ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

Section 1.1 Defined Terms.  Capitalized terms used (including in the preamble and in the preliminary statements hereto), but not defined, herein shall have the respective meanings ascribed thereto in the Indenture.  As used in this Agreement (including in the preamble and in the preliminary statements hereto ), the following terms shall have the meanings set forth below:

Section 1.2 Interpretive Provisions. Unless otherwise specified herein:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein,” “hereto,” “hereof” 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 thereof.

(c) Article, Section, Exhibit and Schedule references are to this Agreement (unless otherwise specified herein).

(d) The term “including” means by way of example and not limitation.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(g) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 1.3 References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organizational Documents, Note Documents and other agreements and contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereof and thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications (as applicable) are not prohibited by any terms of this Agreement or any of the other Note Documents; and (b) references to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

Section 1.4 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to New York City time.

Section 1.5 Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day.

ARTICLE 2
AUTHORIZATION, ISSUANCE AND SALE OF NOTES

Section 2.1 Authorization of Issue.

Section 2.2 Sale and Purchase of the Notes.

(a) Subject to the terms and conditions of this Agreement, the Issuer shall issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuer, on the Closing Date, for a purchase price equal to one hundred percent (100%) of the principal amount thereof (the “Purchase Price”), the respective principal amounts of such Notes set forth opposite the names of each such Initial Purchaser on Schedule 1 hereto.

(b) The obligations of the Initial Purchasers to purchase and pay for the Notes hereunder are several and not joint and no Initial Purchaser shall have any liability to any Person for the performance or non-performance by any other Initial Purchaser in connection therewith.

Section 2.3 Closing.

(a) Closing of Purchase and Sale of Notes. 

(i) The sale and purchase of the Notes shall occur shall occur at the offices of Milbank LLP, New York, New York (the “Closing Location”) on the Closing Date.

(ii) The Notes to be purchased by each Initial Purchaser hereunder from the Issuer shall be represented by one or more definitive Notes in book-entry form, which shall be deposited by or on behalf of the Issuer with DTC or its designated custodian.  On the Closing Date, the Issuer shall deliver the Notes to the Initial Purchasers by causing DTC to credit the Notes to the account of the Trustee, against payment by the Persons to whom delivery is made, of the Purchase Price therefor (as provided in Section 2.2, which Purchase Price is equal to the applicable portion of the principal amount of the Notes being purchased by each Initial Purchaser), by wire transfer of immediately available funds to such bank account or accounts as the Issuer may request in writing at least one (1) Business Day prior to the Closing Date.

(b) Failure to Deliver Notes.  If, on the Closing Date, the Issuer shall fail to deliver the Notes to the Initial Purchasers as provided in this Section 2.3 or any of the conditions specified in Section 3 shall not have been fulfilled to the applicable Initial Purchaser’s reasonable satisfaction or waived, then each Initial Purchaser as to which the conditions shall not have been met shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Initial Purchaser may have by reason of such failure or such non-fulfillment.

ARTICLE 3
CONDITIONS PRECEDENT TO ISSUANCE OF NOTES

Section 3.1 Conditions to Issuance of Notes. The obligation of each Initial Purchaser to purchase and pay for the Notes to be purchased by it on the Closing Date in accordance with this Agreement shall be subject to the satisfaction of each of the following conditions precedent (it being

understood that, to the extent that any of the Initial Purchasers purchases any Notes on the Closing Date, then all of the Initial Purchasers must purchase the Notes pursuant to this Agreement on the Closing Date):

(a) The Initial Purchasers’ receipt of all of the following, each of which shall be in electronic form unless otherwise specified, each properly executed by an Officer of the applicable Obligor, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Initial Purchasers and their counsel:

(i) executed counterparts of the Indenture and each of the other Note Documents, each in a form reasonably acceptable to the Initial Purchasers;

(ii) one or more original Global Notes executed by the Issuer in accordance with the terms of the Indenture;

(iii) such customary certificates of resolutions or other corporate action, incumbency certificates and/or other certificates of an Officer of the Issuer, Guarantor or applicable PropCo (as applicable) as the Initial Purchasers may require and evidencing the identity, authority and capacity of each appropriate Officer thereof in connection with this Agreement and the other Note Documents and authorizing the execution, delivery and performance of the Note Documents and the Transaction, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;

(iv) such customary documents and certifications (including, without limitation, Organizational Documents) as the Initial Purchasers may reasonably require to evidence that the Trustee is duly organized or formed, and that the Trustee is validly existing and in good standing in its jurisdiction of incorporation; and

(v) opinions of Husch Blackwell LLP, as counsel to the Obligors, in each case addressed to the Trustee and each Initial Purchaser, as to matters agreed to among Milbank LLP, as counsel to the Initial Purchasers and Husch Blackwell LLP, as counsel to the Obligors, on or prior to the Closing Date.

(b) The Initial Purchasers shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Initial Purchasers at least ten (10) Business Days prior to the Closing Date.

(c) All costs and expenses required to be paid or due to the Initial Purchasers in accordance with this Agreement shall have been paid in full in cash.

(d) The Initial Purchasers shall have received an executed Issuance Notice.

(e) The Notes shall be eligible for clearance and settlement through DTC.    

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Section 4.1 Corporate Status. (a) Guarantor (i) is a duly incorporated and validly existing corporation in good standing under the laws of the State of Iowa and (ii) has the corporate power and authority to own its properties and assets and to transact the business in which it is engaged; (b) Obion PropCo (i) is a duly organized or incorporated and validly existing limited liability company in good standing under the laws of the State of Tennessee and (ii) has the limited liability company power and authority to own its properties and assets (including, the applicable Property) and to transact the business in which it is engaged; (c) each of the Issuer and Mt. Vernon PropCo (i) is a duly organized or incorporated and validly existing limited liability company in good standing under the laws of the State of Delaware and (ii) has the limited liability company power and authority to own its properties and assets (including, with respect to Mt. Vernon PropCo, the applicable Property) and to transact the business in which it is engaged; and (d) each Obligor is duly qualified and is authorized to do business and in good standing (if applicable) in all jurisdictions where it is required to be so qualified.

Section 4.2 Power and Authority; Enforceability. Each Obligor and each PropCo has the corporate or limited liability company (as applicable) power and authority to execute, deliver and carry out the terms and provisions of the Note Documents to which it is a party and has taken all necessary corporate or limited liability company (as applicable) action to authorize the execution, delivery and performance of such Note Documents.  Each Obligor and each PropCo has duly executed and delivered and has stamped (where applicable) each Note Document to which it is a party and each such Note Document constitutes the legal, valid and binding obligation of such Obligor or PropCo, enforceable in accordance with its terms (in each case subject to (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, arrangement or similar laws relating to or affecting creditors’ rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law).  The direction by the Issuer to the Trustee to execute, authenticate and deliver the Notes has been authorized by the Issuer, and the Notes, when executed and authenticated in the manner contemplated in the Indenture, shall be validly issued and outstanding and entitled to the benefits of the Indenture.  The Indenture constitutes a valid grant of a security interest to the Trustee for the benefit of the Holders in the Collateral pledged thereunder.

Section 4.3 No Violation. Neither the execution, delivery or performance by any Obligor or PropCo of the Note Documents to which it is a party nor the compliance by such Obligor or PropCo with the terms and provisions thereof nor the consummation of the Transaction shall (a) contravene any provision of any Applicable Law with respect to such Obligor or PropCo, (b) conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon or with respect to any Property or any of the other properties or assets of such Obligor or PropCo pursuant to, the terms of any indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other instrument to which such Obligor or PropCo is a party or by which it or any of their respective properties or assets (including, without limitation, any applicable Property) is bound other than the Liens granted pursuant to the Note Documents, (c) violate any judgment, decree, writ, injunction, award, determination or order that is applicable to any Obligor or PropCo or any of their respective shareholders or members or its properties (including, without limitation, the Properties) or that affects or is binding upon any Obligor or PropCo or any of such shareholders, members or properties or (d) violate any provision of the Organizational Documents of such Obligor.

Section 4.4 Litigation.  There are no actions, suits, arbitrations or proceedings pending or, to the knowledge of such Obligor, threatened in writing with respect to such Obligor or any of its Subsidiaries, assets or properties (including, without limitation, the Properties) that could result in result in a material adverse effect upon any Obligor or its ability to perform any of its obligations under any of the Note Documents to which it is a party.

Section 4.5 Margin Regulations. No Obligor is engaged principally, as one or more of its important activities, in the business of extending credit for the purpose of purchasing any “margin stock” as defined in Regulation U.  Neither the sale of any Note hereunder nor the use of the proceeds thereof shall violate the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Section 4.6 Governmental Approvals. The execution, delivery and performance of each Note Document, and the enforcement thereof by the applicable counterparties to such Note Document of their rights thereunder, does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except to the extent that the same have been obtained or made and are in full force and effect.

Section 4.7 Investment Company Act. No Obligor is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

Section 4.8 Solvency.  Each Obligor and each PropCo is solvent and does not contemplate any pending insolvency or believe or have reason to believe that it will not be able to pay its debts and other obligations as they become due.

Section 4.9 Sanctions. No Obligor or PropCo (a) is a Restricted Party, (b) is engaged directly or knowingly indirectly in any dealings or transactions with any Restricted Party that would be prohibited by applicable Sanctions, or (c) is otherwise the target of any other applicable Sanctions.  Each relevant Obligor and each PropCo is and has been for the last five years in compliance, in all material respects, with applicable Sanctions.  No part of the proceeds of the Notes will be paid, directly or, knowingly, indirectly, to any Restricted Party or Sanctioned Country in violation of applicable Sanctions.

Section 4.10 AML Legislation; Anti-Corruption. Each relevant Obligor and each PropCo is and has been for the last five years in compliance, in all material respects, with (a) applicable AML Legislation, (b) the PATRIOT Act and (c) all applicable Anti-Corruption Laws. 

Section 4.11 SEC Reports. Guarantor is subject to, and is in compliance in all material respects with, the reporting requirements of Section 13 and Section 15(d), as applicable, of the Exchange Act. All annual reports and other information, documentation and reports filed by Guarantor with the SEC, at the time they were filed with the SEC, complied, and on the date hereof do, and on the Closing Date shall, comply, in all material respects with the requirements of the Exchange Act and did not, and on the date hereof do not and on the Closing Date shall not, include any untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.

Section 4.12 Securities Laws.

(a) None of the Issuer or any of its Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or could be integrated with the sale of the Notes in a manner that would require the registration under the Securities

Act of the Notes or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Notes or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.  It is not necessary in connection with the offer, sale and delivery of the Notes to the Initial Purchasers to register any of the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

(b) No securities of the Issuer, any Subsidiary of the Issuer or Guarantor are of the same or a similar class (with-in the meaning of Rule 144A under the Securities Act) as the Notes and listed on a national securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated inter-dealer quotation system.

(c) None of the Issuer, its Subsidiaries or the Guarantor, any of their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) has engaged in any directed selling efforts (as that term is defined in Regulation S under the Securities Act (“Regulation S”)) with respect to the Notes; the Issuer, its Subsidiaries or the Guarantor and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers) have complied with the offering restrictions requirement of Regulation S.

Section 4.13 Commodity Exchange Act. Each Obligor is not and, after giving effect to the sale of the Notes pursuant to this Agreement, shall not be required to register under the Commodity Exchange Act of 1936, as amended, as a “commodity pool”.

Section 4.14 Real Property and related Representations and Warranties. 

(a) Financial Statements The Issuer has furnished (and has caused each PropCo to furnish) to the Trustee (i) copies of the consolidated balance sheets, statements of operations and statements of cash flows of the Issuer and the PropCos as of December 31, 2020 and (ii) the unaudited December 31, 2020 financial statements of Guarantor (collectively, the “Historical Financials”).  The Historical Financials, including the related schedules and notes, are complete and correct and fairly present (A) the financial condition of Guarantor and the Obligors as of the date of such Historical Financials and (B) the results of the operations and changes in financial position of the Obligors for the applicable Fiscal Years included in such Historical Financials, all in conformity with GAAP, applied on a consistent basis (except as otherwise stated therein or in the notes thereto) throughout each applicable periods.

(b) No Material Changes.  There has been no material adverse change in the business, operations, properties, assets, prospects or financial condition of the Obligors subsequent to December 31, 2020.

(c) Liens.  Schedule 3 sets forth a true, accurate and complete list of all Liens securing Indebtedness of any Obligor or otherwise encumbering any portion of the Collateral, other than Liens granted to the Trustee for the benefit of the Holders pursuant to the Collateral Documents. 

(d) Organization, Authority and Good Standing; Subsidiaries. The organizational chart attached hereto as Schedule 4, relating to the Obligors (including each Guarantor) is true, complete and correct on and as of the Effective Date and shows all Persons holding a direct or indirect ownership interest in such Obligor.  The Issuer has furnished to the Trustee true and complete copies of all of the Organizational Documents of each Obligor, which Organizational Documents have been duly and validly executed and delivered, are in full force and effect and are binding upon and enforceable against the Obligors and their respective owners in accordance with the respective terms thereof. The Issuer has taken (and caused each PropCo to take) all actions required to empower and authorize each Obligor to execute

and deliver the Note Documents to which it is a party.  All such ownership interests are free and clear of all Liens (other than Permitted Encumbrances), have been duly acquired and are fully paid and non-assessable.  No Person has any contractual or other right, contingent or otherwise, to purchase any such ownership interests.

(e) Title to Properties.  Each PropCo has good and marketable fee simple title to its applicable Property and good and marketable title to all other material property reflected on the financial statements of Guarantor and the Obligors as of December 31, 2020, or acquired by such PropCo thereafter, except, in each case, for any such properties (other than, for the avoidance of doubt, the Properties) sold or otherwise disposed of subsequent to such date in the ordinary course of such PropCo’s business.  Neither the Issuer nor any PropCo is obligated under any right of first refusal, right of first offer, purchase option or other right to sell, assign or otherwise transfer any Property or other material property of such PropCo or any portion thereof or interest therein.

(f) Subordinated Debt.  Neither the Issuer nor any PropCo has any Indebtedness (other than Other Permitted Debt).

(g) Licenses.  Each Obligor possesses all trademarks, trade names, copyrights, patents, governmental licenses, franchises, certificates, consents, permits and approvals necessary to enable such Obligor to carry on its business in all material respects, as the same is now conducted or contemplated to be conducted, and to own and operate the Properties and any other property material to its business, as now owned and operated or as contemplated to be owned and operated, in each case, without known conflict with or infringement upon any rights of others.  All such trademarks, trade names, copyrights, patents, licenses, franchises, certificates, consents, permits and approvals that are material to the operations of any Obligor are valid and subsisting.

(h) Land Use Litigation.  There are no pending or, to the knowledge of the Issuer, threatened proceedings or actions to revoke, attack, challenge the validity of, rescind or modify in any respect the zoning of any Property, the subdivision of any Land or any Improvements (in each case, as defined in the Security Instrument) or any permits issued prior to the Effective Date with respect thereto, or asserting that any such zoning, subdivision or permits do not permit the operation of any Property for its current use. 

(i) Condemnation.  No Obligor has received notice from any Governmental Authority, quasi-governmental body or agency or any other Person with respect to (and no Obligor knows of) any actual or threatened Condemnation with respect to any Property or any portion thereof.

(j) Availability of Utilities.  All utility services necessary and sufficient for each Property, and the operation thereof for its intended purposes, are available at the boundaries of such Property, including, without limitation, rail, water, storm and sanitary sewer facilities, electric and telephone facilities.

(k) Access.  All roads, rail spurs and parking facilities necessary for the full utilization of each Property for its intended purpose have been completed. 

(l) Leases.  There are no Leases affecting any Property, except as set forth in Schedule 2. 

(m) No Burdensome Provisions.  No Obligor is a party to any agreement or instrument, or is subject to any charter or other corporate or legislative restriction or any judgment, order, writ, injunction, decree, award, rule or regulation that materially and adversely affects (or could reasonably be

expected to materially and adversely affect) the business, operations, properties, assets, prospects or condition, financial or other, of any Obligor or of the ability of any Obligor to perform its obligations under the Note Documents to which it is a party.

(n) Disclosure.  Neither any Note Document (including, for the avoidance of doubt, this Agreement) nor any certificate or other information furnished to the Trustee or any Purchaser in writing by or on behalf of any Obligor in connection with the Transaction contains any untrue statement of a material fact or omits any material fact necessary to make the statements, representations and warranties contained herein or therein, in light of the circumstances under which they were made, not misleading.  To the knowledge of the Issuer, there is no fact that materially and adversely affects (or could reasonably be expected to materially and adversely affect) the business, operations, properties, assets, prospects or financial condition of any Obligor that has not been disclosed to the Initial Purchasers in writing.

(o) ERISA.  The Issuer and each Obligor is acting on its own behalf in connection with the Transaction and, as of the Effective Date, no Obligor is an “employee benefit plan”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA, nor a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code” and  each such plan, a “Plan”), no assets of any Obligor constitute “plan assets” within the meaning of Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA.  The Issuer shall not (and shall not permit any PropCo to) be reconstituted as a Plan or as an entity whose assets constitute “plan assets”. Neither the Issuer nor any Obligor, maintains, contributes to, or has any liability with respect to, nor will any such entities incur any liabilities with respect to, a pension plan subject to Title IV of ERISA or Section 412 of the Code.

(p) PropCos’ Businesses.  The sole business of each PropCo is the ownership and operation of a biorefinery plant that processes corn to produce various products, including ethanol and other co-products with respect thereto.

(q) Tax Liability.  The Issuer has filed (and caused each PropCo to file) all tax returns that are required to be filed and has paid all taxes that have become due pursuant to such returns and all other Taxes and Other Charges applicable to the Issuer or such PropCo (as applicable) prior to delinquency.  In the opinion of the Issuer, all tax liabilities of each Obligor were adequately provided for as of December 31, 2020, and are now so provided for on the books of the Issuer or such Obligor (as applicable).

(r) Separate Tax Lot; No Flood Zone.  Each Property is taxed and billed separately from all real property that is not subject to the applicable Security Instrument with respect to such Property, and no part of any Property is located within a special flood hazard area.

(s) Foreign Investment.  Each Obligor and each Person holding any direct or indirect beneficial or ownership interest in any Obligor, has complied with all filing and reporting requirements under the International Investment and Trade in Services Survey Act, the Agricultural Foreign Investment Disclosure Act of 1978, the Foreign Investments in Real Property Tax Act of 1980, and all amendments of (and regulations promulgated pursuant to) any of the foregoing.

(t) Office of Foreign Asset Control.  Neither any Obligor nor any stockholder, member or manager of any Obligor is, and no legal or beneficial interest in a stockholder, member or manager of any Obligor is or shall be held, directly or indirectly, by Persons appearing on any OFAC list, such that entering into transactions with such a Person would violate OFAC or any other law. 

(u) Brokerage Commissions.  Any brokerage fees or commissions or other similar compensation due in connection with the Transaction or any of the Note Documents have been paid in full

and the Issuer shall (and shall cause each PropCo to) promptly pay any such commissions, fees or other compensation coming due in the future

(v) Insurance.  The Issuer maintains (or causes the applicable PropCo to maintain) each of the Policies and all other insurance required to be obtained and/or maintained pursuant to the Indenture or any of the other Note Documents, and all such Policies and other insurance are in full force and effect in compliance with the applicable terms, conditions and requirements thereof.

(w) Senior Debt.  Subject to the terms and conditions of the Note Documents (including, without limitation, Section 5.1 of the Indenture) the Obligations constitute first-lien senior secured debt of the Issuer and each PropCo.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASERS

Section 5.1 Securities Representations. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Issuer as of the Closing Date that:

(a) It is either (i) a Qualified Institutional Buyer, (ii) an Institutional Accredited Investor or (iii) a non-U.S. Person (as such term is defined in Regulation S under the Securities Act);

(b) It is acquiring the Notes for its own account, for investment purposes only and not with a view to any distribution thereof that would not otherwise comply with the Securities Act;

(c) It (i) understands that the Notes have not been registered under the Securities Act and the Notes are being issued by the Issuer in transactions exempt from the registration requirements of the Securities Act and (ii) agrees that all or any part of the Notes may not be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state laws;

(d) It understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Initial Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for resales only in limited amounts;

(e) Except as disclosed to the Obligors, it did not employ any broker or finder in connection with the Transaction and no commissions, fees or other compensation are payable by the Initial Purchasers to any such broker or finder; and

(f) It has been furnished with or has had access to the information it has requested from the Obligors, has sufficient knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of having invested in, the Notes.

ARTICLE 6
OTHER COVENANTS

Section 6.1 Rule 144A. For so long as any of the Notes remain outstanding and constitute “restricted securities” within the meaning of the Securities Act, the Issuer shall make available

at its expense, upon request, to any Holder of such Notes, and any prospective purchasers thereof, the information specified in Rule 144A(d)(4) under the Securities Act, unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act.

Section 6.2 DTC Eligibility. From and after the Closing Date, the Issuer shall (a) take all actions necessary to, upon the issuance thereof and while the same are outstanding, to ensure that the Notes shall be eligible for clearance and settlement through the facilities of DTC, (b) cause the Notes to be evidenced by one or more Notes to be issued in the name of Cede & Co., as nominee for DTC, pursuant to the DTC Agreement and (c) do all other things necessary and appropriate to give effect to the foregoing provisions.

ARTICLE 7
EXPENSES AND INDEMNIFICATION

Section 7.1 Expenses and Taxes. The Issuer agrees (a) to pay or reimburse the Initial Purchasers for all costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the other Note Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the Transaction is consummated), and the consummation and administration of the Transaction, including the reasonable fees, disbursements and other charges of counsel and (b) to pay or reimburse the Initial Purchasers for all costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Note Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Law or in connection with any workout or restructuring), including the fees, disbursements and other charges of counsel.  The foregoing costs and expenses shall include all search, filing, recording, title insurance, survey, appraisal, environmental and/or property condition report and zoning report or letter charges and fees and taxes related thereto, and other out-of-pocket costs and expenses incurred by the Purchasers.  All amounts due under this Section 7.1 shall be paid within five (5) days after invoiced or demand therefor; provided, however, that any amounts invoiced at least two (2) Business Days prior to the Closing Date shall be paid on the Closing Date.  If any Obligor fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any other Note Document, such amount may be paid on behalf of such Obligor by any Initial Purchaser, in its sole discretion.

Section 7.2 Indemnification. The Issuer shall indemnify and hold harmless each Purchaser and their respective Affiliates and each Purchaser’s and their respective Affiliates’ partners, directors, officers, employees, counsel, agents and, in the case of any funds, trustees, advisors, and other representatives and attorneys-in-fact (collectively, the “Indemnitees”) from and against (and will reimburse each Indemnitee as the same are incurred for) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), and expenses and disbursements (including the fees, disbursements and other charges of counsel) of any kind or nature whatsoever that may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee in any way relating to or arising out of or in connection with or by reason of (a) the execution, delivery, enforcement, performance or administration of any Note Document or any other agreement, letter or instrument delivered in connection with the Transaction or the consummation of the thereof, (b) any Note or the use or proposed use of the proceeds therefrom or (c) any losses, damages and liabilities arising from a litigation, investigation or proceeding in connection with or by reason of any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto and whether or not such proceeding is brought by the Issuer or any other Person (all the foregoing, collectively, the “Indemnified Liabilities”); provided,  however, that the Issuer shall not be liable for the payment to any Indemnitee for any portion of such Indemnified Liabilities to the extent that the same is determined in a final, nonappealable judgment by a court of competent

jurisdiction to have resulted from such Indemnitee’s own gross negligence or willful misconduct.  No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through any information transmission systems (including electronic telecommunications) in connection with this Transaction.  In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 7.2(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Obligor, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not the Transaction is consummated.

Section 7.3 Survival. The obligations of each of the parties hereto under this Article 7 shall survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement and the termination of this Agreement.    

Section 7.4 Portfolio Interest. The parties hereto acknowledge, understand and agree that any interest being paid under this Agreement (including amounts being treated as original issue discount for U.S. tax purposes) is exempt from U.S. withholding tax pursuant to the portfolio interest exemption as set forth in Code Sections 871(h) and 881(c), provided that the applicable Initial Purchaser satisfies the requirements described in Section 7.5(c). 

Section 7.5 Taxes. Except as provided below in this Section 7.5 or as required by law (which, for purposes of this Section 7.5, shall include FATCA), all payments made by any of the Obligors under this Agreement or any of the other Note Documents shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided,  however, that if any Non-Excluded Taxes are required to be withheld by any Obligor from any amounts payable by such Obligor to an Initial Purchaser hereunder or under any other Note Documents, the amounts so payable by such Obligor shall be increased to the extent necessary to yield to such Initial Purchaser (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided,  however, that each Obligor shall be entitled to deduct and withhold, and the Obligors shall not be required to indemnify for, any Non-Excluded Taxes. Whenever any Non-Excluded Taxes are payable by any Obligor, as promptly as possible thereafter, the applicable Initial Purchaser shall send to such Obligor, a certified copy of an original official receipt received by such Obligor as the case may be showing payment thereof. If any Obligor fails to pay any Non-Excluded Taxes when due to the appropriate Governmental Authority in accordance with applicable law, such Obligor shall indemnify the Initial Purchaser for any incremental taxes, interest or penalties that may become payable by an Initial Purchaser as a result of any such failure. The agreements in this Section 7.5 shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.

ARTICLE 8
MISCELLANEOUS

Section 8.1 Notices. Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via e-mail to the address set out below if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) the day following the day (except that if such day is not a Business Day, then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address set forth below, or at such other address as such party may specify by written notice to the other party hereto:

(a) if to a Purchaser or its nominee, to such Purchaser or its nominee at the address specified in Schedule 1, with copies (which copies shall not constitute notice) to: Milbank LLP, 55 Hudson Yards, New York, NY 10001, Attn: Kevin O’Shea and Casey T. Fleck, or at such other address as any Purchaser or its nominee shall have specified to the Issuer in writing;

(b) if to the Issuer or the Guarantors, to: Green Plains Inc., 1811 Aksarben Drive, Omaha, NE 68106, Email: Patrich.Simpkins@gpreinc.com, with a copy (which copy shall not constitute notice) to: Green Plains Inc., 1811 Aksarben Drive, Omaha, NE 68106, Email: Michelle.Mapes@gpreinc.com, or at such other address as the Issuer shall have specified to the Purchasers in writing.

Section 8.2 Benefit of Agreement and Assignments.

(a) Except as otherwise expressly provided herein, all covenants, agreements and other provisions contained in this Agreement by or on behalf of any of the parties hereto shall bind, inure to the benefit of and be enforceable by their respective successors and permitted assigns; provided,  however, that none of the Obligors or Obligors may assign or transfer any of its rights or obligations hereunder without the prior written consent of the Initial Purchasers.

(b) Nothing in this Agreement or in any other Note Document, express or implied, shall give to any Person (other than the parties hereto or thereto, Indemnitees and each of their respective successors and permitted assigns, as applicable) any benefit or any legal or equitable right, remedy or claim under this Agreement.  

Section 8.3 No Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in exercising any right, power or privilege hereunder or under the Notes and no course of dealing between the Issuer and any other party shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under the Notes preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder.  The rights and remedies provided herein and in the Notes are cumulative and not exclusive of any rights or remedies that the parties would otherwise have.  No notice to or demand on the Issuer in any case shall entitle the Issuer to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the other parties hereto to any other or further action in any circumstances without notice or demand.

Section 8.4 Amendments, Waivers and Consents. This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with the written consent of the Issuer and the Initial Purchasers (or, if no Initial Purchaser beneficially owns any Notes and any other Purchaser does beneficially own any Notes, with the written consent of the Issuer and the other Purchasers then beneficially owning at least a majority in aggregate principal amount of the Notes beneficially owned by all Purchasers in the aggregate). No amendment or waiver of this Agreement will extend to or affect any obligation, covenant or agreement not expressly amended or waived or thereby impair any right consequent thereon. 

Section 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 8.6 Reproduction. This Agreement, the other Note Documents and all documents relating hereto and thereto, including: (a) consents and waivers that may hereafter be executed, (b) documents received by the Initial Purchasers on the Closing Date (except the Notes themselves) and (c) financial statements, certificates and other information previously or hereafter furnished in connection herewith, may be reproduced by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and any original document so reproduced may be destroyed.  Each party hereto agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Section 8.6 shall not prohibit any party hereto or any holder of the Notes from contesting any such reproduction to the same extent that it could contest the original or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

Section 8.7 Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 8.8 Survival of Covenants and Indemnities. All covenants and indemnities set forth herein shall survive the execution and delivery of this Agreement, the issuance of the Notes, and, except as otherwise expressly provided herein with respect to covenants, the payment of principal of the Notes and any other obligations hereunder.

Section 8.9 governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Note Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Note Document shall affect any right that the Trustee or any Purchaser may otherwise have to bring any action or proceeding relating to any Note Document against the Issuer or the other Obligor Parties or their respective properties in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Note Document in any court referred to in clause (b) of this Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1.  Nothing in any Note Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) EACH PARTY HERETO HEREBY WAIVES, 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 ARISING OUT OF OR RELATING TO ANY NOTE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 8.10 Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable to the extent of such illegality, invalidity or unenforceability and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

Section 8.11 Entirety. This Agreement together with the other Note Documents represents the entire agreement of the parties hereto and thereto, and supersedes all prior agreements and understandings, oral or written, if any, relating to the Note Documents or the transactions contemplated herein or therein.

Section 8.12 Survival of Representations and Warranties. All representations and warranties made by the Issuer and the Guarantor herein shall survive the execution and delivery of this Agreement, the issuance, delivery and transfer of all or any portion of the Notes, and the payment of principal of the Notes, and any other obligations hereunder, regardless of any investigation made at any time by or on behalf of the Purchasers.

Section 8.13 Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

Section 8.14 Incorporation. All Schedules attached hereto are incorporated as part of this Agreement as if fully set forth herein.

Section 8.15 Currency. Unless otherwise specified, all dollar amounts referred to in this Agreement are in U.S. Dollars.

Section 8.16 Patriot Act. The Purchasers hereby notify the Issuer that, pursuant to the requirements of the PATRIOT Act, the Purchasers may be required to obtain, verify and record information that identifies the Issuer, the PropCos and the Guarantor, including their respective names and addresses other information that will allow the Purchasers to identify, the Issuer, the PropCos and the Guarantors in accordance with the PATRIOT Act.

Section 8.17 Further Assurances. Each of the parties hereto shall, upon reasonable request of any other party hereto, do, make and execute all such documents, act, matters and things as may be reasonably required in order to give effect to the transactions contemplated hereby.

Section 8.18 No Fiduciary Duties. The Issuer acknowledges and agrees that (a) the purchase and sale of the Notes pursuant to this Agreement is an arm’s-length commercial transaction among the Issuer on the one hand, and the Initial Purchasers, on the other, (b) in connection therewith and with the process leading to such transaction each Initial Purchaser is acting solely as a principal and not the agent or any fiduciary of the Issuer, (c) none of the Purchasers has assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the issuances contemplated hereby or the process leading thereto or (except the obligations expressly set forth in this Agreement) any other obligation to the Issuer and (d) the Issuer has consulted its own legal and financial advisors to the extent it deemed appropriate. To the extent permitted by law, the Issuer agrees that it shall not claim that any Purchaser has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it, in connection with such transaction or the process leading thereto.





issuer:



GREEN PLAINS SPE LLC



a Delaware limited liability company





By:  Green Plains Inc.,



an Iowa corporation, Sole Member





By:

/s/ Todd Becker



Name:

Todd Becker



Title

President & Chief Executive Officer













guarantor:





GREEN PLAINS INC.,



an Iowa corporation





By:

/s/ Todd Becker



Name:

Todd Becker



Title

President & Chief Executive Officer









Accepted as of the date hereof:





initial PURCHASERs:





BLACKROCK GLOBAL ALLOCATION FUND, INC.





By: BlackRock Advisors, LLC, as Investment Adviser







By:

/s/ Sacha M. Bacro



Name:

Sacha M. Bacro



Title

Managing Director









BLACKROCK GLOBAL ALLOCATION COLLECTIVE FUND





By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of the Global Allocation Collective Fund







By:

/s/ Sacha M. Bacro



Name:

Sacha M. Bacro



Title

Managing Director









STRATEGIC INCOME OPPORTUNITIES BOND FUND



By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of the Strategic Income Opportunities Bond Fund









By:

/s/ Sacha M. Bacro



Name:

Sacha M. Bacro



Title

Managing Director









BLACKROCK TOTAL RETURN BOND FUND



By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of the BlackRock Total Return Bond Fund.









By:

/s/ Sacha M. Bacro



Name:

Sacha M. Bacro



Title

Managing Director





Section 1. Defined Terms.  As used in this Agreement, the following terms have the meanings set forth in or incorporated by reference below:

Section 2. Pledge; Grant of Security Interest.  Pledgor hereby pledges and grants to Secured Party, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, a first priority security interest in all of Pledgor’s right, title and interest in, to and under the following (collectively, the “Collateral”):

(a) all Pledged Interests;

(b) all securities, moneys or property representing dividends or interest on any of the Pledged Interests, or representing a distribution in respect of the Pledged Interests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests;

(c) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Interests and any other Collateral;

(d) all “accounts”, “documents”, “general intangibles”, “instruments” and “investment property” (in each case as defined in the Code) constituting or relating to the foregoing;

(e) all rights, privileges, authority and power arising from Pledgor’s interest in each PropCo (provided,  however, that, so long as no Event of Default exists, Pledgor may exercise such rights, privileges, authority vested in Pledgor;

(f) the capital of Pledgor in each PropCo and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents, as applicable (each an “Organizational Document” and collectively, the “Organizational Documents”): articles of incorporation, certificate of formation, certificate of limited partnership, certificate of organization, by-laws, limited partnership agreement, limited liability company agreement, stock certificates, certificates of limited partnership interests or general partnership interests (if any), certificates of limited liability company membership interests (if any), and all amendments or modifications of any of the foregoing, and all other agreements, instruments and/or other organizational or governing documents of or relating to each PropCo (provided,  however, that, so long as no Event of Default exists, subject to the terms and conditions of the Indenture, Pledgor shall retain all rights with respect to all such profits, losses, distributions, allocations and proceeds);

(g) all other payments, if any, due or to become due to Pledgor in respect of any of the items listed in this Section 2, under or arising out of any Organizational Document of any PropCo or otherwise, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise;

(h) all of Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the ownership of the Pledged Interests;

(i) all present and future claims, if any, of Pledgor against any PropCo for monies loaned or advanced, for services rendered or otherwise;

(j) all of Pledgor’s rights pursuant to any Organizational Document of any PropCo or at law or in equity, to exercise and enforce every right, power, remedy, authority, option and privilege of Pledgor relating to the Pledged Interests, including, but not limited to, the right to execute any instruments and to take any and all other action on behalf of and in the name of Pledgor in respect of the Pledged Interests and/or any PropCo, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of any PropCo, to enforce or execute any checks, or other instruments or orders and to file any claims and to take any actions in connection with any of the foregoing;

(k) all Investment Property (as such term is defined in the Code) issued by, or relating to, any PropCo;

(l) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Pledged Interests;

(m) any Net Liquidation Proceeds After Debt Service;

(n) all Proceeds of any of the foregoing property of Pledgor (including, without limitation, any proceeds of insurance thereon). 

Section 3. Certificates and Powers.  Concurrently with the execution and delivery of this Agreement, Pledgor shall deliver to Secured Party the original certificate evidencing the Pledged Interests (which certificates shall constitute the “security certificates” (as defined in the Code)), together with an undated limited liability company interest transfer power covering each such certificate, duly executed in blank, in the form of Exhibit B attached hereto.

Section 1. Representations and Warranties.  Pledgor represents and warrants as of the date hereof that:

(a) No authorization, consent of or notice to any other Person (including, without limitation, any member, partner or creditor of Pledgor or any PropCo) that has not been obtained, is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement including, without limitation, the assignment and transfer by Pledgor of any of the Collateral to Secured Party or the subsequent transfer thereof by Secured Party pursuant to the terms hereof.

(b) All of the Pledged Interests have been duly and validly issued and are fully paid and non-assessable.

(c) The Pledged Interests listed on Schedule 1 hereto constitute all the issued and outstanding limited liability company interests in each PropCo.

(d) Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests listed on Schedule 1 hereto free of any and all Liens or options in favor of, or claims of, any other Person, except the Lien created by this Agreement, and the Pledged Interests have not previously been assigned, sold, transferred, pledged or encumbered (except pursuant to this Agreement).

(e) Upon delivery to Secured Party of the limited liability company certificates evidencing the Pledged Interests, the Lien granted pursuant to this Agreement will constitute a valid, perfected first priority Lien on the Pledged Interests, enforceable as such against all creditors of Pledgor and any Persons purporting to purchase any Pledged Interests from Pledgor.

(f) Upon the filing of the Form UCC-1 financing statements referred to in Section 5(c) with the Delaware Secretary of State, the Lien granted pursuant to this Agreement will constitute a valid, perfected first priority Lien on the Collateral other than the Pledged Interests (including all related Proceeds) in such jurisdiction, enforceable as such against all creditors of Pledgor and any Persons purporting to purchase any such Collateral (or related Proceeds) from Pledgor.

(g) The principal place of business and chief executive office of Pledgor is, and has been since its formation, located at 1811 Aksarben Drive, Omaha, Nebraska 68106.

(h) The exact name of Pledgor is Green Plains SPE LLC.

(i) Pledgor was duly formed and is validly existing under the laws of the State of Delaware.

(j) There exist no certificates, instruments or writings representing the Pledged Interests other than the certificates issued and delivered to Secured Party on the date hereof.

(k) All of the Pledged Interests have been “certificated”, are “securities” governed by Article 8 of the Code and, during the term of this Agreement, the Pledged Interests are and will be deemed securities under Article 8 and Article 9 of the Code, including, without limitation, Section 8-103(c) of the Code.

(l) The Pledged Interests (i) are not “financial assets” (within the meaning of Section 8-102(a)(9) of the Code) and (ii) are not credited to a “securities account” (within the meaning of Section 8-501(a) of the Code).  The operating agreement of each PropCo and the certificates evidencing the Pledged Interests each shall at all times state that the Pledged Interests are “securities” as such term is defined in Article 8 of the UCC as in effect in the State of Delaware.

(m) Each of Pledgor and Mt. Vernon PropCo is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes.

Section 2. Covenants.  Pledgor covenants and agrees that, from and after the date of this Agreement until the satisfaction of the Obligations (other than solely with respect to any contingent indemnification obligations) in full:

(n) Acknowledgements of Parties.  If Pledgor shall, as a result of its ownership of the Pledged Interests, become entitled to receive or shall receive any stock certificate or partnership or limited liability company certificate, as applicable (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Interests, or otherwise in respect thereof, Pledgor shall accept the same as Secured Party’s agent, hold the same in trust for Secured Party and deliver the same forthwith to Secured Party in the exact form received, duly endorsed by Pledgor to Secured Party, if required, together with an undated limited liability company transfer power covering such certificate duly executed in blank and with, if Secured Party so requests, signature guaranteed, to be held by Secured Party hereunder as additional security for the Obligations.  Any sums paid upon or in respect of the Pledged Interests upon the liquidation or dissolution of either PropCo shall be paid over to Secured Party to be held by it hereunder as additional security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of either PropCo or pursuant to the reorganization thereof, the property so distributed shall be delivered to Secured Party to be held by it, subject to the terms hereof, as additional security for the Obligations.  If any sums of money or property so paid or distributed in respect of the Pledged Interests shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to Secured Party, hold such money or property in trust for the benefit of Secured Party, segregated from other funds of Pledgor, as additional security for the Obligations.

(o) Actions of PropCo. Without the prior written consent of Secured Party, Pledgor shall not, directly or indirectly (i) vote to enable, or take any other action to permit, any PropCo to issue any stock, partnership or limited liability company interests, or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership or limited liability company interests, in any PropCo, or (ii) except as expressly permitted by the Indenture, sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, all or any Collateral, or (iii) create, incur, authorize or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Agreement.  Pledgor shall defend the right, title and interest of Secured Party in and to the Collateral against the claims and demands of all Persons whomsoever.

(p) Additional Assurances.  At any time and from time to time, upon the written request of Secured Party, and at the sole expense of Pledgor, Pledgor shall promptly and duly give, execute, deliver file and/or record such further instruments and documents and take such further actions as Secured Party may reasonably request for the purposes of obtaining, creating, perfecting, validating or preserving the full benefits of this Agreement and of the rights and powers herein granted (including, without limitation, filing Uniform Commercial Code financing or continuation statements and amendments to the same), provided that the amount of the Obligations shall not be increased thereby.  Pledgor hereby authorizes Secured Party to file any such financing statement or continuation statement without the signature of Pledgor to the extent permitted by law, including, without limitation, financing statements (and amendments of financing statements and continuation statements) that name Pledgor as debtor and Secured Party as secured party and that cover all assets of Pledgor now existing or hereafter acquired or words of similar meaning.  Pledgor

hereby ratifies the filing of any such financing statements (or amendments of financing statements or continuation statements) that were filed prior to the execution hereof).  If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to Secured Party, duly endorsed in a manner satisfactory to Secured Party, to be held as Collateral pursuant to this Agreement.  Secured Party is hereby appointed, with the right to exercise such appointment, during the continuance of an Event of Default, as Pledgor’s attorney-in-fact, which appointment as attorney-in-fact is irrevocable and coupled with an interest, the attorney-in-fact of Pledgor for the sole purpose of perfecting and maintaining its first priority security interest in the Collateral.

(q) Limitation on Liens.  Pledgor shall not create, incur or permit to exist, shall defend the Collateral against, and shall take all such other action as is necessary to remove, any Lien or claim on or to the Collateral, other than the Liens created hereby, and will defend the right, title and interest of Secured Party in, to and under the Collateral against the claims and demands of all other Persons whomsoever.

(r) Further Identification of Pledged Interests.  Pledgor shall furnish to Secured Party from time to time statements and schedules further identifying and describing the Pledged Interests and such other reports in connection with the Pledged Interests as Secured Party may reasonably request, all in reasonable detail.

(s) Changes in Location, Name, Etc.  Pledgor shall not, unless it shall have given thirty (30) days’ prior written notice thereof to Secured Party, (A) change the location of its chief executive office or principal place of business from that specified in Section 4(f), or (B) change its name, identity or structure, or (C) reorganize or reincorporate under the laws of another jurisdiction.

(t) Hold Harmless; Taxes.  Pledgor shall pay, and save Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all transfer, stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement (including, without limitation, the enforcement of any of Secured Party’s rights or remedies under this Agreement or any of the Note Documents).

(u) Uncertificated Interests.  If at any time any limited liability company membership interest in any PropCo is evidenced by an uncertificated security, Pledgor shall promptly notify Secured Party thereof and shall promptly take all actions required to perfect the security interests of Secured Party therein under Applicable Law.  Pledgor further agrees to take such actions as Secured Party deems reasonably necessary or desirable to effect the foregoing and to permit Secured Party to exercise any of its rights and remedies hereunder, and agrees to provide an opinion of counsel satisfactory to Secured Party with respect to any such pledge of uncertificated membership interest promptly upon request of Secured Party.

(v) Lost Certificates.  If Secured Party loses any limited liability company certificate evidencing any Pledged Interests issued and delivered to Secured Party, then Pledgor shall cause the applicable PropCo to issue and deliver to Secured Party a new certificate reasonably acceptable

to Secured Party (the “Replacement Certificate”) representing such Pledged Interests. In connection with any PropCo’s issuance of a Replacement Certificate, Secured Party shall provide an affidavit representing that such previously issued limited liability company certificate has been lost, stolen or destroyed, as applicable.

Section 3. Certain Understandings of Parties; Control of Pledged Collateral, Etc. 

(1) The Pledged Interests are securities governed by Article 8 of the Code, but the Pledged Interests are not, and shall not be, investment company securities within the meaning of Section 8-103 of the Code.  The Pledged Interests (i) shall not become “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC) related to a “security entitlement” (within the meaning of Sections 8-102(a)(17) and 8-501(a) of the UCC) and (ii) shall not be credited to a “securities account” (within the meaning of Section 8-501(a) of the UCC).

(2) On or before the date hereof, Pledgor shall (i) cause each PropCo to “opt-in” to treatment of the applicable Pledged Interests as securities within the meaning of Section 8-103(c) of the Code, (ii) deliver to Secured Party certificated securities representing all of the Pledged Interests, duly indorsed or subscribed in blank, or accompanied by appropriate stock powers or other instruments of transfer, pledge or assignment, and enter into such other arrangements as may be necessary to give control of any Investment Property to Secured Party within the meaning of Section 8-106 of the Code, (iii) send written instructions in the form of Exhibit C attached hereto to each PropCo, and shall cause each PropCo to, and each PropCo shall, deliver to Secured Party a Confirmation Statement and Instruction Agreement in the form of Exhibit D attached hereto pursuant to which such PropCo shall confirm that it has registered the pledge of the applicable Pledged Interests effected by this Agreement on its books and agrees to comply with the instructions of Secured Party in respect of the Collateral without further consent of Pledgor or any other Person, and (iv) promptly take all other actions required to perfect the security interests of Secured Party in the Collateral under Applicable Laws.  It is the intention of Pledgor and Secured Party that at all times while any Obligations remain outstanding, the Pledged Interests shall constitute Investment Property, and, to that end, Pledgor shall take, and shall cause each PropCo to take, all necessary action to obtain such classification pursuant to the Code.

Section 4. Distributions; Voting Rights.  Subject to the provisions of the Indenture and the limitations on distributions set forth therein, and in each case unless an Event of Default shall exist, Pledgor shall be permitted to receive all partnership and/or limited liability company interest distributions or cash dividends paid in the normal course of business of any PropCo and Pledgor shall at all times have the right to exercise all voting and partnership and/or limited liability company or corporate rights with respect to the Pledged Interests, provided that no vote shall be cast or right exercised or other action taken which would impair Secured Party’s Lien on the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, the Notes, this Agreement or any other Note Documents.

Section 5. Rights of Secured Party.

(w) If an Event of Default shall occur and be continuing, Secured Party shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Interests and make application thereof to the Obligations,

in such order as Secured Party, in its sole discretion (exercised at the direction of the Required Holders), may elect, in accordance with the Note Documents.  If an Event of Default shall occur and be continuing, then all such Pledged Interests at Secured Party’s option, shall be registered in the name of Secured Party or its nominee (if not already so registered), and Secured Party or its nominee may thereafter exercise (i) all voting, and all corporate, limited liability company or partnership, as applicable, and other rights pertaining to the Pledged Interests and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any PropCo, or upon the exercise by Pledgor or Secured Party of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(x) The rights of Secured Party under this Agreement shall not be conditioned or contingent upon the pursuit by Secured Party of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other security therefor, guarantee thereof or right of offset with respect thereto.  No Secured Party shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

(y) Pledgor authorizes Secured Party, at any time and from time to time, to execute, in connection with any sale or other disposition of all or any of the Collateral pursuant to Section 9 or Section 10, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

(z) The powers conferred upon Secured Party hereunder are solely to protect Secured Party’s interest in the Collateral and shall not impose any duty upon Secured Party to exercise any such powers.  Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct.

(aa) If Pledgor fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, then the costs and expenses of Secured Party incurred in connection with such performance or compliance by Secured Party, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Secured Party on demand and shall constitute obligations secured hereby.

Section 6. Remedies.  (a)  If an Event of Default shall exist, Secured Party may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations:

(i) all rights and remedies of a secured party under the Code (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to all or any Collateral as if Secured Party were the sole and absolute owner thereof (and Pledgor agrees to take all such action as may be appropriate to give effect to such right);

(ii) Secured Party may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;

(iii) in its discretion, Secured Party may, in its name or in the name of Pledgor or otherwise, demand, sue for, collect, direct payment of or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so.

(bb) Without limiting the generality of the foregoing, Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or otherwise required hereby) to or upon Pledgor, any PropCo, or any other Person (all and each of which demands, presentments, protests, advertisements and notices, or other defenses, are hereby waived to the extent permitted under Applicable Law), may in such circumstances upon which an Event of Default shall occur and be continuing forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best in its sole discretion (exercised at the direction of the Required Holders), for cash or on credit or for future delivery without assumption of any credit risk.  Secured Party shall have the right, without notice or publication, to adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be adjourned without further notice.  Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase all or any portion of the Collateral so sold, free of any right or equity of redemption of Pledgor, which right or equity of redemption is hereby waived or released.  Secured Party shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Secured Party hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in

whole or in part of the Obligations, in such order as Secured Party may elect, and only after such application and after the payment by Secured Party of any other amount required by any provision of law, including, without limitation, Sections 9-610 and 9-615 of the Code, need Secured Party account for the surplus, if any, to Pledgor.  To the extent permitted by Applicable Law, Pledgor waives all claims, damages and demands it may acquire against Secured Party arising out of the exercise by Secured Party of any of its rights hereunder, except for any claims, damages and demands it may have against Secured Party arising from the willful misconduct or gross negligence of Secured Party or its affiliates, or any agents or employees of the foregoing.  If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

(cc) The rights, powers, privileges and remedies of Secured Party under this Agreement are cumulative and shall be in addition to all rights, powers, privileges and remedies available to Secured Party at law or in equity.  All such rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the rights of Secured Party hereunder.

Section 7. Private Sales.  (a)  Pledgor recognizes that Secured Party may be unable to effect a public sale of any or all of the Pledged Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Secured Party than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale.  Secured Party shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the applicable PropCos or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such PropCo or Pledgor would agree to do so.

(dd) Pledgor further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Pledged Interests pursuant to this Section 10 valid and binding and in compliance with any and all other requirements of Applicable Law.  Pledgor further agrees that a breach of any of the covenants contained in this Section 10 will cause irreparable injury to Secured Party, that Secured Party have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 10 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred.

(ee) Secured Party shall not incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market.  Pledgor hereby waives any claims against Secured Party arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been

obtained at a public sale or was less than the Aggregate Outstanding Principal Amount, even if Secured Party accepts the first offer received and does not offer any Collateral to more than one offeree, provided that Secured Party has acted in a commercially reasonable manner in conducting such private sale.

(ff) The Code states that Secured Party is able to purchase the Pledged Interests only if they are sold at a public sale.  Secured Party has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933.  The Code permits Pledgor to agree on the standards for determining whether Secured Party has complied with its obligations under Article 9 of the Code.  Pursuant to the Code, Pledgor specifically agrees (i) that it shall not raise any objection to Secured Party’s purchase of any Pledged Interests (through bidding on the obligations or otherwise) and (ii) that a foreclosure sale conducted in conformity with the principles set forth in the No-Action Letters (A) shall be considered to be a “public” sale for purposes of the Code; (B) will be considered commercially reasonable notwithstanding that Secured Party has not registered or sought to register all or any the Pledged Interests under the Securities Laws, even if Pledgor or any PropCo agrees to pay all costs of the registration process; and (C) shall be considered to be commercially reasonable notwithstanding that Secured Party purchases all or any Pledged Interests at such a sale.

(gg) Pledgor agrees that Secured Party shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Interests sold by Secured Party pursuant to this Agreement. Secured Party, may, in its sole discretion (exercised at the direction of the Required Holders), among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers.  Without in any way limiting Secured Party’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale:

(i) Secured Party conducts the foreclosure sale in the State of New York;

(ii) The foreclosure sale is conducted in accordance with the laws of the State of New York;

(iii) Not more than ninety (90) days before, and not less than thirty (30) days in advance of the foreclosure sale, Secured Party notifies Pledgor at the address set forth herein of the time and place of such foreclosure sale, Pledgor hereby specifically agreeing that such notice shall constitute commercially reasonable notice of such sale both with respect to Pledgor and with respect to potential bidders at such sale and other interested third parties;

(iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in New York City on any Business Day between the hours of 9 a.m. and 5 p.m.;

(v) The notice of the date, time and location of the foreclosure sale is published in the New York Times, the Wall Street Journal, Commercial Mortgage Alert,  Real Estate Alert (or such other newspaper or periodical widely circulated in New York, New York) not less than twice in any two of such newspapers or publications not less than seven (7) days prior to the date of the foreclosure sale; and

(vi) Secured Party sends notification of the foreclosure sale to all secured parties identified as a result of a search of the Uniform Commercial Code financing statements in the filing offices located in the State of Delaware conducted not later than twenty (20) days and not earlier than sixty (60) days before such notification date.

Section 8. Limitation on Duties Regarding Collateral.  Secured Party’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as Secured Party deals with similar securities and property for its own account.  Neither Secured Party nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or otherwise.

Section 9. Financing Statements; Other Documents.  Pledgor hereby authorizes Secured Party to file UCC-1 financing statements with respect to the Collateral.  Pledgor agrees to deliver any other document or instrument which Secured Party may reasonably request with respect to the Collateral for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted.

Section 10. Attorney-in-Fact.  Without limiting any rights or powers granted by this Agreement to Secured Party, Secured Party is hereby appointed, which appointment as attorney-in-fact is irrevocable and coupled with an interest, the attorney-in-fact of each Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which Secured Party may deem necessary or advisable to accomplish the purposes hereof including, without limitation, during the continuance of an Event of Default:

(hh) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(ii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with the foregoing clause (a);

(jj) to file any claims or take any action or institute any proceedings that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party, with respect to any of the Collateral; and

(kk) to execute, in connection with the sale provided for in Section 9 or Section 10, any endorsement, assignments, or other instruments of conveyance or transfer with respect to the Collateral.

Section 11. Miscellaneous.

(ll) Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(mm) Headings.  The headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

(nn) No Waiver; Cumulative Remedies.  Secured Party shall not by any act (except by a written instrument pursuant to Section 17(d)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Secured Party would otherwise have on any future occasion.  The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers or privileges provided by law.

(oo) Waivers and Amendments.  None of the terms or provisions of this Agreement may be waived, amended, or otherwise modified except by a written instrument executed by the party against which enforcement of such waiver, amendment, or modification is sought.

(pp) No Transfer.  Except as otherwise permitted under the Note Documents, Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any Collateral, or any interest therein, or any proceeds thereof, except for the security interest provided for by this Agreement.

(qq) Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of Pledgor and the respective successors and assigns of Pledgor and shall inure to the benefit of Secured Party and its successors and assigns; provided Pledgor shall not have any right to assign its rights hereunder.

(rr) Notices.  The provisions of Section 12.1 of the Indenture are hereby incorporated by reference into this Agreement to the same extent and with the same force as if fully set forth herein.

(ss) Governing Law; Submission to Jurisdiction.  The provisions of Section 12.6 of the Indenture are hereby incorporated by reference into this Agreement to the same extent and with the same force as if fully set forth herein. 

(tt) Agents.  Secured Party may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for their actions except for the gross negligence or willful misconduct of any such agents or attorneys-in-fact.

(uu) Irrevocable Proxy.  With respect to Article 8 Matters (as defined below), Pledgor hereby irrevocably grants and appoints Secured Party, from the date of this Agreement until the termination of this Agreement in accordance with its terms, as Pledgor’s true and lawful proxy, for and in Pledgor’s name, place and stead to vote the Pledged Interests, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired, with respect to such Article 8 Matters.  The proxy granted and appointed in this Section 14(j) shall include the right to sign Pledgor’s name (as a member of the applicable PropCo) to any consent, certificate or other document relating to an Article 8 Matter and/or any Pledged Interests that Applicable Law may permit or require, to cause such Pledged Interests to be voted in accordance with the preceding sentence.  Pledgor hereby represents and warrants that there are no other proxies and powers of attorney with respect to an Article 8 Matter that Pledgor may have granted or appointed.  Pledgor shall not give a subsequent proxy or power of attorney or enter into any other voting agreement with respect to any Pledged Interests with respect to any Article 8 Matter and any attempt to do so with respect to an Article 8 Matter shall be void and of no effect.  The proxies and powers granted by Pledgor pursuant to this Agreement are coupled with an interest and are given to secure the performance of Pledgor’s obligations.  As used herein, “Article 8 Matter” means any action, decision, determination or election by either PropCo or its member(s) that its membership interests or other equity interests, or any of them, be, or cease to be, a “security” as defined in and governed by Article 8 of the Uniform Commercial Code in effect in the State of Delaware and any other applicable jurisdiction, and all other matters related to any such action, decision, determination or election.

(vv) Irrevocable Authorization and Instruction to the PropCos.  Pledgor hereby authorizes and instructs each PropCo to comply with any instruction received by it from Secured Party in writing that (i) states that an Event of Default has occurred and (ii) otherwise complies with any applicable terms of this Agreement, without any other or further instructions from Pledgor, and Pledgor agrees that each PropCo shall be fully protected in so complying.

(ww) Counterparts.  This Agreement may be executed in any number of counterparts and all the counterparts taken together shall be deemed to constitute one and the same instrument.

(xx) Waiver of Jury Trial.  The provisions of Section 12.7 of the Indenture are hereby incorporated by reference into this Agreement to the same extent and with the same force as if fully set forth herein.

(yy) Joint and Several Liability.  If Pledgor consists of more than one Person or party, the obligations and liabilities of each such Person or party hereunder shall be joint and several.

(zz) Acknowledgment and Consent.  Pledgor shall cause each PropCo to execute and deliver to Secured Party an Acknowledgment and Consent with respect to this Agreement in the form of Exhibit A attached hereto, in connection with the execution and delivery of this Agreement.

(aaa) Trustee’s Discretion.  The provisions of Section 7.2(j) of the Indenture are hereby incorporated by reference into this Agreement to the same extent and with the same force as if fully set forth herein.  With respect to any matter relating to this Agreement, Trustee shall have the same rights as the Trustee has under Section 7.2(j) of the Indenture.     





PLEDGOR:





GREEN PLAINS SPE LLC,



a Delaware limited liability company





By: Green Plains Inc.,



an Iowa corporation, Sole Member





By:

/s/ Todd Becker



Name:

Todd Becker



Title

President & Chief Executive Officer









SECURED PARTY:





WILLMINGTON TRUST, NATIONAL



ASSOCIATION,



as Trustee











By:

/s/ Daniel Greene



Name:

Daniel Greene



Title

Banking Officer