AMENDMENT NO. 1 TO RAIL TRANSPORTATION SERVICES AGREEMENT

AMENDMENT NO. 1 TO RAIL TRANSPORTATION SERVICES AGREEMENT

THIS AMENDMENT NO. 1 TO RAIL TRANSPORTATION SERVICES AGREEMENT (this “Agreement”), is entered into and effective as of the 1st day of September, 2015 (the “Effective Date”), by and between Green Plains Logistics LLC (the “Operator”) and Green Plains Trade Group LLC (the “Customer”).  Customer and Operator are sometimes referred to in this Agreement as the “Parties” and individually as a “Party.”

WHEREAS, Operator wishes to amend the Rail Transportation Services Agreement effective July 1, 2015 between the Parties (the “Agreement”) on the terms and conditions set forth herein, and may further amend the Agreement and desires to do so each time with the addition of an additional Exhibit D. Terms used herein not defined herein shall have the meaning set forth in the Agreement.

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

1. Section 1.e. of the Agreement is hereby replaced in its entirety with the following:

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

2.Section 1.f. of the Agreement is hereby replaced in its entirety with the following:

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

3.Section 3.a.i. of the Agreement is hereby replaced in its entirety with the following:

a.Rail Transportation Services:  

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

4. Section 16 of the Agreement is hereby replaced in its entirety with the following: 

16. Amendment and Waiver.  Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against either party unless such modification, amendment or waiver is approved in writing and countersigned by each party hereto.  The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.  The addition of any person as a party to this Agreement shall not constitute a modification or amendment to any provision of this Agreement. The parties may amend the Agreement with just the addition of an additional Exhibit D, signed by the Parties, when Operator has added cars that Customer has agreed to utilize pursuant to the terms hereof. 



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

OPERATOR: GREEN PLAINS LOGISTICS LLC


Signature:       _/s/ Michelle Mapes                                                                                     
Print Name:    _Michelle Mapes                                                                                          
Title:                Executive Vice President – General Counsel & Corporate Secretary        



CUSTOMER: GREEN PLAINS TRADE GROUP LLC

Signature:       _/s/ Michelle Mapes                                                                                     
Print Name:    _Michelle Mapes                                                                                          
Title:                Executive Vice President – General Counsel & Corporate Secretary        





EXHIBIT D

Effective July 1,  2015
MINIMUM CAPACITY COMMITMENT







Rail Transportation Services Fee Rate: $0.432658





EXHIBIT D

Effective September 1, 2015
MINIMUM CAPACITY COMMITMENT





Rail Transportation Services Fee Rate: $0.33839    

Agreed to by:

OPERATOR: GREEN PLAINS LOGISTICS LLC


Signature:       _/s/ Michelle Mapes                                                                                      
Print Name:    _Michelle Mapes                                                                                           
Title:                Executive Vice President – General Counsel & Corporate Secretary         



CUSTOMER: GREEN PLAINS TRADE GROUP LLC

Signature:       _/s/ Michelle Mapes                                                                                      
Print Name:    _Michelle Mapes                                                                                           
Title:                Executive Vice President – General Counsel & Corporate Secretary