Second Amendment to Second Amended and Restated Security Agreement, dated as of April 13, 2018, by and among Green Plains Commodity Management LLC and PNC Bank, National Association

Exhibit 10.2



SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT



This Second Amendment to Second Amended and Restated Security Agreement (the  “Amendment”) is made this 13th day of April, 2018 by and among Green Plains Commodity Management LLC, a limited liability company formed under the laws of the State of Delaware (“GPCM”), and each Person joined as a Debtor thereto from time to time (each a “Debtor”, and collectively “Debtors”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).



BACKGROUND

A.On July 28, 2017, Debtor and Agent entered into that certain Second Amended and Restated Security Agreement (as same has been or may be amended, modified, renewed, extended, replaced or substituted from time to time, the “Security Agreement”) to reflect certain security arrangements between the parties thereto.   All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Security Agreement. 



B.Debtor seeks to enter into a revolving credit facility with Macquarie Bank Limited (“MBL”) and Macquarie Futures USA LLC (“MFUSA”), secured by, among other collateral, certain commodity interest accounts which Debtor maintains with MFUSA.  Therefore, Debtor has requested that Agent and Required Lenders amend certain provisions of the Security Agreement to release their security interests under the Security Agreement in the certain collateral and Agent is willing to do so on the terms and conditions hereafter set forth.



NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

Notwithstanding the foregoing provisions of this Section 1.1 or any provision to the contrary contained herein or in any other Loan Document, the grant of a security interest as provided herein shall not extend to, and the Collateral shall not include or be deemed to include any of the following (collectively, the “Excluded Property”):



all of GPCM’s right, title and interest in, to and under:



(1) one or more commodity interest accounts maintained by GPCM at Macquarie Futures USA LLC (“MFUSA”) (collectively, the “Futures Account”),



(2) all cash, securities, commodity contracts, swap agreements, investment property, financial assets, general intangibles and other assets transferred by GPCM to the Futures Account or otherwise held in, credited to or deposited in the Futures Account,



(3) all interest and distributions with respect to the Futures Account or property therein or credited thereto, and

(4)   all cash and non-cash proceeds of any of the foregoing;



provided, however, that at no time shall GPCM permit the aggregate principal amount of Indebtedness secured by Liens on such Excluded Property to exceed $50,000,000 (the “Excluded Property Debt Cap”); and provided further that, for the avoidance of doubt, all parties hereto agree that (a) a failure by GPCM to ensure that the aggregate principal amount of Indebtedness to Macquarie Bank Limited (“MBL”) secured by such Excluded Property does not exceed the Excluded Property Debt Cap will constitute (i) a breach by GPCM of this Agreement and (ii) an Event of Default pursuant to Section 10.14 of the Loan Agreement and (b) if the Excluded Property Debt Cap is exceeded pursuant to Section 1.1(a)(4)(i) above except that GPCM shall have ten (10) days from the receipt of notice from MBL to pay down any Indebtedness exceeding the Excluded Property Debt Cap, it shall not be a breach by GPCM of this Agreement and shall not be an Event of Default pursuant to Section 10.14 of the Loan Agreement if any amount exceeding the Excluded Property Debt Cap is paid down within such ten (10) day period.  Any breach by GPCM of this Agreement or the Loan Agreement shall not give rise to or require (A) any liability on the part of MFUSA, MBL or any of their Affiliates or (B) any lien or security interest in the Excluded Property in favor of Secured Party or any other person (and this proviso shall be enforceable by MFUSA, MBL and their Affiliates as third party beneficiaries).



(a)reaffirms all representations and warranties made to Agent under the Security Agreement and all of the Loan Documents and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date);

(b)reaffirms all of the covenants contained in the Security Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;

(c)represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Loan Documents;

(d)represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws,  or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and

(e)represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.









By:/s/ James Simpson

Name: James Simpson

Title:Vice President            



Acknowledged and Agreed:

CITIBANK, N.A., as a Lender

By:/s/ Jeff Royston

Name: Jeff Royston            

Title:SVP                             

Acknowledged and Agreed:

BMO HARRIS BANK N.A., as a Lender



By:/s/ Craig Thistlethwaite

Name: Craig Thistlethwaite

Title:Managing Director            





Acknowledged and Agreed:

FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender



By:/s/ William J. Paul      

Name: William J. Paul

Title:Senior Vice President          



Acknowledged and Agreed:

WOODFOREST NATIONAL BANK, as a Lender



By:/s/ Dennis Kujawa

Name: Dennis Kujawa

Title:First Vice President            

Acknowledged and Agreed:

BANK OF AMERICA, N.A., as a Lender





By:/s/ Charles Fairchild

Name: Charles Fairchild

Title:Senior Vice President