Third Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of November 27, 2019, by and among Green Plains Trade Group LLC and PNC Bank, National Association

THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT



This Third Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement (the  “Amendment”) is made this 27th day of November, 2019 by and among Green Plains Trade Group LLC, a limited liability company formed under the laws of the State of Delaware (“GTRADE”), and each other Person joined as a Borrower from time to time (each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).



BACKGROUND

A.On July 28, 2017, Borrower, Lenders and Agent entered into that certain Fourth Amended and Restated Revolving Credit and Security Agreement (as same has been or may be amended, modified, renewed, extended, replaced or substituted from time to time, the “Loan Agreement”) to reflect certain financing arrangements between the parties thereto.  The Loan Agreement and all other documents executed in connection therewith to the date hereof are collectively referred to as the “Existing Financing Agreements.”  All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement, as amended hereby. 



B.The Borrower sells certain accounts receivable on an ongoing basis pursuant to a certain supplier agreement (the “Supplier Agreement”), dated as of March 8, 2018, and wishes for such accounts receivable to be included in the Formula Amount under the Loan Agreement until such time as consideration is paid for such accounts receivable under and pursuant to the Supplier Agreement.  



C.In connection with the foregoing, the Borrower hereby requests, and subject to the terms and conditions hereof, Agent and the Required Lenders have agreed to amend certain terms and provisions of the Loan Agreement as more particularly described herein.



D.The parties hereto are entering into this Amendment with the understanding and agreement that, except as expressly provided herein, none of Agent’s or any Lender’s rights or remedies as set forth in the Loan Agreement or any Other Document is being waived or modified by the terms of this Amendment. 

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:

“Eligible Supply Chain Receivables” shall mean each Receivable (a) owing from a certain specific single customer of Borrower, separately identified to Agent and Lenders and acceptable to Agent in its Permitted Discretion, which is the subject of that certain (i) supplier agreement between Citibank, N.A. and Borrower dated as of March 8, 2018 and (ii) lien release and assignment of proceeds agreement by and among Citibank, N.A., Borrower and Agent dated as of June 7, 2018, (b) that meets the requirements of an Eligible Receivable, except (i) clause (b) of such definition; provided that, such Receivable is not due or unpaid more than ten (10) days after the original due date or fifteen (15) days after the original invoice date and (ii) clause (t) of such definition and (c) such Receivable is otherwise satisfactory to Agent in its Permitted Discretion.



“Eligible Supply Chain Receivables Guaranty Agreement” shall mean that certain guaranty agreement between the corporate parent owning 100% of the Equity Interests of the certain single customer of Borrower identified to Agent pursuant to the definition of Eligible Supply Chain Receivables and Borrower dated as of November 7, 2019, pursuant to which such corporate parent guarantees any and all amounts owning by such single customer to Borrower up to an amount equal to $40,000,000.



(i) subject to the provisions of Sections 2.1(c) and (d) hereof, up to 85% (“Receivables Advance Rate”) of Eligible Receivables, Eligible Off-load Receivables, Eligible Insured Foreign Receivables, Eligible Un-Insured Foreign Receivables, Eligible Unbilled Receivables and Eligible Supply Chain Receivables,  plus

(v)  the aggregate amount of Revolving Advances made to Borrowers against Eligible Supply Chain Receivables shall not exceed, at any time, the lesser of (A) an amount equal to 25% of the amount derived from the calculation made pursuant to Section 2.1(a)(y)(i) (subject, for the avoidance of doubt, to the sublimits applicable in respect of this Section 2.1(c)) or (B) the then current amount guaranteed pursuant to the Eligible Supply Chain Receivables Guaranty Agreement.



(b) (1) the Tuesday of each calendar week as of Friday of the prior calendar

week, (2) the business day following the deposit into a Blocked Account of funds representing collections on Eligible Supply Chain Receivables in an amount which, together with all other collections on Eligible Supply Chain Receivables since the Agent’s receipt of the most recent Borrowing Base Certificate, would equal an aggregate amount in excess of $10,000,000 and (3) at all times that a Springing Event exists, on each day an Advance is requested;



Section 16.19.  Acknowledgement Regarding Any Supported QFCs. To the extent that this Agreement and Other Document provide support, through a guarantee or otherwise, for Lender-Provided Interest Rate Hedges, Lender-Provided Foreign Currency Hedges or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Agreement, the Other Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): 



(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement and the Other Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and this Agreement and the Other Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the

parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 



(b)As used in this Section 16.19, the following terms have the following meanings:



“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.



“Covered Entity” means any of the following:  (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).



“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.



“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).



(a)reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements 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 Loan 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 Existing Financing Agreements;

(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.