity and the Partnership, the terms of the definitive agreement will include the following:

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(c) If the Partnership has not timely delivered a ROFO Response as specified above with respect to a Proposed Transaction that is subject to a ROFO Notice, the Green Plains Entity shall be free to enter into a Proposed Transaction with any third party on terms and conditions no more favorable to such third party than those set forth in the ROFO Notice. If the Green Plains Entity rejects a ROFO Response with respect to any Proposed Transaction, the Green Plains Entity shall be free to enter into a Proposed Transaction with any third party (i) on terms and conditions (excluding those relating to price) that are not more favorable in the aggregate to such third party than those proposed in respect of the Partnership Group in the ROFO Response and (ii) at a price equal to no less than 100% of the price offered by the Partnership in the ROFO Response to the Green Plains Entity.

(d) If requested by the Partnership, the applicable Green Plains Entity shall use commercially reasonable efforts to obtain any financial statements with respect to any ROFO Assets Transferred pursuant to this Article V to the extent required by the Partnership to comply with applicable requirements under Regulation S-X promulgated by the Securities and Exchange Commission or any successor statute.

(e) The Partnership can assign its rights and obligations under this Article V to any Group Member.

ARTICLE VI

Licenses of Marks

6.1 Grant of Green Plains License . Upon the terms and conditions set forth in this Article VI , Green Plains hereby grants and conveys to the Partnership and each of the entities currently or hereafter comprising a part of the Partnership Group a nontransferable, nonexclusive, royalty-free right and license (the “ Green Plains License ”) to use the “Green Plains” logo and trademark and all other trademarks and tradenames owned by Green Plains (collectively, the “ Green Plains Marks ”).

6.2 Ownership and Quality of Green Plains Marks . The Partnership, on behalf of itself and the other Group Members, agrees that ownership of the Green Plains Marks and the goodwill relating thereto shall remain vested in Green Plains during the term of the Green Plains License and thereafter. The Partnership agrees, and agrees to cause the other Group Members, to the fullest extent permitted by applicable law, never to challenge, contest or question the validity of Green Plains’ ownership of the Green Plains Marks or any registration thereof by Green Plains. In connection with the use of the Green Plains Marks, the Partnership and each other Group Member shall not in any manner represent that they have any ownership in the Green Plains Marks or registration thereof. The Partnership, on behalf of itself and the other Group Members, acknowledges that the use of the Green Plains Marks shall not create any right, title or interest in or to the Green Plains Marks, and all use of the Green Plains Marks by the Partnership or any other Group Member shall inure to the benefit of Green Plains. The Partnership agrees, and agrees to cause the other Group Members, to use the Green Plains Marks in accordance with such quality standards established by Green Plains and communicated to the Partnership Group from time to time, it being understood that the products and services offered by the Group Members as of the Closing Date are of a quality that is acceptable to Green Plains.

6.3 Termination . The Green Plains License shall terminate upon the termination of this Agreement pursuant to Section 8.5 .

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ARTICLE VII

Taxes

7.1 Preparation and Filing of Tax Returns .

(a) For periods that include the Closing Date and periods after the Closing Date, Green Plains shall have the sole and exclusive responsibility for the preparation and filing of and shall prepare and file all Combined Returns or cause to be prepared and filed all Combined Returns. Green Plains shall be authorized to take any and all action necessary or incidental to the preparation and filing of a Combined Return, including, without limitation, (i) making elections and adopting accounting methods, (ii) filing all extensions of time, including extensions of time for payment of tax, (iii) filing claims for refund or credit or (iv) giving waivers or bonds.

(b) For periods that include the Closing Date and periods after the Closing Date, the Partnership Group shall have the sole and exclusive responsibility for the preparation and filing of and shall prepare and file, or cause to be prepared and filed, all Tax Returns of the Group Members that are not Combined Returns.

(c) Green Plains shall have sole discretion to include, or cause to be included, in a Combined Return for any Tax any member of the Partnership Group for which inclusion in such Combined Return is elective; provided, however , that the Partnership Group Combined Tax Liability for any period shall not exceed the aggregate of (x) each such elective Group Member’s liability for such Tax for such period, computed as if such Group Member were not included in such Combined Return and (y) the Partnership Group Combined Tax Liability calculated for the Group Members for which inclusion is not elective. Green Plains shall provide pro forma Tax Returns pursuant to Section 7.2(c) of this Agreement to support the calculation of the amount of any decrease in the Partnership Group Combined Tax Liability pursuant to this Section 7.1(c) .

(d) References to “taxable period” for any franchise or other doing business Tax shall mean the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax.

7.2 Allocation of Taxes .

(a) For each Tax for each taxable period that includes or begins on or after the Closing Date and for which a Combined Return is filed, the Group Members included in such Combined Return shall be liable to Green Plains for an amount equal to the Partnership Group Combined Tax Liability in respect of such Tax.

(b) With respect to each Tax for each taxable period that includes or begins on or after the Closing Date and for which a member of the Partnership Group is included in a Combined Return, the Partnership Group Combined Tax Liability for such Tax for such taxable period shall be the Tax for such taxable period as determined on a Partnership Group Pro Forma Combined Return prepared:

(i) by including only the Tax Items of the members of the Partnership Group that are included in the Combined Return and computing the liability of the Group Members for such Tax as if such Group Members were included in a separate consolidated or unitary group;

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(ii) except as provided in Section 7.2(b)(v) hereof, using all elections, accounting methods and conventions appropriate for the includable Group Members as a stand-alone taxpayer for such period;

(iii) applying the Tax rate in effect for the Combined Return of the Combined Group for such taxable period;

(iv) assuming that the Partnership Group elects not to carry back any net operating losses; and

(v) assuming that the Partnership Group’s utilization of any Tax Attribute carryforward or carryback is limited to the Tax Attributes of the Partnership Group that would be available if the Partnership Group Combined Tax Liability for each taxable period ending after the Closing Date were determined in accordance with this Section 7.2(b) .

(c) Not later than 90 days following the date on which a Combined Return is filed with the appropriate Tax Authority, Green Plains shall prepare and deliver to the Partnership the related Partnership Group Pro Forma Combined Return calculating the Partnership Group Combined Tax Liability attributable to the period covered by such filed Combined Return.

(d) Green Plains shall timely pay (or shall cause to be timely paid) any Tax reflected on a Combined Return and hold harmless the Partnership for all liability for such Tax. In the event Green Plains is required to make an estimated payment or deposit of any Tax of any Combined Group which includes any member of the Partnership Group, Green Plains shall calculate the portion, if any, of such estimated payment or deposit attributable to the Partnership Group using a methodology similar to that described in Section 7.2(b) (the “ Partnership Group Deposit ”) and shall present such calculation to the Partnership. Within five days thereafter, the Partnership shall pay the Partnership Group Deposit to Green Plains. Within 30 days after delivery by Green Plains of a Partnership Group Pro Forma Combined Return to the Partnership calculating the Partnership Group Combined Tax Liability with respect to a Combined Return, the Partnership shall pay to Green Plains such Partnership Group Combined Tax Liability less the amount of any Partnership Group Deposit relating to the same Combined Return.

(e) With respect to any Combined Return for any taxable period beginning on or after the Closing Date, in the event of a change in the treatment of any Tax Item of any member of a Combined Group as a result of a Final Determination, within 30 days following such Final Determination (i) Green Plains shall calculate the change, if any, to the Partnership Group Combined Tax Liability resulting from such change, (ii) Green Plains shall pay any decrease in the Partnership Group Combined Tax Liability to the Partnership and (iii) the Partnership shall pay any increase in the Partnership Group Combined Tax Liability to Green Plains.

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7.3 Control of Tax Proceedings; Cooperation and Exchange of Information .

(a) Except as provided in this Section 7.3 , Green Plains shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has filing responsibility under this Agreement as well as any Tax Controversy attributable to a Tax Return for any taxable period ending before the Closing Date. The Partnership shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has filing responsibility under this Agreement. Except as otherwise provided in this Section 7.3 and Section 7.11 , any costs incurred in handling, settling or contesting any Tax Controversy shall be borne by the Tax Party having full responsibility and discretion thereof.

(b) Each Tax Party shall cooperate fully at such time and to the extent reasonably requested by any other Tax Party in connection with the preparation and filing of any Tax Return or claim for refund, or the conduct of any audit, dispute, proceeding, suit or action concerning any issues or other matters considered in this Agreement. Such cooperation shall include, without limitation, the following: (i) the retention and provision on demand of Tax Returns, books, records (including those concerning ownership and Tax basis of property which a Tax Party may possess), documentation or other information relating to the Tax Returns, including accompanying schedules, related workpapers and documents relating to rulings or other determinations by Taxing Authorities, until the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 7.3(b) , to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of a Tax Return by Green Plains, the Partnership or of their respective Subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (iv) such Tax Party’s commercially reasonable efforts to obtain any documentation from a Governmental Authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing.

(c) Each Tax Party shall make its employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters.

(d) If any Tax Party fails to provide any information requested pursuant to Section 7.3(b) hereof within a reasonable period, as determined in good faith by the Tax Party requesting the information, then the requesting Tax Party shall have the right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Tax Party. If the unresponsive Tax Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Tax Party shall permit the requesting Tax Party’s public accounting firm full access to all appropriate records or other information as reasonably necessary to comply with this Section 7.3 and shall reimburse the requesting Tax Party or pay directly all costs connected with the requesting Tax Party’s engagement of the public accounting firm.

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7.4 Payment Obligations .

(a) Except as otherwise provided under this Agreement, to the extent that the payor Tax Party has a payment obligation to the payee Tax Party pursuant to this Article VII , the payee Tax Party shall provide the payor Tax Party with its calculation of the amount of such obligation. The documentation of such calculation shall provide sufficient detail to permit the payor Tax Party to reasonably understand the calculation. All payment obligations shall be made to the payee Tax Party or to the appropriate Tax Authority as specified by the payee Tax Party within 30 days after delivery by the payee Tax Party to the payor Tax Party of written notice of a payment obligation. Any disputes with respect to payment obligations under this Article VII shall be resolved in accordance with Section 7.5 .

(b) All actions required to be taken by any Tax Party pursuant to this Article VII shall be performed within the time prescribed for performance in this Article VII , or, if no period is prescribed, such actions shall be performed promptly.

(c) Payments pursuant to this Article VII that are not made within the period prescribed therefor in this Article VII shall bear interest (compounded daily) from and including the date immediately following the last date of such period through and including the date of payment at a rate equal to the federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid.

(d) The Tax Parties to this Article VII hereby agree to retain and provide on proper demand by any Tax Authority (subject to any applicable privileges) the books, records, documentation and other information relating to any Tax Return until the later of (i) the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof), (ii) the date specified in an applicable records retention agreement entered into with a Tax Authority, (iii) a Final Determination made with respect to such Tax Return and (iv) the final resolution of any claim made under this Agreement for which such information is relevant.

(e) Each Tax Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Tax Party and (ii) to take any action reasonably requested by any other Tax Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Tax Party; provided , that such action does not result in any additional cost not fully compensated for by the requesting Tax Party. The Tax Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Tax Parties with respect to matters otherwise covered by this Article VII .

(f) Except as provided in Section 7.1(c) , all payments to be made under this Article VII shall be made without setoff, counterclaim or withholding, all of which are expressly waived by the Tax Parties to the fullest extent permitted by applicable law.

7.5 Resolution of Tax Disputes . To the fullest extent permitted by law, any disagreement between the Tax Parties with respect to any matter that is the subject of Article VII of this Agreement, including, without limitation, any disagreement with respect to any

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calculation or other determinations by Green Plains hereunder, which is not resolved by mutual agreement of the Tax Parties, shall be resolved by a nationally recognized independent accounting firm chosen by and mutually acceptable to the Tax Parties hereto (an “ Accounting Referee ”). Such Accounting Referee shall be chosen by the Tax Parties within 15 business days from the date on which one Tax Party serves written notice on another Tax Party requesting the appointment of an Accounting Referee; provided , that such notice specifically describes the calculations to be considered and resolved by the Accounting Referee. In the event the Tax Parties cannot agree on the selection of an Accounting Referee, then the Accounting Referee shall be any office or branch of the public accounting firm of Deloitte & Touche LLP. The Accounting Referee shall resolve any such disagreements as specified in the notice within 30 days of appointment; provided, however , that no Tax Party shall be required to deliver any document or take any other action pursuant to this Section 7.5 if it determines that such action would result in the waiver of any legal privilege or any detriment to its business. To the fullest extent permitted by law, any resolution of an issue submitted to the Accounting Referee shall be final and binding on the Tax Parties hereto without further recourse. The Tax Parties shall share the costs and fees of the Accounting Referee equally. In the event of a conflict between this Section 7.5 and Section 8.2 , this Section 7.5 shall control.

7.6 Required Payments . Unless otherwise provided in this Article VII , any payment of Tax required shall be due within 30 days of a Final Determination of the amount of such Tax.

7.7 Injunctions . The Tax Parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Article VII were not performed in accordance with its specific terms or were otherwise breached. To the fullest extent permitted by applicable law, the Tax Parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Article VII and to enforce specifically the terms and provisions of this Article VII in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

7.8 Parties in Interest . Except as herein otherwise specifically provided, nothing in this Article VII expressed or implied is intended to confer any right or benefit upon any person, firm or corporation other than the Tax Parties and their respective successors and permitted assigns.

7.9 Change of Law . If, due to any change in applicable law or regulations or the interpretation thereof by any court of law or other Governmental Authority having jurisdiction subsequent to the date of this Agreement, performance of any provision of this Article VII or any transaction contemplated thereby shall become impracticable or impossible, the Tax Parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

7.10 Waiver . Any provision of this Article VII may be waived if, and only if, such waiver is in writing and signed, and in the case of a waiver, by the Tax Party against whom the waiver is to be effective. No failure or delay by any Tax Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

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7.11 Costs, Expenses and Attorneys’ Fees . In the event a Tax Party to this Agreement brings an action or proceeding for the breach or enforcement of this Article VII , the prevailing party in such action, proceeding, or appeal, whether or not such action, proceeding or appeal proceeds to final judgment, shall, to the fullest extent permitted by law, be entitled to recover as an element of its costs, and not as damages, such reasonable attorneys’ fees as may be awarded in the action, proceeding or appeal in addition to whatever other relief the prevailing party may be entitled. For purposes of this Section 7.11 , the “prevailing party” shall be the Tax Party who is entitled to recover its costs; a Tax Party not entitled to recover its costs shall not recover attorneys’ fees. No sum for attorneys’ fees shall be counted in calculating the amount of the judgment for purposes of determining whether a Tax Party is entitled to recover its costs or reasonable attorneys’ fees.

ARTICLE VIII

Miscellaneous

8.1 Confidentiality .

(a) From and after the Closing Date, each Party (each, a “ Receiving Party ”) in possession of another Party’s (each, a “ Disclosing Party ”) Confidential Information shall (i) hold, and shall cause its Subsidiaries and Affiliates and its and their directors, officers, employees, agents, consultants, advisors, and other representatives (each, a “ Representative ” and, collectively, “ Representatives ”) to hold, all Confidential Information of each Disclosing Party in strict confidence, with at least the same degree of care that applies to such Receiving Party’s confidential and proprietary information, (ii) not use such Confidential Information, except as expressly permitted by such Disclosing Party and (iii) not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any Losses resulting from a breach of this Section 8.1 by any of its Representatives.

(b) Notwithstanding Section 8.1(a) , if a Receiving Party becomes legally compelled or obligated to disclose Confidential Information of a Disclosing Party by a Governmental Authority or applicable law, or is required to disclose such Confidential Information pursuant to the listing standards of any applicable national securities exchange on which the Receiving Party’s securities are listed or quoted, the Receiving Party shall promptly advise the Disclosing Party of such requirement or obligation to disclose Confidential Information as soon as the Receiving Party becomes aware that such a requirement to disclose might become effective in order that, where possible, the Disclosing Party may seek a protective order or such other remedy as the Disclosing Party may consider appropriate in the circumstances. The Receiving Party shall disclose only that portion of the Disclosing Party’s Confidential Information that it is required or obligated to disclose and shall cooperate with the Disclosing Party in allowing the Disclosing Party to obtain such protective order or other relief.

(c) Each Party acknowledges that a Disclosing Party would not have an adequate remedy at law for the breach by a Receiving Party of any one or more of the covenants contained in this Section 8.1 and agrees that, in the event of such breach, the Disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 8.1 and to enforce specifically the terms and provisions of this

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Section 8.1 . Notwithstanding any other provision hereof, to the extent permitted by applicable law, the provisions of this Section 8.1 shall survive the termination of this Agreement for a period of two years.

8.2 Choice of Law; Mediation; Submission to Jurisdiction .

(a) This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. EACH OF THE PARTIES HERETO AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 Del. C. § 2708. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES (i) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE AND (ii) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER PARTY OF THE NAME AND ADDRESS OF SUCH AGENT.

(b) Except as otherwise provided in Article VII , if the Parties cannot resolve any dispute or claim arising under this Agreement, then no earlier than 10 days nor more than 60 days following written notice to the other Parties, any Party may initiate mandatory, non-binding mediation hereunder by giving a notice of mediation (a “ Mediation Notice ”) to the other Parties to the dispute or claim. In connection with any mediation pursuant to this Section 8.2 , the mediator shall be jointly appointed by the Parties to the dispute or claim and the mediation shall be conducted in Omaha, Nebraska unless otherwise agreed by the Parties to the dispute or claim. All costs and expenses of the mediator appointed pursuant to this Section 8.2 shall be shared equally by the Parties to the dispute or claim. The then-current Model ADR Procedures for Mediation of Business Disputes of the Center for Public Resources, Inc., either as written or as modified by mutual agreement of the Parties to the dispute or claim, shall govern any mediation pursuant to this Section 8.2 . In the mediation, each Party to the dispute or claim shall be represented by one or more senior representatives who shall have authority to resolve any disputes. If a dispute or claim has not been resolved within 30 days after the receipt of the Mediation Notice by a Party, then any Party to the dispute or claim may refer the resolution of the dispute or claim to litigation.

(c) Subject to Section 8.2(b) , and except as otherwise provided in Article VII , each Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any federal or state courts located in Delaware and (i) irrevocably submits to the exclusive jurisdiction of such courts, (ii) waives any objection to laying venue in any such action or proceeding in such courts, (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it and (iv) agrees that, to the fullest extent permitted by law, service of process upon it may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 8.3 . The foregoing consents to jurisdiction and service of process shall not, to the fullest

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extent permitted by applicable law, constitute general consents to service of process in the State of Delaware for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties.

8.3 Notice . All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by (a) e-mail, (b) United States mail, addressed to the Person to be notified, postage prepaid and registered or certified with return receipt requested, (c) delivering such notice in person or (d) by facsimile to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by e-mail or facsimile shall be effective upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 8.3 .

If to Green Plains:

Green Plains Inc.

450 Regency Parkway, Suite 400

Omaha, Nebraska 68114

Attn: General Counsel

Facsimile: (402) 952-4916

E-mail: michelle.mapes@gpreinc.com

If to the General Partner or any Group Member:

Green Plains Partners LP

c/o Green Plains Holdings LLC, its general partner

450 Regency Parkway, Suite 400

Omaha, Nebraska 68114

Attn: General Counsel

Facsimile: (402) 952-4916

E-mail: michelle.mapes@gpreinc.com

8.4 Entire Agreement . This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

8.5 Termination of Agreement . This Agreement, other than the provisions set forth in Article II hereof and this Article VIII , may be terminated (a) by the written agreement of all of the Parties or (b) by Green Plains or the Partnership immediately upon a Partnership Change of Control by written notice given to the other Parties to this Agreement. For the avoidance of doubt, the Parties’ indemnification obligations under Article II and this Article VIII shall, to the fullest extent permitted by law, survive the termination of this Agreement in accordance with their respective terms.

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8.6 Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

8.7 Assignment . No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties; provided , however , that the General Partner and the Partnership Group may make a collateral assignment of this Agreement solely to secure financing for the Partnership Group.

8.8 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document and shall be construed together and shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.

8.9 Severability . If any provision of this Agreement shall be held invalid or unenforceable by a Governmental Authority of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

8.10 Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

8.11 Rights of Limited Partners . The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner or other interest holder of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

[ Remainder of page intentionally left blank. ]

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IN WITNESS WHEREOF , the Parties have executed this Agreement on, and effective as of, the Closing Date.

Signature Page to Omnibus Agreement

Schedule A

General and Administrative Services

General and Administrative Services to be provided pursuant to Section 3.1:

Schedule A

Exhibit A

Form of Joinder Agreement

This Joinder Agreement (this “ Agreement ”) is made as of the date written below by the undersigned (the “ Joining Party ”) in accordance with that certain Omnibus Agreement (the “ Omnibus Agreement ”) by and among Green Plains Inc., an Iowa Corporation (“ Green Plains ”), Green Plains Partners LP, a Delaware limited partnership (the “ Partnership ”), Green Plains Holdings LLC, a Delaware limited liability company (the “ General Partner ”), and Green Plains Operating Company LLC, a Delaware limited liability company (the “ Operating Company ”). Capitalized terms not defined herein shall have the meanings given to such terms in the Omnibus Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Joining Party shall become a party to and a “Green Plains Entity” under Article V of the Omnibus Agreement as of the date hereof, and (i) shall have all of the rights and obligations thereof as more fully set forth therein as if it had executed the Omnibus Agreement directly, and (ii) agrees to be bound by the terms, provisions and conditions pertaining thereto, as more fully set forth therein, as if it had executed the Omnibus Agreement directly.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date written below.

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Exhibit 10.3

OPERATIONAL SERVICES AND SECONDMENT AGREEMENT

This Operational Services and Secondment Agreement (this “ Agreement ”), dated as of July 1, 2015 (the “ Effective Date ”), is entered into among Green Plains Inc., an Iowa corporation (“ GPRE ”), and Green Plains Holdings LLC, a Delaware limited liability company (“ GP ”). GPRE and GP are sometimes herein referred to individually as a “ Party ” and collectively as the “ Parties .”

RECITALS:

WHEREAS, GP is the general partner of Green Plains Partners LP, a Delaware limited partnership (the “ Partnership ”), which is engaged in the business of providing ethanol and other fuel storage, terminal, and transportation services by owning, operating, developing and acquiring ethanol and biofuel storage tanks, terminals and other related assets and businesses;

WHEREAS, GPRE has expertise in the management, maintenance and operation of transportation and logistics assets, including ethanol and biofuel products, storage tanks and terminals, and can make available to GP the personnel necessary to perform such maintenance and operational functions with respect to assets owned by the Partnership; and

WHEREAS, the Parties desire that GPRE provide management, maintenance and operation resources to the Partnership and, in connection therewith, that GPRE second certain of its personnel to GP.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS; INTERPRETATION

1.1 Definitions . Capitalized terms used and not otherwise defined in this Agreement shall have the following respective meanings, unless context clearly requires otherwise:

“ Affiliate ” means, with respect to any Person, (a) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (b) any Person owning or controlling fifty percent (50%) or more of the voting interests of such Person, (c) any officer or director of such Person, or (d) any Person who is the officer, director, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (a)  through (c) . For purposes of this definition, the term “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this Agreement, none of the Partnership Entities shall be deemed to be an Affiliate of GPRE nor shall GPRE be deemed to be an Affiliate of any of the Partnership Entities.

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“ Agreement ” shall mean this Operational Services and Secondment Agreement, together with all Exhibits attached hereto, as the same may be amended, supplemented or restated from time to time in accordance with the provisions hereof.

“ Allocation Percentage ” has the meaning set forth in Section 3.4 .

“ Assets ” means the assets of the Partnership Entities set forth in Exhibit A .

“ Benefit Plans ” means each employee benefit plan, as defined in Section 3(3) of ERISA, and any other material plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any Seconded Employee (or to any dependent or beneficiary thereof), including, without limitation, any stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, restricted stock or other equity-based compensation plans, policies, programs, practices or arrangements, and any bonus or incentive compensation plan, deferred compensation, profit sharing, holiday, cafeteria, medical, disability or other employee benefit plan, program, policy, agreement or arrangement sponsored, maintained, or contributed to by GPRE or any of its ERISA Affiliates, or under which GPRE or any ERISA Affiliate may have any obligation or liability, whether actual or contingent, in respect of or for the benefit of any Seconded Employee (but excluding workers’ compensation benefits (whether through insured or self-insured arrangements) and directors and officers liability insurance).

“ Business Day ” means each calendar day other than a Saturday, Sunday or a day that is an official holiday in the State of Nebraska.

“ Effective Date ” has the meaning set forth in the preamble to this Agreement.

“ End Date ” has the meaning set forth in Section 2.2(b) .

“ EPA ” means the U.S. Environmental Protection Agency or any successor agency with similar jurisdiction.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any entity that would be treated as a single employer with GPRE under Sections 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA.

“ GP ” has the meaning set forth in the preamble to this Agreement.

“ GPRE ” has the meaning set forth in the preamble to this Agreement.

“ Interest Rate ” means the lesser of (i) two percent (2%) over the one month London Interbank Offered Rate (LIBOR) prevailing during the period in question, and (ii) the maximum rate permitted by applicable law.

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“ Losses ” means any and all costs, expenses (including reasonable attorneys’ fees), claims, demands, losses, liabilities, obligations, actions, lawsuits and other proceedings, judgments and awards.

“ Mediation Notice ” has the meaning set forth in Section 6.2(b) .

“Omnibus Agreement” means that certain Omnibus Agreement dated July 1, 2015, among GPRE, GP, the Partnership and Green Plains Operating Company, LLC, a Delaware limited liability company, as the same may be amended from time to time.

“ Partnership ” has the meaning set forth in the recitals to this Agreement.

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 1, 2015, as the same may be amended, supplemented or restated from time to time.

“ Partnership Entities ” means the Partnership and all of its direct and indirect subsidiaries.

“ Party ” has the meaning set forth in the recitals to this Agreement.

“ Period of Secondment ” has the meaning set forth in Section 2.2 .

“ Person ” means a natural person, corporation, partnership, limited liability company, joint stock company, trust, estate, joint venture, union, association or unincorporated organization, governmental authority or any other form of business or professional entity.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Seconded Employees ” has the meaning set forth in Section 2.1 .

“ Seconded Employee Expenses ” has the meaning set forth in Section 3.2 .

“ Secondment ” means each assignment of any Seconded Employees to GP from GPRE in accordance with the terms of this Agreement.

“ Services ” has the meaning set forth in Section 2.1 .

“ Services Reimbursement ” has the meaning set forth in Section 3.1 .

“ Shared Seconded Employees ” has the meaning set forth in Section 2.2 .

“ Termination Costs ” means all liabilities incurred in connection with or arising out of the withdrawal, departure, resignation or termination of employment (whether actual or alleged constructive termination) of any Seconded Employee, including, without limitation, liabilities relating to or arising out of any claim of discrimination or other illegality in connection with such withdrawal, departure, resignation or termination, including cost of defense of such claims, and also including severance payments and benefits paid to a Seconded Employee in return for a release of claims.

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1.2 Interpretation . In this Agreement, unless the context clearly indicates otherwise:

(a) words used in the singular include the plural and words used in the plural include the singular;

(b) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and a reference to such Person’s “Affiliates” shall be deemed to mean such Person’s Affiliates after the Effective Date;

(c) any reference to any gender includes the other gender;

(d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(e) any reference to any Article, Section or Exhibit means such Article or Section of, or such Exhibit to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(f) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof;

(g) any reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(h) any reference to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(i) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(j) if there is any conflict between the provisions of the main body of this Agreement and the Exhibits hereto, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in such Exhibit;

(k) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

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(l) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Affiliates to take such action or refrain from taking such action, as the case may be; and

(m) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States.

1.3 Legal Representation of Parties . This Agreement was negotiated by the Parties with the benefit of legal representation, and any rule of construction or interpretation requiring this Agreement to be construed or interpreted against any Party merely because such Party drafted all or a part of such Agreement will not apply to any construction or interpretation hereof or thereof.

ARTICLE 2

SECONDMENT

2.1 Seconded Employees . Subject to the terms of this Agreement, GPRE agrees to second the Seconded Employees to GP, and GP agrees to accept the Secondment of the Seconded Employees for the purpose of performing the operational and maintenance activities related to the Assets that are described in Exhibit B (the “ Services ”). When used herein, the term “ Seconded Employees ” means those employees of GPRE who are engaged in providing the Services for GP from time to time. The Seconded Employees will remain at all times the employees of GPRE, in addition they will also be temporary co-employees of GP during the Period of Secondment and shall, at all times during the Period of Secondment, work under the direction, supervision and control of GP. Seconded Employees shall have no authority or apparent authority to, and shall not, act on behalf of GPRE during the Period of Secondment. Those rights and obligations of the Parties under this Agreement that relate to individuals that were Seconded Employees but then later ceased to be Seconded Employees, which rights and obligations accrued during the Period of Secondment, will survive the removal of such individuals from the group of Seconded Employees to the extent necessary to enforce such rights and obligations.

2.2 Period of Secondment . GPRE will second the Seconded Employees to GP starting on the Effective Date and continuing, during the period (and only during the period) that the Seconded Employees are performing services for GP, until the earliest of:

(a) the end of the term of this Agreement;

(b) such end date for any Seconded Employees as may be mutually agreed by the Parties (the “ End Date ”);

(c) a withdrawal, departure, resignation or termination of such Seconded Employees under Section 2.3 ; and

(d) a termination of Secondment of such Seconded Employees under Section 2.4 .

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The period of time that any Seconded Employee is provided by GPRE to GP is referred to in this Agreement as the “ Period of Secondment .” At the end of the Period of Secondment for any Seconded Employee, such Seconded Employee will no longer be subject to the direction by GP of the Seconded Employee’s day-to-day activities. The Parties acknowledge that certain of the Seconded Employees may also provide services to GPRE in connection with operations conducted by GPRE (“ Shared Seconded Employees ”) and the Parties intend that such Shared Seconded Employees shall only be seconded to GP during those times that the Shared Seconded Employees are performing services for GP hereunder.

2.3 Withdrawal, Departure or Resignation . If any Seconded Employee tenders his or her resignation to GPRE as an employee of GPRE, or if the employment of any Seconded Employee is terminated by GPRE, GPRE will promptly notify GP. During the Period of Secondment of any Seconded Employee, GPRE will not voluntarily withdraw or terminate such Seconded Employee except with the consent of GP, which consent shall not be unreasonably withheld, conditioned or delayed.

2.4 Termination of Secondment . Subject to any restrictions contained in any collective bargaining agreement to which GPRE is a party, GP will have the right to terminate the Secondment to GP of any Seconded Employee for any reason at any time. GPRE will not, without GP’s express consent, agree to any future amendments to any collective bargaining agreement that would increase the type or degree of any limitations on GP’s ability to terminate the Secondment of any Seconded Employee. Upon the termination of any Seconded Employee’s Period of Secondment, GPRE will be solely liable for any costs or expenses associated with the termination of the Secondment, except as otherwise specifically set forth in this Agreement.

2.5 Supervision . During the Period of Secondment, GP shall:

(a) be ultimately and fully responsible for the daily work assignments of the Seconded Employees (and with respect to Shared Seconded Employees, during those times that the Shared Seconded Employees are performing services for GP hereunder), including supervision of their day-to-day work activities and performance consistent with the job functions associated with the Services;

(b) set the hours of work and the holidays and vacation schedules (other than with respect to Shared Seconded Employees, as to which GP and GPRE shall jointly determine) for Seconded Employees; and

(c) have the right to determine training that will be received by the Seconded Employees.

In the course and scope of performing any Seconded Employee’s job functions, the Seconded Employees will be integrated into the organization of GP, will report into GP’s management structure, and will be under the direct management and supervision of GP (acting in its capacity as the general partner of, and on behalf of, the Partnership). GP agrees that with respect to any Seconded Employee who is otherwise represented by a union while working for GPRE, GP will be assigned GPRE’s rights and responsibilities of any applicable collective bargaining agreement for the Period of Secondment as to any such employee, subject to any

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changes agreed to between GPRE and any applicable union or as may be allowed by law. GP is not, hereby, agreeing to recognize any union or assume any bargaining obligation. Any and all recognition and bargaining obligations, to the extent that they exist, will remain with GPRE.

2.6 Seconded Employees Qualifications; Approval . GPRE will provide such suitably qualified and experienced Seconded Employees as GPRE is reasonably able to make available to GP, and GP will have the right to approve such Seconded Employees. All Seconded Employees identified as of the Effective Date have been approved and accepted by GP as suitable for performing job functions related to the Services.

2.7 Workers Compensation . At all times, GPRE will maintain workers’ compensation or similar insurance (either through an insurance company or self-insured arrangement) applicable to the Seconded Employees, as required by applicable state and federal workers’ compensation and similar laws, and will name GP as an additional named insured under each such insurance policy.

2.8 Benefit Plans . Neither GP nor any of the Partnership Entities shall be deemed to be a participating employer in any Benefit Plan during the Period of Secondment. Subject to GP’s reimbursement obligations hereunder, GPRE shall remain solely responsible for all obligations and liabilities arising under the express terms of the Benefit Plans, and the Seconded Employees will be covered under the Benefit Plans subject to and in accordance with their respective terms and conditions, as they may be amended from time to time. GPRE and its ERISA Affiliates may amend or terminate any Benefit Plan in whole or in part at any time (subject to the applicable provisions of any collective bargaining agreement covering Seconded Employees, if any). During the Period of Secondment, neither GP nor any of the Partnership Entities shall assume any Benefit Plan or have any obligations, liabilities or rights arising under the express terms of the Benefit Plans, in each case except for cost reimbursement pursuant to this Agreement.

ARTICLE 3

SERVICES REIMBURSEMENT

3.1 Operational Expenses . On or before the tenth (10th) Business Day after the end of each month during the Period of Secondment, GPRE shall send an itemized invoice (in a form mutually agreed upon by GP and GPRE) to GP detailing all reimbursable expenses under Section 3.2 incurred by GPRE with respect to the Seconded Employees in connection with the performance of the Services during the preceding month (the “ Services Reimbursement ”). GP shall, within ten (10) calendar days of receipt, pay such invoice, except for any amounts therein being disputed in good faith by GP. Any amounts that GP has disputed in good faith and that are later determined by any court or other competent authority having jurisdiction, or by agreement of the Parties, to be owing from GP to GPRE shall be paid in full within ten days of such determination, together with interest thereon at the Interest Rate from the date due under the original invoice until the date of payment.

3.2 Services Reimbursement . Subject to Sections 3.3 and 3.4 , the Services Reimbursement for each month during the Period of Secondment shall include all costs and expenses incurred for such month by GPRE for the Seconded Employees, including the following (collectively, the “ Seconded Employee Expenses ”):

(a) salary and wages (including payroll and withholding taxes associated therewith);

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(b) cash bonuses;

(c) costs of matching and other employer 401(k) contributions;

(d) costs of pension benefit accruals;

(e) any cash expense associated with any deferred compensation plan, excluding benefit payments for contributions to the plan that occurred or were based on services performed prior to the Period of Secondment;

(f) vacation, sick leave, personal leave, maternity leave and any other federal or state mandated leave;

(g) healthcare coverage, including medical, dental, vision and prescription drug coverage;

(h) flexible benefits plan, including medical care and dependent care expense reimbursement programs;

(i) short-term disability benefits and long-term disability insurance premiums;

(j) workers’ compensation insurance;

(k) premiums for life insurance, accidental death and dismemberment insurance and any other insurance provided to the Seconded Employees by GPRE;

(l) the vesting of any long-term incentive awards, whether granted before or during the Period of Secondment;

(m) Termination Costs;

(n) business travel expenses and other business expenses reimbursed in the normal course by GPRE, such as subscriptions to business-related periodicals and dues to professional business organizations;

(o) any other employee benefit or compensation arrangement customarily provided to all employees by GPRE for which GPRE incurs costs with respect to Seconded Employees; and

(p) any sales taxes imposed upon the provision of any taxable services provided under this Agreement; provided , however , that GP and GPRE contemplate that the services provided pursuant to this Agreement are not taxable services for sales and use tax purposes.

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Where it is not reasonably practicable to determine the amount of any such cost or expense described above, GPRE and GP shall mutually agree on the method of determining or estimating such cost or expense, which may include the application of an agreed percentage benefit load to a Seconded Employee’s salary and wages in order to value certain of the benefits listed above. If the actual amount of any cost or expense, once known, varies from the estimate used for billing purposes hereunder, the difference, once determined, shall be reflected as either a credit or additional charge in the next monthly invoice issued by GPRE, or in such manner as may otherwise be agreed between GPRE and GP.

3.3 Adjustments Based on Period of Secondment . It is understood and agreed that GP shall be liable for Seconded Employee Expenses to the extent, and only to the extent, they are attributable to the Period of Secondment. As such, if the Period of Secondment begins on other than the first day of a month or ends on other than the last day of a month, the Seconded Employee Expenses for such month shall be prorated based on the number of days during such month that the Period of Secondment was in effect.

3.4 Adjustments for Shared Services . With respect to each Shared Seconded Employee, GPRE will determine in good faith the percentage of such Shared Seconded Employee’s time spent providing services to GP (the “ Allocation Percentage ”). For each month during the Period of Secondment, the amount of the Services Reimbursement payable by GP with respect to each Shared Seconded Employee shall be calculated by multiplying the Seconded Employee Expenses for such Shared Seconded Employee times the Allocation Percentage for such Shared Seconded Employee; provided , however , that certain Second Employee Expenses shall not be allocated based on the Allocation Percentage but rather shall be allocated as follows:

(a) Termination Costs with respect to any Shared Seconded Employee shall be allocated between the Parties based upon the Allocation Percentage, provided that the Parties agree in advance to terminate such Shared Seconded Employee; otherwise, a Party who terminates a Shared Seconded Employee without first consulting with the other Party (including an actual or alleged constructive termination) shall be solely responsible for all Termination Costs related to such termination, other than any Termination Costs arising solely out of the gross negligence or willful misconduct of the other Party;

(b) travel expenses and other expenses incurred with respect to and/or reimbursable to a Shared Seconded Employee shall be paid by the Party for whom the Shared Seconded Employee was working at the time they were incurred, except that expenses related to activities that benefit both GP and GPRE (e.g. some types of training) shall be shared by the affected Parties in accordance with the Allocation Percentage (or such other allocation as may be agreed between the affected Parties); and

(c) the taxes described in Section 3.2(p) shall be reimbursable in full by GP.

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3.5 Cancellation or Reduction of Services . GP may terminate or reduce the level of any of the Services on thirty (30) days’ prior written notice to GPRE. In the event GP terminates the Services, GP shall pay GPRE for the last month (or portion thereof) in which it received services plus any other amounts outstanding to GPRE.

3.6 Reimbursements for Other Operational Expenses . This Agreement does not address the reimbursement of any costs or expenses associated with Services other than Seconded Employee Expenses. To the extent that GPRE or any Affiliate of GPRE incurs any out-of-pocket expenses (other than Seconded Employee Expenses) in connection with the provision of Services, GPRE or such Affiliate may be entitled to reimbursement therefor under the terms of the Partnership Agreement or the Omnibus Agreement.

ARTICLE 4

ALLOCATION; RECORDS; PAYMENT OBLIGATIONS

4.1 Allocation; Records . GPRE will use commercially reasonable efforts to maintain an allocation schedule reflecting the direct and indirect costs of the Seconded Employee Expenses based on the services that the Seconded Employees have provided to GP in relation to the Assets. GP will use commercially reasonable efforts to keep and maintain books/records reflecting hours worked and costs and expenses incurred in connection with each of the Seconded Employees. Each Party will have the right to audit such records maintained by the other during regular business hours and on reasonable prior notice.

4.2 Payment . GPRE agrees to pay, as agent for GP, the Seconded Employee Expenses (or provide the employee benefits with respect thereto, as applicable) of the employees temporarily assigned to GP under this Agreement, subject to GP’s reimbursement obligations under Article 3 . Subject to GP’s reimbursement obligations under Article 3 , GPRE agrees to indemnify and hold GP harmless from any and all Losses incurred by GP or any of the Partnership Entities related to GPRE’s failure to carry out their duties to pay or provide employee benefits to the Seconded Employees, except to the extent that such Losses arise solely out of or result solely from the gross negligence or willful misconduct of GP.

ARTICLE 5

TERM

The term of this Agreement will commence on the Effective Date and will continue for an initial period of ten years. Upon the expiration of the initial ten year period, the term of this Agreement shall automatically extend for successive one year extension terms, unless either Party provides at least thirty (30) days’ prior written notice to the other Party prior to the expiration of the initial ten year period or any extension term that the Party wishes for this Agreement to expire at the end of the initial ten-year period or the then-current extension term, as applicable. Upon proper notice by a Party to the other Party, in accordance with this Article 5 , that the Party wishes for this Agreement to expire on the expiration of the applicable period, this Agreement shall not automatically extend, but shall instead expire upon the expiration of the applicable period and only those provisions that, by their terms, expressly survive this Agreement shall so survive. Notwithstanding the foregoing, GP may terminate this agreement at any time upon thirty (30) days prior written notice to GPRE and only those provisions that, by their terms, expressly survive this Agreement shall so survive.

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ARTICLE 6

GENERAL PROVISIONS

6.1 Entire Agreement . This Agreement constitutes and expresses the entire agreement between the Parties with respect to the subject matter hereof. All previous discussions, promises, representations and understandings relative thereto are hereby merged in and superseded by this Agreement.

6.2 Choice of Law; Mediation; Submission to Jurisdiction .

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. The Parties hereby declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the Parties agrees (a) that this Agreement involves at least $100,000.00, and (b) that this Agreement has been entered into by the Parties in express reliance upon 6 Del. C. § 2708. Each of the Parties hereby irrevocably and unconditionally agrees (i) to be subject to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (ii) (A) to the extent such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process, and (B) that, to the fullest extent permitted by applicable law, service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (b)(ii) (A) or (B) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such Party personally within the State of Delaware. The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process in the State of Delaware for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties.

(b) If the Parties cannot resolve any dispute or claim arising under this Agreement, then, no earlier than ten (10) days nor more than sixty (60) days following written notice to the other Party, any Party may initiate mandatory, non-binding mediation hereunder by giving a notice of mediation (a “ Mediation Notice ”) to the other Parties. In connection with any mediation pursuant to this Section 6.2 , the mediator shall be jointly appointed by the Parties and the mediation shall be conducted in Omaha, Nebraska unless otherwise agreed by the Parties. All costs and expenses of the mediator appointed pursuant to this section shall be shared equally by the Parties. The then-current Model ADR Procedures for Mediation of Business Disputes of the Center for Public Resources, Inc., either as written or as modified by mutual agreement of the Parties, shall govern any mediation pursuant to this section. In the mediation, each Party shall be represented by one or more senior representatives who shall have authority to resolve any disputes. If a dispute has not been resolved within thirty (30) days after the receipt of the Mediation Notice by a Party, then any Party may refer the resolution of the dispute to litigation.

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6.3 Amendment . Any actions or agreement by the Parties to amend, modify or supplement this Agreement, in whole or in part, shall be binding upon the Parties, so long as such modification shall be in writing and shall be executed by all Parties with the same formality with which this Agreement was executed.

6.4 Waiver . Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is in writing signed by an authorized representative of such Party. The failure of any Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

6.5 Partial Invalidity . Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

6.6 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. The successors and permitted assigns hereunder shall include any permitted assignee under Section 6.11 as well as the successors in interest to such permitted assignee (whether by merger, liquidation (including successive mergers or liquidations) or otherwise).

6.7 Third Party Beneficiaries . The provisions of this Agreement are solely for the benefit of the Parties and their respective successors and permitted assigns and shall not confer upon any third party any remedy, claim, liability, reimbursement or other right. In furtherance but not in limitation of the foregoing: (i) nothing in this Agreement shall be deemed to provide any Seconded Employee with a right to continued secondment or employment; and (ii) nothing in this Agreement shall be deemed to constitute an amendment to any Benefit Plan or limit in any way the right of GPRE and/or its ERISA Affiliates to amend, modify or terminate, in whole or in part, any Benefit Plan which may be in effect from time to time.

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6.8 Notices . All notices, requests and other communications required or permitted hereunder shall be in writing and shall be deemed duly given or delivered (i) when delivered personally, (ii) if transmitted by facsimile when confirmation of transmission is received or by email when receipt of such email is acknowledged by return email, (iii) if sent by registered or certified mail, postage prepaid, return receipt requested, on the third Business Day after mailing or (iv) if sent by private courier when received; and shall be addressed as follows:

A Party may change its address for the purposes of notices hereunder by giving notice to the other Party specifying such changed address in the manner specified in this Section 6.8 .

6.9 Further Assurances . The Parties agree to execute such additional instruments, agreements and documents, and to take such other actions, as may be necessary to effect the purposes of this Agreement.

6.10 Relationship of the Parties . Nothing in this Agreement will constitute the Partnership Entities, GPRE or their respective Affiliates as members of any partnership, joint venture, association, syndicate or other entity.

6.11 Assignment . Neither Party will, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, assign, mortgage, pledge or otherwise convey this Agreement or any of its rights or duties hereunder; provided , however , that either Party may assign or convey this Agreement without the prior written consent of the other Party to an Affiliate. Unless written consent is not required under this Section 6.11 , any attempted or purported assignment, mortgage, pledge or conveyance by a Party without the written consent of the other Party shall be void and of no force and effect. No assignment, mortgage, pledge or other conveyance by a Party shall relieve the Party of any liabilities or obligations under this Agreement.

6.12 Binding Effect . This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

6.13 Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which together shall constitute one and the same Agreement. Each Party may execute this Agreement by signing any such counterpart.

6.14 Time of the Essence . Time is of the essence in the performance of this Agreement.

6.15 Signatories Duly Authorized . Each of the signatories to this Agreement represents that he is duly authorized to execute this Agreement on behalf of the Party for which he is signing, and that such signature is sufficient to bind the Party purportedly represented.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their authorized representatives as of the date first above written.

Signature Page to Operational Services and Secondment Agreement

EXHIBIT A

Partnership Assets

The Partnership Assets consist of all above and below-ground equipment, facilities and improvements owned (in whole or in part) or leased by any Partnership Entities, or with respect to which any of the Partnership Entities have the right and/or obligation to operate and/or maintain, at each of the following locations (including each of the railcar assets):

A-1

Green Plains Ethanol Storage LLC Locations Annex:

87950 Hillcrest Road

Atkinson, NE 68713

49131 US Hwy 20

O’Neill, Nebraska 68763

1441 South Adams Street

Bluffton, IN 46714

214 20th Street

Central City, NE 68826

1125 Bixby Road

Fairmont, MN 56031

1660 428 ^th Street

Lakota, IA 50451

11440 Cemetery Road

Riga, MI 49276 (Physical Address)

1918 McDonald Road

Rives TN 38253

48267 Val-E Road

Ord, NE 68862

24096 - 170th Avenue

Fergus Falls, MN 56537-7518

4124 Airport Road

Shenandoah IA 51601

1495 320 ^th Ave

Superior IA 51363

7874 South 140 ^th Road

Wood River, NE 68883-9300

A-2

Storage Tanks

27 ethanol storage facilities and the real property related thereto at the following locations:

Atkinson, Nebraska

O’Neill, Nebraska

Bluffton, Indiana

Central City, Nebraska

Fairmont, Minnesota

Lakota, Iowa

Obion, Tennessee

Ord, Nebraska

Fergus Falls, Minnesota

Riga, Michigan

Shenandoah, Iowa

Superior, Iowa

Wood River, Nebraska

Railcars

Approximately 2,200 leased railcars

A-3

EXHIBIT B

Services

Operation of the Assets in accordance with prudent industry practice and the directions for product movements given by GP, including but not limited to operation of the assets listed on Exhibit A and other facilities within such operating parameters and specifications as may be in accordance with sound operating practices and applicable laws, operation of meter stations, including calibration of measurement and product analysis equipment and the coordination of product movements as directed.

1. Regulatory: Making all required regulatory and permit filings; monitoring and updating all schedules related thereto; monitoring and advising on EPA and other regulatory impacts; advising management and customers on regulatory matters.

2. Health, Environment, Safety & Security: Make all regulatory contacts, monitor and develop and lead all safety and security programs. Develop and present all safety and security projects.

3. Operations:

B-1

4. Emergency response: Ensure that emergency response plans are in place for each ethanol storage facility, biofuel terminaling facility and railcar line and truck transportation and ensure that employees are trained and ready to response to an incident if needed.

5. Training: Train all new hourly field employees at the training center. Provide continuous training for all field employees at the center. Ensure that all technicians who need to be qualified meet applicable guidelines.

6. Finance & administration: Pay all monthly bills, provide payroll services and monitor Green Plains Operating Company LLC’s usage of company vehicles and equipment. Close the financial books on a monthly basis and provide assistance to Green Plains Partners LP’s financial reporting group on external SEC filings. Provide cost accounting and budgeting services for all of Green Plains Operating Company LLC’s field regions and process departments. Monitor and update all fixed asset records for all companies Green Plains Operating Company LLC operates.

7. Human resources: Work with human resources to assist in understanding and following applicable policies. Assist in hiring services for the hourly field technician work force when needed.

8. Business Operations and Planning: Assist with strategic planning for Green Plains Operating Company LLC. Advise regarding resource allocation for Green Plains Operating Company LLC. Monitor the Green Plains Operating Company LLC capital and expense budget. Work with finance and administration, and other Green Plains Partners LP departments on the preparation and analysis of monthly, quarterly and annual financial and cash flow forecasts. Consulting and advisor services not specified elsewhere.

B-2

Exhibit 10.4

RAIL TRANSPORTATION SERVICES AGREEMENT

THIS RAIL TRANSPORTATION SERVICES AGREEMENT (this “ Agreement ”), is entered into as of the 1st day of July, 2015 (the “ Effective Date ”), by and between Green Plains Logistics LLC (the “ Operator ”) and Green Plains Trade Group LLC (the “ Customer ”). Customer and Operator are sometimes referred to in this Agreement as the “ Parties ” and individually as a “ Party .”

WHEREAS , Operator leases, operates and maintains a railcar based product transportation operation, using a fleet of approximately 2,200 railcars (each such railcar, a “ Railcar ” and all such Railcars, collectively, the “ Railcar Fleet ”).

WHEREAS, Customer desires and has requested that Operator (a) take custody of ethanol, methanol, biodiesel, petroleum or other oil products owned by Customer (the “ Customer Product ”), (b) load Customer Product designated by Customer, (c) transport Customer Product by railcar to designated delivery points, and (d) provide Customer with certain ancillary services with respect to such railcar based transportation operations, and Operator desires to provide, and Customer desires to receive, the Rail Services (as defined herein) for the Customer Product, subject to and upon the terms and conditions in this Agreement.

NOW, THEREFORE , in consideration of the mutual premises of the parties and covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Basic Agreement .

a. Services : Subject to the provisions of this Agreement, Operator’s Nomination and Scheduling Procedures to be mutually agreed by the parties hereto, and rights of all applicable governmental authorities, during the Term, Operator shall provide or cause to be provided the following services with respect to Customer Product, in each case, in accordance with the terms and conditions of this Agreement (collectively, the “ Rail Services ”):

i. Taking custody of Customer Product at one of the loading points described in Exhibit E (each such loading point, a “ Loading Point ” and all of such Loading Points collectively, the “ Loading Points ”) designated by Customer and consistent with the Scheduling Protocols (as defined herein);

ii. Loading, or causing to be loaded into Railcars, at the Loading Points designated by Customer, the volumes of Customer Product designated by Customer;

iii. Utilizing the Railcar Fleet to transport Customer Product identified by Customer to one of the delivery points identified by Customer and agreed to by Operator (each such delivery point, a “ Delivery Point ” and all of such Delivery Points, collectively, the “ Delivery Points ”);

iv. Maintaining, cleaning, repairing, and when necessary, replacing components of each Railcar so that such Railcar can function at a level consistent with Operator’s standards in Section 1(b) (other than as described in Section 3(c)(i) );

v. Performing inspections of and otherwise monitoring each Railcar providing services under this Agreement;

vi. Storing Railcars;

vii. Scheduling the use of each Railcar, including arrivals and departures of each Railcar from the loading point and the actual hauling of Railcars from the loading point to its destination, and obtaining additional Railcars on a spot basis as necessary to perform the Rail Services hereunder;

viii. Managing and tracking the movement of each Railcar providing services under this Agreement, including managing demurrage charges;

ix. Negotiating and maintaining transportation contracts with third-party locomotive and rail track operators, and scheduling and monitoring cross-country travel with such third party locomotive and rail track operators;

x. Obtaining permits, and otherwise satisfying regulatory and other legal requirements of Operator necessary to operate the Railcar Fleet;

xi. Negotiating for and sourcing any leased Railcars; and

xii. Performing administrative and billing services associated with the use of the Railcar Fleet.

b. Services Standard : Operator agrees to lease or own (as applicable) and operate and maintain, or cause to be operated and maintained, at its sole cost, risk and expense, the Railcar Fleet and other facilities necessary to provide the Rail Services contemplated in this Agreement in a good and workmanlike manner in accordance with standards customary in this industry.

c. Commingling : The Parties recognize and agree that Customer Product received by Operator into the Railcar Fleet may be commingled with other product volumes and, subject to Operator’s other obligations herein, (i) such Customer Product shall be subject to such changes in quality, composition and other characteristics as may result from such commingling, and (ii) Operator shall have no other obligation to Customer associated with changes in quality of Customer Product as the result of such commingling.

d. Product Specifications and Quality : Customer agrees to provide Operator a Certificate of Analysis (“ COA ”) that meets the specifications set forth in Exhibit B for all Customer Product delivered to each Loading Point. Customer will be responsible for all fees for the storage and return of any applicable loaded Railcars, as well as any contamination and remediation or removal costs of contaminated Customer Product caused by delivery of any product into tank storage which is identified in any way to be contaminated (“ Off Spec ”).

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e. Minimum Capacity Commitment : During each month of the Term, Operator will provide to Customer the minimum railcar volumetric capacity for such month, measured in gallons, described in Exhibit D (each, the “ Minimum Capacity Commitment ”). Customer shall have the right to deliver the applicable Minimum Capacity Commitment at Loading Points each calendar day during the Term subject to all other terms and conditions in this Agreement. In the event Customer has additional Customer Product available to ship during a month, Customer will notify Operator of the availability of such Customer Product. Operator will use its best efforts to accommodate such additional Customer Product over and above the applicable Minimum Capacity Commitment, and Customer and Operator will negotiate in good faith the terms of providing Rail Services with respect to such additional Customer Product.

f. Reports : Within 10 days after the end of each month, during the Term, Operator shall notify Customer of any decreases in the railcar volumetric capacity that Operator can make available to Customer as a result of the expiration of existing Railcar leases. Upon delivery of such notice, the applicable Minimum Capacity Commitment shall be reduced as reflected on Exhibit D hereto (the “ Adjusted Minimum Capacity Commitment ”).

g. Adjustment of Quantities : A barrel shall consist of forty-two (42) U.S. gallons, and a gallon shall contain two hundred thirty-one (231) cubic inches. All receipts and deliveries will be calculated on the basis of sixty degrees Fahrenheit (60°F), using Table 6B ASTM D- 1250. Operator shall insure that every receipt and delivery has been temperature corrected.

2. Inventory Reporting and Logistics Services : Operator will provide inventory reporting services to the Customer and assist Customer with scheduling and inventory management. Operator shall send Customer’s inventory reports by email daily. It is understood that any emailed report represents the activity of the immediately preceding twenty-four (24) hour period, with the exception of weekends and holidays, which will be sent electronically on the next business day. Customer is responsible for reporting any discrepancies with the reports to Operator in a timely manner.

3. Fees; Charges .

a. Rail Transportation Services :

i. Each month, Customer shall pay to Operator a fee for Rail Services with respect to railcar volumetric capacity provided by Operator in an amount equal to: (i) the Adjusted Minimum Capacity Commitment, stated in gallons, multiplied by (ii) $0.432658 per gallon, divided by (iii) 365, multiplied by (iv) the number of days in the month (the “ Rail Transportation Services Fee ”).

ii. If, during any period all or any portion of the applicable Adjusted Minimum Capacity Commitment is unavailable in accordance with Section 4(b) of this Agreement, Customer’s obligation to pay the Rail Transportation Services Fee will be decreased proportionately with respect to such unavailable portion of the applicable Adjusted Minimum Capacity Commitment, but solely for the period that such portion of the applicable Adjusted Minimum Capacity Commitment is unavailable.

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b. Related Services : Customer is required to use Operator for the Rail Services even if Customer itself (or a third party), rather than Operator, provides the underlying railcar volumetric capacity. Accordingly, each month, Customer shall pay to Operator a fee for applicable Rail Services with respect to railcar volumetric capacity provided by Customer (or a third party) in an amount equal to: (i) such railcar volumetric capacity, stated in gallons, multiplied by (ii) $0.01599 per gallon, divided by (iii) 365, multiplied by (iv) the number of days in the month (the “ Related Services Fee ”).

c. Charges : Customer will reimburse Operator for the following charges incurred by Operator (collectively, the “ Charges ”) to the extent incurred in connection with providing the Services:

i. Changes in Law : Customer acknowledges and agrees to pay all increased costs related to changes in law or any governmental regulations related to the specifications, operation and maintenance of the Railcar Fleet.

ii. Demurrage : Customer acknowledges and agrees to pay all such demurrage charges to Operator incurred in connection with providing the Rail Services; provided, however, Customer shall not be responsible for any demurrage charges due solely to delays in loading or unloading of Customer Product to the extent caused by the gross negligence or willful misconduct of Operator.

iii. Switching and Unloading Fees : Customer acknowledges and agrees that any switching and unloading fees for Railcars will be the responsibility of the Customer.

iv. Third-Party Common Carriers : Customer acknowledges and agrees to pay all fees incurred by Operator under any transportation contract with third-party common carriers in connection with providing the Rail Services.

d. Allocation of Charges : To determine the applicable Charges due to Operator by Customer, Operator shall allocate, pro rata on a volumetric basis, such charges to Customer and any other customers utilizing the Railcar Fleet. In the event regulations are adopted to address concerns related to safety of Railcars that require the replacement or retrofitting of Railcars to comply with such regulations (“ Railcar Safety Regulations ”), Operator shall, in its sole discretion, be permitted to exercise its reasonable judgment to determine either to retrofit or replace a Railcar (the “ Railcar Determination ”). To the extent Customer disagrees with the allocable Charges or the Railcar Determination, then either Party may notify the other of its request to have an industry expert determine such disputed allocable Charges or the Railcar Determination (the Party to give such a notice, the “ Notifying Party ”, and the recipient of such a notice, the “ Notice Receiving Party ”). Upon the receipt of such a request for an industry expert determination from the Notifying Party, the Notifying Party and Notice Receiving Party shall confer in good faith for up to five business days to agree on the selection of an industry expert to determine, to the extent disputed, the allocable Charges or the Railcar Determination. If the Parties are unable to agree upon the selection of an industry expert, each Party shall select an industry expert and the two industry experts so selected will select a Person to serve as the industry expert. Following such selection of an industry expert, each Party shall present to the industry expert a written statement of its position on the allocable Charges or the Railcar

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Determination not later than thirty (30) days after the selection of such industry expert. The decision of the industry expert will be conclusive, binding upon, and non-appealable by the Parties. The costs and expenses of the industry expert shall be shared equally by the Parties.

4. Scheduling; Suspension .

a. Customer shall nominate loading of Customer Product in accordance with the Nomination and Scheduling Procedures mutually agreed to by the parties hereto and the applicable Delivery Points for deliveries of Customer Product as identified by Customer and agreed to by Operator.

b. Suspension : During any period when sufficient volumetric capacity on the Railcar Fleet is unavailable to handle all or any portion of the Adjusted Minimum Capacity Commitment for any reason (other than as a result of actions or inactions by Customer), including, but not limited to unavailability due to necessary maintenance or repairs on the Railcar Fleet, because of the occurrence of a Force Majeure Event or because such unavailability is reasonably necessary (as determined by Operator in its discretion) to avoid injury or harm to persons, property or the environment, or to maintain the integrity of any of the Railcars, then the applicable Adjusted Minimum Capacity Commitment shall be reduced by the volumetric amount of such unavailability, but solely for the duration of such unavailability.

c. Shutdown of Services : Operator shall have the right to curtail or interrupt receipts and deliveries of Customer Product for brief periods to perform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Railcar Fleet; provided, however, that Operator shall use its commercially reasonable efforts to (i) coordinate its maintenance, repair, and modification operations on the Railcar Fleet with the operations of Customer and (ii) schedule maintenance, repair, and modification operations on the Railcar Fleet so as to avoid or minimize, to the greatest extent possible, service curtailments or interruptions of Rail Services. Operator shall provide Customer with thirty (30) days prior notice of any upcoming normal and routine maintenance, repair, and modification projects that Operator has planned that would result in a material curtailment or interruption of Customer’s deliveries of Customer Product and the estimated time period for such curtailment or interruption.

5. Payment .

a. Monthly Fees and Charges : Operator shall, on or before the 10th business day of each month, invoice Customer via email for other fees and charges incurred during the preceding month(s) that have not previously been invoiced, and Customer shall make payment to Operator within five (5) business days following receipt of the invoice via wire transfer or ACH to an account designated by Operator, or check payment to the address designated on such invoice. Customer shall be responsible to pay any bank charges incurred by Customer when remitting funds via wire transfer or ACH. Customer shall advise Operator of the proper address for which to forward invoices, fax information, email or phone numbers for any other contacts Operator may need.

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b. Interest and Other : Customer agrees that an interest charge of 1% per month, or 12% per annum, may be charged on all past due balances, and Customer agrees to pay Operator any and all such accrued interest charges incurred on all past due balances. Customer agrees that Operator shall not be obligated to provide any Rail Services during any period that Customer has failed to pay invoices when due. In the event Customer has a good faith dispute of any portion of an invoice, Customer shall immediately notify Operator in writing and via email of the disputed amount, with a detailed explanation, and shall pay the undisputed portion of such invoice in accordance with the payment terms of this Section. After receipt of notice of a disputed amount, Customer and Operator shall meet to resolve the disputed amount within thirty (30) days of receipt of notice.

c. Liens : Title to the Customer Product shall at all times remain with Customer or its assignees. At all times to the extent permitted by law, Operator shall have all valid and applicable statutory, common law and contractual liens upon all Customer Product at any time loaded on any of the Railcars for the fees and all other charges and costs that are due and payable to Operator by Customer, whether such fees and costs are incident to Customer Product then loaded on any of the Railcars.

6. Definition of Liability .

a. Possession and Control : Subject to Operator’s rights under Section 5(c) , title to Customer Product shall always remain with Customer. However, the Railcars shall be deemed to obtain physical custody and control of Customer Product at the time of loading of Customer Product to a Railcar at the applicable Loading Point(s), and shall retain such physical custody and control of Customer Product until Operator delivers such Customer Product to the applicable Delivery Point(s). Operator shall not be liable in any way for Customer Product not in its custody and control.

b. Product Gains/Losses : With respect to Customer Product, normal evaporation and handling losses will not exceed five-tenths percent (0.5%) (the “ Evaporation Threshold ”). Operator shall not be liable for normal evaporation and handling losses not in excess of the Evaporation Threshold. Customer Product gains and losses will be analyzed at the end of each month and reconciled at the end of each calendar year at minimum.

c. Delivery of Contaminated Product : Operator shall immediately notify Customer if any Customer Product loaded on a Railcar is identified as Off Spec or otherwise unsuitable for storage, handling, or transport (“ Off Spec Product ”). Operator shall be required to load, offload, or otherwise handle such Off Spec Product upon Customer’s request. Customer shall be responsible for any and all costs of removal and replacement of Off Spec Product (including removal from storage) including Railcars, trucks, or equipment containing such Customer Product or utilized for load out of Customer Product, to include any subsequent commingled Customer Product that becomes Off Spec as a result, as quickly as reasonably feasible following Customer’s knowledge of such contaminated Customer Product being delivered to a Loading Point. Any contaminated product not removed within 120 hours of notification by Operator to Customer, shall incur a charge of $50.00 per day until such time any Railcar is emptied and considered suitable for subsequent product delivery and operation.

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d. Insurance and Liability : Each of the parties agrees to maintain commercial general liability insurance and other insurance coverage as reflected in Exhibit A of this Agreement with insurance companies licensed to do business in each State through which the Railcars shall pass. Customer acknowledges and understands that the limits and any other requirements in Exhibit A are subject to change by Operator at any time and Operator will provide timely notice of any changes to Customer and third parties. Neither party shall be responsible to the other for any loss covered by the aforesaid insurance. Customer shall be responsible for obtaining additional insured certificates from its customer’s and hauler’s insurance carriers naming Operator as an additional insured. Customer acknowledges that all insurance requirements of the Operator must be complied with at all times. Each party agrees to indemnify and hold the other party, (including its agents and employees) harmless from and against all claims, fines, penalties, losses, costs, attorneys lees, judgments, and damages for personal injuries and property damage, including claims for strict liability, which occur or arise from the negligence or willful act or omission of such party, their agents, employees, representatives or contractors (each a “ Loss ” and collectively, the “ Losses ”). Neither party shall be liable to the other party for indirect, incidental, consequential, exemplary, punitive, special or speculative damages for any failure to perform or for the manner of performance, including without limitation lost profits or savings, even if the other party has been advised of the possible existence of such losses. In the event Customer and Operator, or their respective employees, agents, representatives or contractors, are concurrently or jointly liable for Losses indemnifiable under this Agreement, the indemnification provided by each party to the other under this Agreement shall be proportionate to the percentage of the Loss attributable to that party’s (or its employee’s, agent’s, representative’s or contractor’s) negligence.

For the avoidance of doubt, Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for loss or damage occasioned by Customer’s delivery of any Off Spec Product, as more specifically set forth in Section 6(c) of this Agreement.

e. Compliance with Law : Customer represents to Operator that the Customer Product contemplated to be transported pursuant to this Agreement is not derived or manufactured from crude petroleum or gas that was produced or withdrawn from storage in violation of any federal, state or other governmental law, or in violation of any rule, regulation or order promulgated by any governmental agency having, or presuming to have, jurisdiction over the Railcar Fleet. Each party certifies that their respective trucks, tanks and other equipment operated by them under this Agreement are constructed, operated, and maintained in accordance with applicable legal requirements of all federal, state and local authorities having jurisdiction. Customer shall comply with all applicable laws and shall be responsible for obtaining all governmental permits, licenses and approvals, and satisfying all formalities which may be necessary to manufacture and transport Customer Product, or otherwise in connection with this Agreement. Operator shall comply with all applicable laws and shall be responsible for obtaining all governmental permits, licenses and approvals, and satisfying all formalities which may be necessary to receive, transport and deliver the Customer Product, or otherwise in connection with this Agreement.

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7. Taxes . Customer shall be responsible for paying (or reimbursing Operator for) all taxes (other than income taxes, gross receipt taxes, and similar taxes) that Operator incurs on Customer’s behalf for the services Operator provides to Customer under this Agreement.

8. Title . Except as provided in Section 5(c) , Operator shall not acquire any right, title or interest in the Customer Product delivered to Operator pursuant to this Agreement and all title and ownership or such Customer Product shall remain exclusively with Customer or Customer’s customer. Except as provided in Section 5(c) , Operator shall not represent itself to any third party as the owner of any of Customer Product and shall hold Customer Product in trust for Customer.

9. Term . The initial term, of this Agreement shall begin on the Effective Date and shall continue for a period of six (6) years (the “ Initial Term ”) and shall automatically renew for successive twelve (12) month terms thereafter (each such term, a “ Renewal Term ” and all Renewal Terms, together with the Initial Term, the “ Term ”) until terminated by either party by providing 360 days written notice of such termination to the other party.

10. Termination . This Agreement may be terminated by mutual agreement of both parties prior to the end of the Initial Term or any Renewal Term. Without prejudice to any other right or remedy, and except for Customer’s payment obligations under this Agreement, the occurrence and continuation of any of the following events with respect to a party (the “ Defaulting Party ”) shall constitute good cause for immediate termination of this Agreement by the other party (the “ Non-Defaulting Party ”) upon written notice to the Defaulting Party: (i) the failure of the Defaulting Party to carry out any material term or provision of this Agreement for a period of thirty (30) days after written notice specifying such failure has been given by the Non-Defaulting Party, (ii) the failure of the Defaulting Party to pay any amount due to the other party under this Agreement, and such failure is not remedied within thirty (30) days of written notice from the Non-Defaulting Party, or (iii) the Defaulting Party shall (A) become bankrupt or insolvent, however evidenced, or be unable to pay its debts as they fall due, (B) file a petition or otherwise commence a proceeding under any bankruptcy, insolvency, reorganization or other similar law, or have any such petition filed or proceeding commenced against it, or (C) have a liquidator, administrator, conservator, receiver or trustee appointed with respect to it or any substantial portion of its property or assets, which remains undismissed or stayed for a period of sixty (60) consecutive days.

11. Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, mailed first class mail (postage prepaid), sent by reputable overnight courier service (charges prepaid), sent by electronic email, or sent by facsimile transmission to the parties at the address set forth below, or at such address or to the attention of such other person as either party has specified by prior written notice to the other party. Notices shall be deemed to have been given hereunder when delivered personally, by electronic mail (provided that a copy of a notice delivered by electronic mail is also deposited with an overnight courier for delivery to the addressee on the following business day), three (3) days after deposit in the U.S. mail, one (1) day after deposit with a reputable overnight courier service (charges prepaid) and upon machine generated acknowledgment when sent by facsimile. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday, the time period shall automatically be extended to the first business day immediately following such Saturday, Sunday or legal holiday. The addresses of the parties are:

If to Operator:

Green Plains Logistics LLC

450 Regency Parkway, Suite 400

Omaha, Nebraska 68114

Attention: General Counsel

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If to Customer:

Green Plains Trade Group LLC

450 Regency Parkway, Suite 400

Omaha, Nebraska 68114

Attention: General Counsel

12. Force Majeure . If either party is rendered unable, wholly or in part, by reason of Force Majeure, to perform or comply with any obligation or condition of such party under this Agreement (a “ Force Majeure Event ”), upon giving prompt notice to the other party (such notice being not more than thirty (30) days subsequent to the Force Majeure Event), such obligation or condition shall be suspended during the continuance of the inability so caused and such party shall be relieved of any liability during such period; provided, however , that such party shall use diligent efforts to end the failure or delay of its performance or compliance with any obligation or condition of this Agreement and ensure the effects of such Force Majeure Event are mitigated. Such party shall resume the performance of its suspended obligations as soon as reasonably practicable after the conclusion of the Force Majeure Event. For purposes of this Agreement, the term “ Force Majeure ” shall include: federal, state, county, or municipal orders, rules, legislation, or regulations; a party’s compliance with any orders of any governmental authority or persons purporting to act therefor; or when the supply of Product or any facility of production, manufacture/storage, transportation, distribution, or delivery contemplated by either party, is interrupted, unavailable and/or inadequate because of acts of God, acts of war or the public enemy, terrorist attacks, strikes, lockouts, or other disturbances, riots, hurricanes, floods, fires, explosion, or destruction (including those related to third-party carriers) from any involuntary cause of any character, either similar or dissimilar to the foregoing, reasonably beyond the control of the party failing to perform; provided, however , that (i) failure to pay any sums due hereunder, (ii) the adoption of regulations that require the retrofitting or replacement of railcars, (iii) the repeal of government usage mandates for ethanol or (iv) insufficiency of ethanol product supply available to Customer shall not constitute an event of Force Majeure.

13. Customer Guarantee . Concurrently with the execution of this Agreement, Customer shall deliver to Operator a guarantee from Green Plains Inc. in substantially the form attached hereto as Exhibit C (the “ Customer Guarantee ”).

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14. Non-Exclusive License for Use of Track and Property . Prior to the execution of this Agreement, Customer (or its affiliate) and Operator shall have entered into a non-exclusive license in substantially the form attached hereto as Exhibit F (the “ Non-Exclusive License for Use of Track and Property ”) for the use by Operator of rail tracks and equipment owned by Green Plains Inc. or its affiliates.

15. Third Parties . Nothing contained herein, express or implied, is intended to confer upon any person, other than the parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement.

16. Amendment and Waiver . Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against either party unless such modification, amendment or waiver is approved in writing and countersigned by each party hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. The addition of any person as a party to this Agreement shall not constitute a modification or amendment to any provision of this Agreement.

17. Assignability; Change of Control .

a. This Agreement shall not be assignable by either party without the written consent of the other party hereto, except that either party may assign this Agreement to an affiliate company, its financial institution as collateral security for money borrowed, or to any successor in the event of a merger, consolidation, reorganization or the sale of all or substantially all of its assets.

b. For the avoidance of doubt, Customer’s obligations hereunder shall not terminate if Green Plains Inc. ceases to control the general partner of Green Plains Partners LP.

18. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability at’ any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

19. Entire Agreement . Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

20. Counterparts . This Agreement may be executed in separate counterparts (including by manual telecopied signature pages or by email in portable document format (“ PDF ”)), each of which shall be an original and all of which taken together shall constitute one and the same

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agreement. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of facsimile machine or by email in PDF, will be treated in all manners and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto will re-execute original forms thereof and deliver them to the other party. No party hereto or to any such agreement or instrument will raise the use of a facsimile machine or by email in PDF to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or by email in PDF as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

21. Remedies . The parties shall be entitled to enforce their rights under this Agreement specifically, to recover damages in accordance with this Agreement by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the parties may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief to enforce or prevent any violation of the provisions of this Agreement. If a bond is required, the parties agree that a bond not to exceed $1,000 shall be adequate in all respect to protect the interests of the parties.

22. Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

23. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska.

24. No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

25. Counsel . The Parties hereto each state that they have read this Agreement carefully, that they have consulted with legal counsel regarding the terms and provisions of this Agreement (or have had the opportunity to consult with legal counsel and chosen not to do so), and that they have relied solely upon their own judgment without the influence of anyone in entering into this Agreement.

26. Independent Contractors . Operator and Customer are independent contractors, and nothing contained within this Agreement shall be construed to constitute Operator and Customer as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. Operator and Customer specifically agree that it is not authorized to make any contract, agreement, warranty or representation on behalf of the other party or to create any obligation, whether express or implied, on behalf of the other party.

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27. Arbitration : The parties agree that any dispute or claim that is not settled by the parties shall be arbitrated in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be by a single arbitrator selected by Customer and Operator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held in such place as may be specified by the arbitrator (or any place agreed to by Customer, Operator and the arbitrator). The decision or the arbitrator shall be final and binding as to any matters submitted. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1 through 16, and judgment upon the award of the arbitrator may be entered by any court having jurisdiction thereof. All costs and expenses incurred in connection with, any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs and expenses. Each party shall bear the expense of deposits and advances required by the arbitrator in equal proportions, but either party may advance such amounts, subject to recovery as an addition or offset to any award. For the avoidance of doubt, the monetary recovery owed to the prevailing party to the arbitration proceeding shall include reimbursement of such advances. Upon the conclusion of any arbitration proceedings hereunder, the arbitrator shall be instructed to render a final reasoned written arbitration award setting forth the basis and reasons for any decision reached (the “ Final Award ”) and shall be instructed to deliver a signed copy of the Final Award to Customer and Operator. The Final Award shall constitute a conclusive determination of all issues in question, binding upon the parties, and shall include an affirmative statement to such effect. The arbitrator chosen in accordance with these provisions shall not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement.

28. Confidentiality and Nondisclosure : Each of the Parties agrees to keep confidential and not to disclose (and shall make all reasonable efforts to cause its officers, directors, employees, agents, and attorneys to keep confidential and not to disclose) the terms and details contained herein within this Agreement, and the discussions and negotiations leading up to or relating to the preparation and execution of this Agreement, except as required by law, including Federal securities law, or by any court, administrative or governmental entity.

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first above written.

Signature Page to Rail Transportation Services Agreement

EXHIBIT A

Insurance Requirements (subject to change at Operator’s sole discretion)

Property Damage: Operator provided coverage: Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for loss or damage occasioned by Customer’s delivery of any contaminated Product, as more specifically set forth in Section 6(c) of this Agreement.

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EXHIBIT B

Product Quality Testing and Specifications

Customer shall not deliver Product not fully meeting the Ethanol Specifications of the current ASTM D4806, as listed below. Operator shall have the final decision on whether Product complies with the Specifications and shall have the unilateral right to reject Product not meeting the Specifications from being delivered to any Delivery Point. The Product in each Railcar shall be tested by the applicable terminal for specific gravity and clarity. Any Railcar not meeting the quality assurance requirements shall not be unloaded. The Operator shall notify the Customer of such Off Spec Railcar and Customer shall be responsible to schedule such Off Spec Railcar with the Railroad for departure from the applicable terminal as quickly as is reasonably feasible following Customer’s knowledge of such Off Spec Product being presented at a terminal. Coordination of this testing and payment of the associated costs of testing shall be by the Operator.

Prior to the commencement of delivery of Product from any storage tank at a terminal to trucks for a Customer, following the receipt of additional Product inventory into such tank, the storage tank inventory will be sampled, tested, and a certificate of compliance (a “ COC ”) issued. Additionally, any tank that has not already been certified due to the normal course of business during each month will be sampled, tested and a new COC issued at the end of each month (“ Oversight Testing ”). Copies of such COC(s) will be made available to the Customer, upon request, and a copy of the most recent COC will also be made available by each terminal to accompany each truck when loaded at the applicable terminal truck rack. The coordination of the testing and issuance of COC’s for the storage tanks will be arranged by Operator. Operator will make every reasonable effort to manage the inbound and outbound movements to and from the commingled storage tanks at each terminal so as to minimize the number of times the tanks have to be recertified. Except for the Oversight Testing, the associated costs for certification of the ethanol storage tanks per this paragraph will be accumulated monthly and billed to the Customers at cost, prorated according to their percentage of Product shipped into the terminals for that month. Operator will pay for the cost of Oversight Testing.

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Notes to Product Specifications

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EXHIBIT C

FORM OF CUSTOMER GUARANTEE

GUARANTY

In consideration of Green Plains Logistics LLC (“ Beneficiary ”) agreeing at the request of Green Plains Inc., 450 Regency Parkway, Suite 400, Omaha, Nebraska 68114 (“ Guarantor ”) to enter into and execute that certain Rail Transportation Services Agreement, dated , 2015 (the “ Agreement ”) with Green Plains Trade Group LLC (“ Obligor ”), Guarantor does hereby guarantee to Beneficiary, irrevocably and unconditionally, except as set forth in this Guaranty, the payment, upon Beneficiary’s demand, by Obligor of all obligations of Obligor to Beneficiary under the Agreement, whether now in existence or hereafter arising (the “ Guaranteed Obligation ”).

Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation to which it may apply, and, except as provided in this Guaranty, waives presentment, demand for payment, protest, notice of dishonor, non-payment or non-performance of any such obligation, suit or the taking of other action by Beneficiary against, and any other notice to, Obligor, Guarantor or others.

Beneficiary may at any time and from time to time without notice or consent of Guarantor (a) agree with Obligor to make any change in, or amend, the terms of any Guaranteed Obligation, (b) take or fail to take any action in respect of any security for any Guaranteed Obligation, (c) exercise or refrain from exercising any rights against Obligor or others under the Agreement, or (d) compromise or subordinate any Guaranteed Obligation, including any security therefor, with the assurance that the obligation of Guarantor to Beneficiary will not be impaired or compromised beyond that which is ultimately agreed to between Beneficiary and Obligor.

This guaranty shall continue in full force and effect until the date of termination of the Guaranteed Obligation. It is understood, however, that notwithstanding any such expiration or termination taking effect, this Guaranty shall continue in full force and effect with respect to any Guaranteed Obligation guaranteed hereunder which have been incurred, arise or otherwise relate to any period prior to such expiration or termination becoming effective. Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time the payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be reinstated or returned due to bankruptcy or insolvency laws or otherwise.

This Guaranty is one of payment and not one of collection. Beneficiary may make written demand directly on Guarantor for such payment upon default by Obligor of any Guaranteed Obligation. In addition, Guarantor, upon demand, will reimburse Beneficiary for reasonable attorney fees necessarily incurred by Beneficiary in collection of payments or enforcement of performance hereunder. Except as to applicable statutes of limitation, delay by Beneficiary in making demand will not alter Guarantor’s obligation under this Guaranty and Beneficiary will not be required to exhaust any remedies it may have against Obligor.

Notices and demands are to be made (i) via personal delivery, express courier or certified mail, postage prepaid and return receipt requested, with such method of delivery effective upon

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receipt, or (ii) via electronic mail, with such method of delivery effective upon confirmation of receipt (but only if followed by transmittal by personal delivery or express courier for delivery on the next business day). Any notice to Guarantor or demand on Guarantor must be made to the following address, to the attention of General Counsel; Green Plains Inc., 450 Regency Parkway, Suite 400, Omaha, Nebraska, 68114, michelle.mapes@gpreinc.com.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF NEBRASKA WITHOUT REGARD TO ANY CONFLICT OF LAWS DOCTRINE WHICH WOULD APPLY THE LAWS OF ANOTHER JURISDICTION. GUARANTOR HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEBRASKA AND TO FEDERAL COURTS LOCATED WITHIN THE COUNTY OF DOUGLAS IN THE CITY OF OMAHA.

EACH OF GUARANTOR AND BENEFICIARY HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH OF GUARANTOR AND BENEFICIARY (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT GUARANTOR AND BENEFICIARY, AS APPLICABLE, HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

No term of provision of this Guaranty may be waived, amended, supplemented or otherwise modified except in a writing signed by Guarantor and Beneficiary.

This Guaranty embodies the entire terms of the guaranty of payment by Guarantor to Beneficiary for the Guaranteed Obligation, superseding any related prior understandings or agreements.

This Guaranty is executed effective as of                 , 2015.

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EXHIBIT E

LOADING POINTS

O’Neill, Nebraska

Bluffton, Indiana

Central City, Nebraska

Fairmont, Minnesota

Lakota, Iowa

Obion, Tennessee

Ord, Nebraska

Otter Tail, Minnesota

Riga, Michigan

Shenandoah, Iowa

Superior, Iowa

Wood River, Nebraska

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EXHIBIT F

NON-EXCLUSIVE LICENSE FOR THE USE OF TRACK AND PROPERTY

THIS LICENSE dated as of this      day of             , 2015 between GREEN PLAINS             , a Delaware limited liability company, 450 Regency Parkway, Suite 400, Omaha, NE 68114 (“Licensor”), and Green Plains Partners LP, a Delaware limited partnership, and its wholly owned subsidiaries, 450 Regency Parkway, Suite 400, Omaha, NE 68114 (“Licensee”).

For and in consideration of the mutual benefits and obligations set forth in this License, the Parties agree to be bound as follows:

Licensor hereby permits the non-exclusive use to Licensee of a portion of railroad track (“Track”) at Licensor’s facility (“Property”) (sometimes collectively referred to as the “Licensed Premises”) located in the City of             ,          County,      [state], as more particularly described in Exhibit A to this License.

The initial term of this License (“License Term”) shall commence at 12:01 a.m. on (“Commencement Date”) and shall last for a period of six years ending at 11:59 a.m. on the date immediately preceding the sixth anniversary date of the Commencement date (“Termination Date”.) The License Term will thereafter automatically renew for successive one year terms unless earlier terminated by either party with three hundred sixty (360) days written notice.

Green Plains [Plant] LLC

450 Regency Parkway, Suite 400

Omaha, NE 68114

or to such other address as Licensor may indicate by written notice to Licensee in accordance with the terms of this License.

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Licensor is responsible for the payment of real estate property taxes for the Licensed Premises. Licensee is responsible for all other taxes and assessments (as presently charged or amended in the future) associated with its Use of the Licensed Premises. Licensee shall keep the Licensed Premises free and clear of any liens or judgments for unpaid taxes and assessments for which Licensee is responsible.

Licensee, at its sole cost and expense (including fees for permits and similar documents), shall obtain all utility services required or desired by Licensee. Licensee shall be responsible for all charges for utilities consumed by, and directly supplied to, Licensee by the provider thereof. To the extent any existing utility services on the Licensed Premises are used by Licensee with Licensor’s prior, written consent, and are not separately metered or billed to Licensee, Licensee shall pay a reasonable proportion of the cost of the utility services.

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Licensee shall not place any sign, advertising, or improvements on the Licensed Premises without the prior written consent of Licensor. If Licensee fails to remove improvements and other property of Licensee and of any other party following License termination or expiration, Licensor may elect to retain such improvements or property, or enter the Licensed Premises and raze or remove same and Licensee hereby waives any claim or right of action with respect thereto. Licensee shall pay Licensor all of Licensor’s costs related to such razing or removal, including without limitation storage and transportation. Licensee shall indemnify, defend and save harmless Licensor from and against any claim or action by any party brought or asserted against Licensor with respect to such retention, razing, or removal.

Licensee shall not assign, license or transfer any portion of Licensee’s interest in this License or the Licensed Premises other than to an affiliate without the prior written consent of Licensor, and any attempt to do so without such consent shall render same null and void. Such consent by Licensor shall not be unreasonably withheld. Licensee shall not permit any security interest in any third party to attach to the Licensed Premises or any part thereof, or any improvements or any personal property now or hereafter placed or kept thereon, without the prior written consent of Licensor, and any attempt to do so without such consent shall render same null and void.

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F-7

Subject to Licensee’s right to recover from Licensor an amount equal to the depreciated value of the improvements that were placed on the Licensed Premises by Licensee with Licensor’s consent, if all or any part of the Licensed Premises shall be acquired or taken under eminent domain proceedings, or transferred to a public authority in lieu of such proceedings, Licensor may terminate this License as of the date when possession is taken. Subject to the above, all damages awarded for such taking shall belong to and be the property of Licensor and Licensee shall have no claim against Licensor by reason of such taking or termination and shall not have any claim or right to any portion of the amount that may be awarded or paid to Licensor as a result of any such taking. In addition to the above, Licensee may make claims against the condemning authority for moving expenses, loss of fixtures, or other matters which do not affect the award otherwise payable to Licensor so long as such claim does not reduce the award otherwise payable to Licensor.

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If, at the date fixed as the Commencement Date or at any time during the License Term, there shall be filed by or against Licensee in any court, pursuant to any statute either of the United States or of any state, a petition in bankruptcy, or there shall be commenced a case by or against Licensee under the Bankruptcy Code, or a petition filed in insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Licensee’s property (all the hereinabove collectively referred to as a “Bankruptcy Default”), Licensor may terminate this License in which event neither Licensee nor any person claiming through or under Licensee by virtue of any statute or of an order of any court shall be entitled to possession or to remain in possession of the Licensed Premises, and shall immediately surrender the Licensed Premises to Licensor. Licensor, in addition to the other rights and remedies Licensor has by virtue of any other provision contained herein or elsewhere in this License or by virtue of any statute or rule of law, may retain as liquidated damages any rent, security, deposit, or monies received by it from Licensee or others on behalf of Licensee.

Licensor shall not be responsible for any loss or damage sustained by Licensee in consequence of any temporary elimination of the Track, or service thereover, due to circumstances beyond Licensor’s reasonable control. However, the payment of any Rent will be prorated for the period of time the Track is out of service or service has been suspended under this section 17.

The waiver by Licensor of any breach by Licensee of any term, covenant, obligation or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or a waiver of any other term, covenant, obligation or condition herein contained. The subsequent acceptance by Licensor of any Rent due hereunder or any or all other monetary obligations of Licensee hereunder, shall not be deemed to be a waiver of any preceding breach by Licensee, of any term, covenant, obligation or condition of this License, other than the failure of Licensee to make the particular payment so accepted, regardless of Licensor’s knowledge of such preceding breach at the time of acceptance of such Rent. No covenant, term, obligation or condition of this License shall be deemed to have been waived by Licensor, unless such waiver is in a notice to Licensee executed by Licensor.

Every notice, approval, consent, or other communication desired or required under this License shall be effective only if the same shall be in writing and sent postage prepaid by United States registered or certified mail (or a similar mail service available at the time), directed to the other party at its address set forth below, or such other address as either party may designate by notice given from time to time in accordance with this Section.

Licensor:

Green Plains [Plant] LLC

450 Regency Parkway, Suite 400,

Omaha, NE 68114

Attn: General Counsel

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Licensee:

Green Plains Ethanol Storage LLC

450 Regency Parkway, Suite 400,

Omaha, NE 68114

With copy to:

General Counsel,

Green Plains Partners LP

450 Regency Parkway, Suite 400,

Omaha, NE 68114

The covenants and agreements herein contained shall inure to the benefit of and be binding upon the successors, heirs, personal representatives, and assigns of the parties hereto, subject, however, to the provisions of Section 10 of this License.

Nothing herein contained shall imply or import a covenant on the part of Licensor for quiet enjoyment.

The entire agreement between Licensor and Licensee is set forth in this License and there are no understandings, agreements, or representations of any kind between the parties, verbal or otherwise, other than as set forth in this License. No change or modification of any of the covenants, terms or provisions hereof shall be valid unless in writing and signed by the parties hereto.

The heading of each section of this License is for convenience only and it shall not affect any construction or interpretation of this License.

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Licensor shall have the right to enter the Licensed Premises at reasonable hours in the day or night to examine and inspect the Licensed Premises, make such repairs, additions or alterations as it may deem necessary for the safety, preservation or restoration of the Licensed Premises and the improvements, if any, located thereon (there being no obligation, however, on the part of Licensor to make any such inspections, repairs, additions or alterations), or to exhibit the Licensed Premises to prospective purchasers.

In the event any mechanics’ lien is filed against the Licensed Premises as a result of alterations, additions or improvements made by Licensee, Licensor, at its option, upon thirty (30) days notice to Licensee, may terminate this License and may pay said lien, without inquiring into the validity thereof, and Licensee shall forthwith reimburse Licensor the total expense incurred by Licensor in discharging said lien; provided however, that Licensor may not terminate this License if Licensee contests any such mechanics’ lien and provides a bond or other assurance for the satisfaction of said lien pending the resolution of Licensee’s contest.

Licensee shall not record this License without the prior consent of Licensor.

If any term, covenant, obligation or condition of this License or the application thereof to any person or circumstance shall be held invalid or unenforceable to any extent by a final judgment or award which shall not be subject to change by appeal, then the remainder of this License or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term, covenant and condition of this License shall be valid and be enforced to the fullest extent permitted by law. Furthermore, each covenant, agreement, obligation and other provision of this License is and shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, and not dependent on any other provision of this License unless expressly so provided.

Should Licensee hold over in possession of the Licensed Premises or any portion thereof after the expiration of the License Term or sooner termination as provided by this License without the execution of a new License agreement or renewal agreement, Licensee, at the option of Licensor, shall be deemed to be occupying the entire Licensed Premises from month to month, subject to such occupancy being terminated by either party upon thirty (30) days notice to the other party, at a monthly rental equal to 200% of Rent due for the month immediately preceding the termination of this License, and otherwise subject to all the other terms, covenants, obligations and conditions of this License insofar as the same may be applicable to a month to month tenancy, including the payment of all Additional Rent as defined in this License. The acceptance of rent by Licensor shall not be evidence that Licensor has exercised its option to treat Licensee as a holdover tenant pursuant to the option set forth above.

Nothing contained in this License shall be construed as to confer upon any other party the rights of a third party beneficiary.

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This License and the rights and obligations of the parties hereunder shall be construed in accordance with the laws of the State of Nebraska, and the Parties hereby agree to venue in Douglas County, Nebraska.

Any covenant, obligation or liability which arose, may have arisen or was incurred by either party hereto prior to the termination of this License shall survive the termination of this License.

As used in this License, the terms “Licensor,” “Licensee” and “party” shall include the subsidiaries, affiliates, directors, officers, agents and employees of Licensor and Licensee.

The provisions typed on this page, and/or the following pages, and any exhibit or addendum to this License shall be deemed a part hereof.

Subject to the terms and conditions of this License and specifically excluding the obligation to pay Rent as provided for herein, if an event of force majeure has occurred, the non-performing party shall be excused from further performance or observance of its obligations under this License which are so affected for as long as such circumstances prevail and such party continues to use its reasonable efforts to recommence performance or observance as soon as possible and to whatever extent possible without delay. The non-performing party shall immediately notify the party to whom performance is due and describe at a reasonable level of detail the circumstances causing such delay.

IN WITNESS WHEREOF , the parties have executed this License as of the date first set forth above.

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EXHIBIT A

LICENSED PREMISES

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EXHIBIT B

RENT ESCALATOR

At the end of each year, effective on the anniversary date of execution of License agreement, rent rate of Licensed Premises shall increase by 1% of the amount paid the year previous.

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Exhibit 10.5

ETHANOL STORAGE AND THROUGHPUT AGREEMENT

THIS ETHANOL STORAGE AND THROUGHPUT AGREEMENT (this “ Agreement ”), is entered into as of the 1st day of July, 2015 (the “ Effective Date ”), by and between Green Plains Ethanol Storage LLC (the “ Operator ”) and Green Plains Trade Group LLC (the “ Customer ”).

WHEREAS , Operator owns, operates and maintains 12 ethanol storage terminals as described on Exhibit G (each such terminal, a “ Terminal ” and collectively, the “ Terminals ”) which provide handling storage and throughput of denatured, fuel grade ethanol and have an aggregate shell capacity of 26.6 million gallons, which allows Operator to (a) receive deliveries of ethanol from various receipt point(s) from Customer’s Ethanol Production Facilities (as defined herein), (b) to store ethanol, (c) redeliver and load ethanol at various loading and/or delivery point(s), and (d) redeliver ethanol via pipeline to various other delivery points;

WHEREAS , Customer desires that Operator provide handling, storage and throughputting of Customer’s denatured, fuel grade ethanol (the “ Product ”) produced by each of Customer’s ethanol production facilities as described in Exhibit H (each such facility, an “ Ethanol Production Facility ” and collectively, the “ Ethanol Production Facilities ”), upon the terms and conditions set forth herein; and

WHEREAS , Operator desires to provide Customer such services for handling, storage and throughput of the Product at the Terminals upon the terms and condition set forth herein;

NOW, THEREFORE , in consideration of the mutual premises of the parties and covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Basic Agreement .

a. Services : Subject to the provisions of this Agreement and rights of all applicable governmental authorities, during the Term (as defined herein), Operator agrees to provide to Customer at the Terminals, subject to (i) the Nomination and Scheduling Procedures as described in Exhibit C , and (ii) the Minimum Throughput Capacity (as defined herein), shared access to tankage for the commingled storage of Customer’s Product, together with rail car and truck loading access, as required, for the throughput of Customer’s Product, the following services (collectively, the “ Throughput Services ”):

i. The receipt of Customer Product in an aggregate amount of up to the Minimum Throughput Capacity per calendar quarter, such amount to be allocated among each Terminal as described in Exhibit G ;

ii. The operational storage of Customer’s Product in the capacities for each storage tank as described in Exhibit G ;

iii. The redelivery of Customer’s Product in amounts nominated up to the Minimum Throughput Capacity per calendar quarter, such amount to be allocated among each Terminal as described in Exhibit G ;

iv. The metering of receipts and deliveries of Customer’s Product, as needed;

v. Scheduling deliveries into and out of the Terminals;

vi. Controlling access to the Terminals;

vii. Maintaining, cleaning, repairing, and when necessary, replacing components of the Terminals so that they can function at a level consistent with industry standards;

viii. Performing inspections and otherwise monitoring the equipment in service at the Terminals; and

ix. Performing administrative and billing services associated with the use of the Terminals.

The Throughput Services may be provided by Operator or any of Operator’s subsidiaries.

b. Equipment : Operator shall maintain or arrange to have maintained in good order and repair the storage capacity at the Terminals described in Exhibit G , reasonable wear and tear accepted, including but not limited to pipelines, pumps, pumping equipment and any related equipment to be used for the receipt, storage, handling and transfer of the Product delivered by Customer to the Terminals. Operator agrees to provide all meters and equipment required to provide the Throughput Services.

c. Services Standard : Operator agrees to provide, operate and maintain at its sole cost, risk and expense, the Terminals and other facilities necessary to provide the Throughput Services contemplated in this Agreement in a good and workmanlike manner in accordance with standards customary in this industry, including those specified in Section 1(a) .

d. Commingled Storage : Operator shall provide sufficient commingled space to allow throughput of the Minimum Throughput Capacity in a timely and ratable manner. Customer acknowledges that its Product may be commingled within the storage tanks at each Terminal with product of other customers, which shall be in compliance with the specifications set forth in Exhibit B .

e. Product Specifications and Quality : Customer agrees to provide Operator a Certificate of Analysis (“ COA ”) for all of Customer’s Product delivered to each Terminal which meets the specifications set forth in Exhibit B . Customer will be responsible for any contamination and remediation or removal costs of contaminated product caused by delivery of any product into tank storage which is identified in any way to be contaminated (“ Off Spec ”). Any product determined to be Off Spec due to Sulfates, or for any other reason not in compliance with ASTM 1-4806 current standards, will be considered contaminated product and treated in accordance with Section 8 .

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f. Minimum Throughput Capacity : Operator will provide an aggregate throughput capacity at the Terminals for Customer each calendar quarter in the amount of two hundred and fifty million (250,000,000) U.S. gallons (the “ Minimum Throughput Capacity ”), such volumes to be allocated among each of the Terminals as described in Exhibit G (each Terminal’s allocated portion, the “ Specified Terminal Throughput Capacity ”). Customer will exclusively deliver to the Terminals all of the ethanol produced by the Ethanol Production Facilities; provided, however, this obligation shall not prevent Customer from delivering up to a maximum of 2% of alcohol and non-transportation fuels to other terminal facilities. Customer shall have the right to deliver up to the Minimum Throughput Capacity (on a system-wide basis) to the Terminals each calendar month during the term subject to all other terms and conditions in this Agreement, on a take-or-pay basis. Customer may have additional Product available to ship during a calendar quarter and will notify Operator of such Product availability using the Nomination and Scheduling Procedures set forth in Exhibit B . Operator will use its best efforts to accommodate additional Product at a Terminal over and above the Specified Terminal Throughput Capacity; provided, however, that if the storage capacity at any of the Terminals is insufficient to maintain storage for at least six days of the expected production of the Customer’s Ethanol Production Facility adjacent to such Terminal, Customer and Operator will negotiate the terms of providing service above such level, including the potential construction of additional capacity.

g. Tank Bottoms : Customer may be required to carry a pro rata amount of Product inventory at the Terminals in tank bottoms, based on Customer’s pro rata share of throughput capacity, that is not available for lifting during the Term of this Agreement. The total volume of tank bottoms at each Terminal is the number of gallons for each Terminal as described in Exhibit G . At the termination of this Agreement, Customer’s pro-rata share of such tank bottoms shall be returned to Customer for final lifting from the applicable Terminal.

h. Third Party Services : Customer shall not assign its rights to Throughput Services to third parties or otherwise deliver Product for third parties at the Terminals unless written approval for such activity is obtained in advance from Operator, which shall not be unreasonably withheld. This Section does not apply to any In Tank Transfer of Product between existing Inventory Holders at the Terminals, which will be allowed without penalty, subject to Operator approval, which shall not be unreasonably withheld. In addition, Customer shall be allowed to exchange and buy/sell product without penalty, subject to Section 29 of this Agreement.

i. Adjustment of Quantities : A barrel shall consist of forty-two (42) U.S. gallons, and a gallon shall contain two hundred thirty-one (231) cubic inches. All receipts and deliveries will be calculated on the basis of sixty degrees Fahrenheit (60°F), using Table 6B ASTM D- 1250. Operator shall insure that every receipt and delivery has been temperature corrected.

2. Minimum Volume Commitment .

a. MTVC : For each calendar quarter during the Term, Customer shall be obligated to tender for delivery to the Terminals and to nominate Customer Product for delivery, a minimum volume of 212,500,000 gallons of Customer Product (the “ Minimum Throughput Volume Commitment ” or “ MTVC ”), such volumes to be allocated among each of the Terminals as described in Exhibit G (the “ Terminal Throughput Volume Commitment ” or “ TTVC ”).

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b. Quarterly Deficiency Credits : If Customer pays any Shortfall Fee (as defined below) with respect to any calendar quarter, then subject to the other provisions of this Section 2 , for a period of four full calendar quarters from the end of the calendar quarter in which such Shortfall Fee was accrued, Customer shall be entitled to a credit with respect to the Throughput Rate (as defined below) payable by Customer during any such calendar quarter in connection with volumes of Customer Product tendered by Customer during any such calendar quarter (each such volume credit, stated in gallons, a “ Prepaid Throughput Credit ”).

i. During any subsequent calendar quarter in which an earned Prepaid Throughput Credit may be utilized by Customer, Customer may only utilize such Prepaid Throughput Credit for volumes of Customer Product tendered for delivery in excess of the Minimum Throughput Volume Commitment.

ii. The use of a Prepaid Throughput Credit shall result in Customer not being obligated to pay a Throughput Rate attributable to volumes of Customer Product, stated in gallons tendered, but only up to the amount of such Prepaid Throughput Credit and only with respect to volumes of Customer Product so tendered in excess of the Minimum Throughput Volume Commitment.

iii. Any portion of the Prepaid Throughput Credit not used by Customer during the earlier of the succeeding four calendar quarters or prior to the expiration of the Term or the termination of this Agreement will expire; provided, however, that if Customer is prevented from using all or a portion of the applicable Prepaid Throughput Credit due to the occurrence of a Force Majeure Event, then the period that the applicable Prepaid Throughput Fee may be used shall be extended for the same period as the duration of the applicable Force Majeure Event; provided further, that no such Prepaid Throughput Credit shall be used by Customer following the expiration of the Term or the Termination of this Agreement.

c. Reduction in TTVC : If, during any period, all or any portion of the TTVC for a particular Terminal is not available to Customer for any reason not resulting from or relating to an action or inaction by Customer, Customer’s obligation to pay the Throughput Rate with respect to the TTVC will be decreased proportionately to the portion of the TTVC that is not available at such Terminal, but solely for the period that such portion of the applicable TTVC is unavailable.

d. Prepaid Throughput Credit Records . Operator shall be responsible for keeping records and balances of any applicable Prepaid Throughput Credit that has been earned by Customer and providing such balances to Customer upon Customer’s request.

3. Product Handling .

a. Delivery : Customer agrees to ratably nominate, and cause to be delivered the Product from the Ethanol Production Facility located adjacent to each Terminal, subject to notification and scheduling approval by Operator. Written notification for purposes of this Section 3 includes communication via electronic mail. Operator will make reasonable efforts to accept any Product without proper prior approval and minimize all surcharges to Customer. Customer acknowledges that Customer is responsible for any additional fees charged by Operator related to Product delivered without prior notification and approval by Operator.

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b. Storage : Operator shall provide the handling, storage and throughput services, on a system wide basis at the Terminals, up to the Minimum Throughput Capacity, and may store Product for Customer at the Terminals for so long as Product is received and redelivered in volumes within the Minimum Throughput Capacity (subject to any additional capacity agreed to in accordance with Section 1(e) herein); provided, however, that Customer shall deliver and accept redelivery of Product to and from each Terminal on a ratable basis. Operator reserves the right, in its sole discretion, to delay or cancel the in-flow of additional Product deliveries into a Terminal at any time during which Customer is not in compliance with the requirement for timely lifting of its Product from a Terminal. In addition to the foregoing, at any time that Product inventory exceeds the available storage capacity of any Terminal, Operator may, in its sole discretion, notify Customer in writing that one or more of the following actions must be taken:

i. As soon as reasonably feasible following receipt of the notice described above from Operator, Customer shall remove the excess quantity of Product inventory as reasonably specified by Operator; or

ii. As soon as reasonably feasible following receipt of the notice described above from Operator, Customer shall deliver via in tank transfer the excess quantity of Product inventory as reasonably specified by Operator to another customer at such Terminal, that, in Operator’s sole discretion, has the capacity to receive such Product.

In the event that neither of the above actions has been taken by Customer within forty-eight (48) hours following receipt of the notice described above, then Operator shall have the right, after giving at least twenty four (24) hours prior written notice to Customer, to temporarily allocate such excess quantity of Product inventory to another customer of such Terminal solely for the purpose of Operator internally maintaining a 30-day residence period for Product in storage at such Terminal. The allocation shall be solely for internal administrative purposes of Operator, and title to all Product while in storage at such Terminal shall at all times be in, and remain with, Customer, subject to any warehouse lien rights asserted by Operator. Operator shall document any allocation, provide written notice thereof to Customer and maintain a “book” inventory for Customer reflecting the quantity of Product temporarily allocated to another customer of a Terminal pursuant to this subparagraph. Operator shall restore the availability of such Product to Customer as soon as reasonably feasible, and in all events within forty eight (48) hours after Customer has re-balanced its inventory to comply with the required 30-day storage limitation and Customer continues to retain sufficient physical inventory available at such Terminal. An administrative fee of $0.01 per gallon of Product allocated shall be paid by Customer.

4. Terminal Access : Customer acknowledges that all carriers and drivers entering a Terminal on behalf of Customer will be required to complete and adhere to Terminal’s Access Agreements provided by the Operator, and Operator reserves the right to modify such Access Agreements at any time. Operator reserves the right to deny access to any individual driver or carrier at any time for activities that unreasonably affect the safe operation of a Terminal in its sole discretion. These activities include but are not limited to exceeding posted speed limits,

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reckless driving within a Terminal, speeds in excess of that which is appropriate for the then existing conditions (weather and traffic congestion), drug or alcohol use, theft, or vandalism. Customer acknowledges that all common carriers, sole proprietors or other drivers or carriers requiring access to a Terminal may be required to comply with the insurance requirements set forth in Exhibit A and Operator reserves the right to deny access to any third party that may not be willing or able to comply with such requirements in its sole discretion. Customer further acknowledges that all common carriers, individuals or other drivers or carriers requiring access to a Terminal may be required to complete a safety orientation course provided by Operator and adhere to all applicable railway safety requirements for access to a Terminal. Customer agrees that it shall cause each of its customers, and each party carrying Product for each of its customers, to enter into such reasonable agreements and obey such reasonable rules as Operator shall impose with respect to the use of the Terminals. Such agreements may include, but shall not necessarily be limited to, procedures for fueling, compliance with laws, indemnification of Operator and waiver of subrogation.

5. Inventory Reporting and Logistics Services : Operator will provide inventory reporting services to the Customer and assist Customer with scheduling and inventory management as set forth in Exhibit E . Operator shall send Customer’s inventory reports by email daily. It is understood that any emailed reports represents the activity of the immediately preceding twenty-four (24) hour period, with the exception of weekends and holidays, which will be sent electronically on the next business day. Customer is responsible for reporting any discrepancies with the reports to Operator in a timely manner.

6. Charges .

a. Fee For Throughput Services : Each month, Customer shall pay to Operator a fee in an amount equal to: (i) the aggregate volume of Customer Product received by Operator from Customer or for Customer’s account at a Terminal during such month, stated in gallons, multiplied by (ii) the Throughput Rate.

b. Throughput Rate : For the period commencing on the Effective Date and continuing until the last day of the fifth anniversary of the Effective Date, Customer shall pay a throughput fee of $0.05 per gallon of Product delivered to the Terminals (the “ Initial Throughput Rate ”) according to the payment terms of this Agreement. For the period commencing on the beginning of the sixth anniversary of the Effective Date and continuing for the remainder of the Term, the amount of the Initial Throughput Rate shall be increased by an amount equal to the percentage change, if any, in the Bureau of Labor Producer Price Index since the Effective Date (the Initial Throughput Rate, as adjusted, the “ Throughput Rate ”). For avoidance of doubt, (i) the Throughput Rate shall not be decreased below the Initial Throughput Rate as a result of the applicable Producer Price Index percentage decreasing since the Effective Date, and (ii) such recalculation to determine the Throughput Rate shall occur only once, on the first day of the sixth year of the Term, and such recalculated Throughput Rate shall continue for the remainder of the Term. If neither Party has indicated its desire to terminate this Agreement, at least six (6) months prior to the expiration of the Term, the Parties will negotiate in good faith to determine the throughput fee for any Renewal Term (as defined herein) as negotiated in good faith between the Parties.

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c. Shortfall Fee : For any calendar quarter, should Customer fail to tender an aggregate volume of Customer Product to Operator at the Terminals equal to the MTVC for such calendar quarter and Operator is ready, willing and able to provide the Minimum Throughput Capacity, then Customer shall pay to Operator a fee in accordance with the terms of this Agreement as a result of such shortfall (such fee, a “ Shortfall Fee ”) calculated as follows:

i. The sum of:

a) the amount of the MTVC for which Operator was ready, willing and able to provide the Minimum Throughput Capacity, and for the avoidance of doubt, such amount shall not include any volumes for which Operator was not ready, willing and able to provide the Minimum Throughput Capacity for any reason not resulting from actions or inactions by Customer or its affiliates, including but not limited to the following: if Operator is required to reduce the Minimum Throughput Capacity to comply with any applicable law, rule or regulation, if Operator is unable to provide the Minimum Throughput Capacity due to a Force Majeure Event (as defined herein), or if Operator’s repair and maintenance schedule prevents Customer from using the Minimum Throughput Capacity or any portion thereof, minus

b) the aggregate volumes, stated in gallons, of Customer Product actually tendered into the Terminals by Customer during such calendar quarter, multiplied by

ii. the Throughput Rate.

d. Other Fees and Charges : Customer acknowledges other fees and charges may be applicable and will be the responsibility of Customer as set forth in other Sections of this Agreement.

7. Payment .

a. Monthly Fees and Charges : Operator shall, on or before the 10th business day of each month, invoice Customer via email for other fees and charges incurred during the preceding month(s) that have not previously been invoiced, and Customer shall make payment to Operator within five (5) business days following receipt of the invoice via wire transfer or ACH to an account designated by Operator, or check payment to address designated on invoice. Customer shall be responsible to pay any bank charges incurred by Customer when remitting funds via wire transfer or ACH. Customer shall advise Operator of the proper address for which to forward invoices, fax information, email or phone numbers for any other contacts Operator may need.

b. Interest and Other : Customer agrees that an interest charge of 1.5% per month, or 18% per annum, may be charged on all past due balances, and Customer agrees to pay Operator any and all such accrued interest charges incurred on all past due balances. Customer agrees that Operator shall not be obligated to provide any services as provided for in this Agreement when Customer fails to pay invoices when due. In the event Customer has a dispute of any portion of an invoice, Customer shall immediately notify Operator in writing and via email of the disputed amount, with a detailed explanation, and shall pay the undisputed portion of such invoice in accordance with the payment terms of this Section 7 . After receipt of notice of a disputed amount, Customer and Operator shall meet to resolve the disputed amount within thirty (30) days of receipt of notice.

c. Liens : Title to the Product shall at all times remain with Customer or its assignees. At all times to the extent permitted by law, Operator shall have all valid and applicable statutory, common law and contractual liens upon all Product at any time in or on the Terminals for the fees and all other charges and costs that are due and payable to Operator by Customer, whether such fees and costs are incident to Product then in or on the Terminals.

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8. Definition of Liability .

a. Possession and Control : Title to Product hereunder shall always remain with Customer. However, the Terminals shall be deemed to have received physical custody and control of Product at the time Product passes, as applicable, (1) the last permanent fixture affixed to each railcar at a Terminal, (2) the unloading connection from the truck loading rack into trailers furnished or designated by Customer, or (3) the inlet manifold of each Terminal. Operator shall not be liable in any way for Product not in the custody and control of a Terminal.

b. Product Gains/Losses : With respect to Customer’s Product, normal evaporation and handling losses will not exceed five-tenths percent (0.5%) (the “ Evaporation Threshold ”). Operator shall not be liable for normal evaporation and handling losses not in excess of the Evaporation Threshold. Product gains and losses will be analyzed at the end of each month and reconciled at the end of each calendar year at minimum.

c. Loss or Damage to Product . Operator agrees to reimburse Customer for any loss or damage to Customer’s Product occasioned by negligent acts or omissions of Operator, its employees, contractors, agents, customers or invites.

d. Delivery of Contaminated Product : Operator shall immediately notify Customer if any Product delivered to a Terminal is identified as Off Spec or otherwise unsuitable for storage, handling, or throughput in accordance with the procedures set forth on Exhibit D hereto. Operator shall not be required to offload or otherwise handle such Off Spec Product. Customer shall be responsible for any and all costs of removal and replacement of Off Spec Product (including removal from storage) including railcars, trucks, or equipment containing such Product or utilized for load out of Product, to include any subsequent commingled Product that becomes Off Spec as a result, as quickly as reasonably feasible following Customer’s knowledge of such contaminated Product being delivered to a Terminal. Expenses may include any and all costs associated with bringing storage tanks, equipment and piping back into operating condition. Operator reserves the right to remove any railcars containing contaminated product from the Terminals, at Customer’s sole expense. Any contaminated product delivered into storage at a Terminal, shall be removed at Customer’s sole expense. Any contaminated product not removed from storage within 72 hours of notification by Operator to Customer, shall incur a charge of $1,000 per day until such time storage tank is emptied and considered suitable for subsequent product delivery and operation. In the event there is an additional customer with product in tank, that incurs expense due to such contamination, Customer agrees to reimburse any and all charges incurred by such additional customer not being able to access their product in tank due to contamination.

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e. Third Party Access : Customer agrees that access to any Terminal by any party sent to such Terminal who is not an employee of Customer to provide services on behalf of Customer may, in the sole discretion of Operator, be required to execute an Access Agreement between Operator and third party, and provide Operator approved Certificates of Insurance, prior to accessing such Terminal. Customer agrees to assist Operator in obtaining such Access Agreements from third parties, and to indemnify Operator for any claims, losses, suits, liabilities and expenses to the extent caused by the third party while performing services on behalf of Customer, so long as Operator first exhausts its remedies against such third parties and their insurers.

f. Insurance and Liability : Each of the parties agrees to maintain commercial general liability insurance and other insurance coverage as described in Exhibit A of this Agreement with insurance companies licensed to do business in each State where the Terminals are located. Customer acknowledges and understands that the limits and any other requirements described in Exhibit A are subject to change by Operator at any time and Operator will provide timely notice of any changes to Customer and third parties. Neither party shall be responsible to the other for any loss covered by the aforesaid insurance. Customer acknowledges that all insurance requirements of the Operator must be complied with at all times. Each party agrees to indemnify and hold the other party, (including its agents and employees) harmless from and against all claims, fines, penalties, losses, costs, attorneys lees, judgments, and damages for personal injuries and property damage, including claims for strict liability, which occur or arise from the negligence or willful act or omission of such party, their agents, employees, representatives or contractors (each a “ Loss ” and collectively, the “ Losses ”). Neither party shall be liable to the other party for indirect, incidental, consequential, exemplary, punitive, special or speculative damages for any failure to perform or for the manner of performance, including without limitation lost profits or savings, even if the other party has been advised of the possible existence of such losses. In the event Customer and Operator, or their respective employees, agents, representatives or contractors, are concurrently or jointly liable for Losses indemnifiable under this Agreement, the indemnification provided by each party to the other under this Agreement shall be proportionate to the percentage of the Loss attributable to that party’s (or its employee’s, agent’s, representative’s or contractor’s) negligence.

For the avoidance of doubt, Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for Loss or damage occasioned by Customer’s delivery of any contaminated Product, as more specifically set forth in Section 8(c) of this Agreement.

g. Compliance with Law : Customer represents to Operator that the Product contemplated to be stored pursuant to this Agreement is not derived or manufactured from crude petroleum or gas that was produced or withdrawn from storage in violation of any federal, state or other governmental law, or in violation of any rule, regulation or order promulgated by any governmental agency having, or presuming to have, jurisdiction over the Terminals. Each party certifies that their respective trucks, tanks and other equipment operated by them under this Agreement are constructed, operated, and maintained in accordance with applicable legal requirements of all federal, state and local authorities having jurisdiction. Customer shall comply with all applicable laws and shall be responsible for obtaining all governmental permits,

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licenses and approvals, and satisfying all formalities which may be necessary to manufacture and transport Product, or otherwise in connection with this Agreement. Operator shall comply with all applicable laws and shall be responsible for obtaining all governmental permits, licenses and approvals, and satisfying all formalities which may be necessary to store the Product, or otherwise in connection with this Agreement.

9. Taxes . Customer shall be responsible for paying (or reimbursing Operator for) all taxes (other than income taxes, gross receipt taxes and similar taxes) that Operator incurs on Customer’s behalf for the services Operator provides to Customer under this Agreement.

10. Title . Except as provided in Section 1 , Operator shall not acquire any right, title or interest in the Product delivered to Operator pursuant to this Agreement and all title and ownership or such Product shall remain exclusively with Customer or Customer’s customer. Except as provided in Section 1 , Operator shall not represent itself to any third party as the owner of any of the Product and shall hold the Product in trust for Customer.

11. Term . The initial term, of this Agreement shall begin on the Effective Date and shall continue for a period of ten (10) years (the “ Initial Term ”) and shall automatically renew for successive twelve (12) month terms thereafter (each such Term a “ Renewal Term ” and all Renewal Terms, collectively with the Initial Term, the “ Term ”) until terminated by either party by providing 360 days written notice of such termination to the other party; provided, however, that if Green Plains Inc. is unable to complete the construction of any of its own transload facilities reasonably necessary to transload the existing production at the Terminals prior to the expiration of the Term due to regulatory, permitting, or other matters, and Customer delivers written notice of such inability to Operator 240 business days prior to such expiration of the Term, then this Agreement shall remain in effect on a month-to-month basis until the construction of such transload facilities is complete. Upon expiration of the Term or termination of this Agreement pursuant to Section 12 of this Agreement, Customer shall have the right to enter a Terminal and remove Customer’s Product from Operator’s storage facilities at such Terminal in any commercially reasonable manner, provided that Customer has paid all fees and charges due to Operator under this Agreement. Customer agrees, upon the expiration of the Term or termination of this Agreement, to promptly remove all Product from each Terminal at Customer’s cost.

12. Termination . This Agreement may be terminated by mutual agreement of both parties prior to the end of the Term. Without prejudice to any other right or remedy, and except for Customer’s payment obligations under this Agreement, the occurrence and continuation of any of the following events with respect to a party (the “ Defaulting Party ”) shall constitute good cause for immediate termination of this Agreement by the other party (the “ Non-Defaulting Party ”) upon written notice to the Defaulting Party: (i) the failure of the Defaulting Party to carry out any material term or provision of this Agreement for a period of thirty (30) days after written notice specifying such failure has been given by the Non-Defaulting Party, (ii) the failure of the Defaulting Party to pay any amount due to the other party under this Agreement, and such failure is not remedied within thirty (30) days of written notice from the Non-Defaulting Party, (iii) Operator (the Defaulting Party for purposes of this clause (iii)) shall sell or permit the creation of, or suffer to exist any security interest, lien, encumbrance, charge or other claim of any nature (other than Permitted Liens) with respect to any of the Product delivered to the Terminals, or (iv)

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the Defaulting Party shall (A) become bankrupt or insolvent, however evidenced, or be unable to pay its debts as they fall due, (B) file a petition or otherwise commence a proceeding under any bankruptcy, insolvency, reorganization or other similar law, or have any such petition filed or proceeding commenced against it, or (C) have a liquidator, administrator, conservator, receiver or trustee appointed with respect to it or any substantial portion of its property or assets, which remains undismissed or stayed for a period of sixty (60) consecutive days.

13. Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, mailed first class mail (postage prepaid), sent by reputable overnight courier service (charges prepaid), sent by electronic email, or sent by facsimile transmission to the parties at the address set forth below, or at such address or to the attention of such other person as either party has specified by prior written notice to the other party. Notices shall be deemed to have been given hereunder when delivered personally, by electronic mail (provided that a copy of a notice delivered by electronic mail is also deposited with an overnight courier for delivery to the addressee on the following business day), three (3) days after deposit in the U.S. mail, one (1) day after deposit with a reputable overnight courier service (charges prepaid) and upon machine generated acknowledgment when sent by facsimile. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday. The addresses of the parties are:

If to Operator:

Green Plains Ethanol Storage LLC

450 Regency Parkway, Suite 400

Omaha, Nebraska 68114

Attention: General Counsel

If to Customer:

Green Plains Trade Group LLC

450 Regency Parkway, Suite 400

Omaha, Nebraska 68114

Attention: General Counsel

14. Force Majeure . If either party is rendered unable, wholly or in part, by reason of Force Majeure, to perform or comply with any obligation or condition of such party under this Agreement (a “ Force Majeure Event ”), upon giving prompt notice to the other party (such notice being not more than thirty (30) days subsequent to the Force Majeure Event), such obligation or condition shall be suspended during the continuance of the inability so caused and such party shall be relieved of any liability during such period; provided, however , that such party shall use commercially reasonable efforts to end the failure or delay of its performance or compliance with any obligation or condition of this Agreement and ensure the effects of such Force Majeure Event are mitigated. Such party shall resume the performance of its suspended obligations as soon as reasonably practicable after the resolution of the Force Majeure Event. For purposes of

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this Agreement, the term “ Force Majeure ” shall include: federal, state, county, or municipal orders, rules, legislation, or regulations; a party’s compliance with any orders of any governmental authority or persons purporting to act therefore; or when the supply of Product or any facility of production, manufacture/storage, transportation, distribution, or delivery contemplated by either party, is interrupted, unavailable and/or inadequate because of acts of God, acts of war or the public enemy, terrorist attacks, strikes, lockouts, or other disturbances, riots, hurricanes, floods, fires, explosion, or destruction (including those related to third-party common carriers) from any involuntary cause of any character, either similar or dissimilar to the foregoing, reasonably beyond the control of the party failing to perform; provided, however, that failure to pay any sums due hereunder or insufficiency of ethanol product supply available to Customer shall not constitute an event of Force Majeure.

15. Customer Guarantee . Concurrently with the execution of this Agreement, Customer shall deliver to Operator a guarantee from Green Plains Inc., in substantially the form attached hereto as Exhibit F (the “ Customer Guarantee ”), which Customer Guarantee shall guarantee all of Customer’s obligations under this Agreement.

16. Third Parties . Nothing contained herein, express or implied, is intended to confer upon any person, other than the parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement.

17. Amendment and Waiver . Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against either party unless such modification, amendment or waiver is approved in writing and countersigned by each party hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. The addition of any person as a party to this Agreement shall not constitute a modification or amendment to any provision of this Agreement.

18. Assignability; Change of Control .

a. This Agreement shall be common to the parties and their respective successors and shall not be assignable by either party without the written consent of the other party hereto, except that either party may assign this Agreement to an affiliate company, a financial institution as collateral security for money borrowed, or to any successor in the event of a merger, consolidation, reorganization or the sale of all or substantially all of its assets.

b. For the avoidance of doubt, Customer’s obligations hereunder shall not terminate if Green Plains Inc. ceases to control the general partner of Green Plains Partners LP.

19. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability at’ any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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20. Entire Agreement . Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

21. Counterparts . This Agreement may be executed in separate Counterparts (including by manual telecopied signature pages or by email in portable document format (“ PDF ”)),each of which shall be an original and all of which taken together shall constitute one and the same agreement. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of facsimile machine or by email in PDF, will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto will re-execute original forms thereof and deliver them to the other party. No party hereto or to any such agreement or instrument will raise the use of a facsimile machine or by email in PDF to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or by email in PDF as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

22. Remedies . The parties shall be entitled to enforce their rights under this Agreement specifically, to recover damages in accordance with this Agreement by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the parties may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief to enforce or prevent any violation of the provisions of this Agreement. If a bond is required, the parties agree that a bond not to exceed $1,000 shall be adequate in all respect to protect the interests of the parties.

23. Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

24. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska.

25. No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

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26. Counsel . The Parties hereto each state that they have read this Agreement carefully, that they have consulted with legal counsel regarding the terms and provisions of this Agreement (or have had the opportunity to consult with legal counsel and chosen not to do so), and that they have relied solely upon their own judgment without the influence of anyone in entering into this Agreement.

27. Independent Contractors . Operator and Customer are independent contractors, and nothing contained within this Agreement shall be construed to constitute Operator and Customer as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. Operator and Customer specifically agree that it is not authorized to make any contract, agreement, warranty or representation on behalf of the other party or to create any obligation, whether express or implied, on behalf of the other party.

28. Arbitration : The parties agree that any dispute or claim that is not settled by the parties shall be arbitrated in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be by a single arbitrator selected by Customer and Operator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held in such place as may be specified by the arbitrator (or any place agreed to by Customer, Operator and the arbitrator). The decision or the arbitrator shall be final and binding as to any matters submitted. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1 through 16, and judgment upon the award of the arbitrator may be entered by any court having jurisdiction thereof. All costs and expenses incurred in connection with, any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs and expenses. Each party shall bear the expense of deposits and advances required by the arbitrator in equal proportions, but either party may advance such amounts, subject to recovery as an addition or offset to any award. For the avoidance of doubt, the monetary recovery owed to the prevailing party to the arbitration proceeding shall include reimbursement of such advances. Upon the conclusion of any arbitration proceedings hereunder, the arbitrator shall be instructed to render a final reasoned written arbitration award setting forth the basis and reasons for any decision reached (the “ Final Award ”) and shall be instructed to deliver a signed copy of the Final Award to Customer and Operator. The Final Award shall constitute a conclusive determination of all issues in question, binding upon the parties, and shall include an affirmative statement to such effect. The arbitrator chosen in accordance with these provisions shall not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement.

29. Confidentiality and Nondisclosure : Each of the Parties agrees to keep confidential and not to disclose (and shall make all reasonable best efforts to cause its officers, directors, employees, agents, and attorneys to keep confidential and not to disclose) the terms and details contained herein within this Agreement, and the discussions and negotiations leading up to or relating to the preparation and execution of this Agreement, except as required by law, including Federal securities law, or by any court, administrative or governmental entity.

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first above written.

Signature Page to Ethanol Storage and Throughput Agreement

Exhibit A

Insurance Requirements for Terminals (subject to Change at Operator or the Railways’ sole discretion)

Property Damage: Operator provided coverage: Operator agrees to maintain insurance covering Customer’s property, while in Operator’s physical custody and control, against physical loss or damage. Notwithstanding the foregoing, in no instance shall Operator maintain insurance or be responsible for loss or damage occasioned by Customer’s delivery of any contaminated Product, as more specifically set forth in Section 8(c) of this Agreement.

A-1

Exhibit B

Product Quality Testing and Specifications

Customer shall not deliver Product not fully meeting the Ethanol Specifications of the current ASTM D4806, as listed below. Operator shall have the final decision on whether Product complies with the Specifications and shall have the unilateral right to reject Product not meeting the Specifications from being received into any Terminal. Before unloading, the Product in each railcar shall be tested by the applicable Terminal for specific gravity and clarity. Any railcar not meeting the quality assurance requirements shall not be unloaded. The Operator shall notify the Customer of such Off Spec railcar and Customer shall be responsible to schedule such Off Spec railcar with the railroad for departure from the applicable Terminal as quickly as is reasonably feasible following Customer’s knowledge of such Off Spec Product being presented at a Terminal. Coordination of this testing and payment of the associated costs of testing shall be by the Operator.

Prior to the commencement of delivery of Product from any storage tank at a Terminal to trucks for a Customer, following the receipt of additional Product inventory into such tank, the storage tank inventory will be sampled, tested, and a certificate of compliance (a “ COC ”) issued. Additionally, any tank that has not already been certified due to the normal course of business during each month will be sampled, tested and a new COC issued at the end of each month (“ Oversight Testing ”). Copies of such COC(s) will be made available to the Customer, upon request, and a copy of the most recent COC will also be made available by each Terminal to accompany each truck when loaded at the applicable Terminal truck rack. The coordination of the testing and issuance of COC’s for the storage tanks will be arranged by Operator. Operator will make every reasonable effort to manage the inbound and outbound movements to and from the commingled storage tanks at each Terminal so as to minimize the number of times the tanks have to be recertified. Except for the Oversight Testing, the associated costs for certification of the ethanol storage tanks per this paragraph will be accumulated monthly and billed to the Customers at cost, prorated according to their percentage of Product shipped into the Terminals for that month. Operator will pay for the cost of Oversight Testing.

Notes to Product Specifications

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Exhibit C

Nomination and Scheduling Procedures for Rail Deliveries

Nomination and Scheduling Procedures for rail deliveries shall be mutually agreed by the parties in accordance with the Rail Transportation Services Agreement, dated July 1, 2015 and any subsequent agreements entered into between the parties for rail transportation services.

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Exhibit D

Terminal Notification and Emergency Response

I N THE EVENT OF R EPAIR I SSUES AND M INOR S PILLS ( LESS THAN 50 GALLONS )

I N THE EVENT OF A N ON -S PILL E MERGENCY

I N THE EVENT OF A L ARGE E THANOL S PILL E MERGENCY

( OVER 50 GALLONS IN A SHORT PERIOD OF TIME )

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Exhibit E

Inventory Reporting and Logistics Services

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EXHIBIT F

FORM OF CUSTOMER GUARANTEE

GUARANTY

In consideration of Green Plains Ethanol Storage LLC (“ Beneficiary ”) agreeing at the request of Green Plains Inc., 450 Regency Parkway, Suite 400, Omaha, Nebraska 68114 (“ Guarantor ”) to enter into and execute that certain Ethanol Storage and Throughput Agreement, dated             , 2015 (the “ Agreement ”) with Green Plains Trade Group LLC (“ Obligor ”), Guarantor does hereby guarantee to Beneficiary, irrevocably and unconditionally, except as set forth in this Guaranty, the payment, upon Beneficiary’s demand, by Obligor of all obligations of Obligor to Beneficiary under the Agreement, whether now in existence or hereafter arising (the “ Guaranteed Obligation ”).

Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation to which it may apply, and, except as provided in this Guaranty, waives presentment, demand for payment, protest, notice of dishonor, non-payment or non-performance of any such obligation, suit or the taking of other action by Beneficiary against, and any other notice to, Obligor, Guarantor or others.

Beneficiary may at any time and from time to time without notice or consent of Guarantor (a) agree with Obligor to make any change in, or amend, the terms of any Guaranteed Obligation, (b) take or fail to take any action in respect of any security for any Guaranteed Obligation, (c) exercise or refrain from exercising any rights against Obligor or others under the Agreement, or (d) compromise or subordinate any Guaranteed Obligation, including any security therefor, with the assurance that the obligation of Guarantor to Beneficiary will not be impaired or compromised beyond that which is ultimately agreed to between Beneficiary and Obligor.

This guaranty shall continue in full force and effect until the date of termination of the Guaranteed Obligation. It is understood, however, that notwithstanding any such expiration or termination taking effect, this Guaranty shall continue in full force and effect with respect to any Guaranteed Obligation guaranteed hereunder which have been incurred, arise or otherwise relate to any period prior to such expiration or termination becoming effective. Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time the payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be reinstated or returned due to bankruptcy or insolvency laws or otherwise.

This Guaranty is one of payment and not one of collection. Beneficiary may make written demand directly on Guarantor for such payment upon default by Obligor of any Guaranteed Obligation. In addition, Guarantor, upon demand, will reimburse Beneficiary for reasonable attorney fees necessarily incurred by Beneficiary in collection of payments or enforcement of performance hereunder. Except as to applicable statutes of limitation, delay by Beneficiary in making demand will not alter Guarantor’s obligation under this Guaranty and Beneficiary will not be required to exhaust any remedies it may have against Obligor.

Notices and demands are to be made (i) via personal delivery, express courier or certified mail, postage prepaid and return receipt requested, with such method of delivery effective upon

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receipt, or (ii) via electronic mail, with such method of delivery effective upon confirmation of receipt (but only if followed by transmittal by personal delivery or express courier for delivery on the next business day). Any notice to Guarantor or demand on Guarantor must be made to the following address, to the attention of General Counsel; Green Plains Inc., 450 Regency Parkway, Suite 400, Omaha, Nebraska 68114, michelle.mapes@gpreinc.com.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF NEBRASKA WITHOUT REGARD TO ANY CONFLICT OF LAWS DOCTRINE WHICH WOULD APPLY THE LAWS OF ANOTHER JURISDICTION. GUARANTOR HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEBRASKA AND TO FEDERAL COURTS LOCATED WITHIN THE COUNTY OF DOUGLAS IN THE CITY OF OMAHA.

EACH OF GUARANTOR AND BENEFICIARY HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH OF GUARANTOR AND BENEFICIARY (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT GUARANTOR AND BENEFICIARY, AS APPLICABLE, HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

No term of provision of this Guaranty may be waived, amended, supplemented or otherwise modified except in a writing signed by Guarantor and Beneficiary.

This Guaranty embodies the entire terms of the guaranty of payment by Guarantor to Beneficiary for the Guaranteed Obligation, superseding any related prior understandings or agreements.

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This Guaranty is executed effective as of             , 2015.

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EXHIBIT H

ETHANOL PRODUCTION FACILITIES

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Exhibit 10.6

Published CUSIP Number:             

CREDIT AGREEMENT

Dated as of July 1, 2015

among

GREEN PLAINS OPERATING COMPANY LLC,

as the Borrower,

THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,

as the Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,

and

THE OTHER LENDERS PARTY HERETO

Arranged By:

BANK OF AMERICA MERRILL LYNCH,

as Sole Lead Arranger and Sole Bookrunner

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