Consent to Credit Agreement, dated July 15, 2019, by and among Green Plains Operating Company LLC and Bank of America, as Administrative Agent
Exhibit 10.1
July 15, 2019
Green Plains Operating Company LLC
1811 Aksarben Drive
Omaha, NE 68106
Re: Consent re that certain Credit Agreement (as amended, restated or modified from time to time), dated as of July 1, 2015, among Green Plains Operating Company LLC (the “Borrower”), the guarantors party thereto, the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”)
Ladies and Gentlemen:
Reference is hereby made to the Credit Agreement described above. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement.
The Borrower has requested that the Administrative Agent and the Required Lenders consent to an exception to the definition of “Portfolio Optimization Dispositions” in Section 1.01 of the Credit Agreement to permit the Loan Parties to sell up to seven ethanol storage terminals (and related assets) subject to the requirements and conditions applicable to Permitted Optimization Dispositions (the “Permitted Ethanol Sales”). Notwithstanding any provisions of the Credit Agreement to the contrary, the Administrative Agent and the Required Lenders hereby consent to the Permitted Ethanol Sales. The consent contained herein is a one-time consent and is expressly limited to the purposes and matters set forth herein. Nothing contained herein shall constitute a waiver or modification of any other rights or remedies the Administrative Agent or any Lender may have under any Loan Document or applicable Law. The Credit Agreement shall remain in full force and effect according to its terms (as modified by this letter).
This letter may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart by facsimile or other secure electronic format (.pdf) shall be as effective as an original. This letter shall become effective upon (a) the Administrative Agent's receipt of counterparts hereof duly executed by the Required Lenders and the Loan Parties and (b) the Administrative Agent's receipt, for itself and for account of the Lenders executing this letter, of any fees and expenses required to be paid in connection with this letter. This letter is a Loan Document.
THE TERMS OF SECTIONS 11.14 AND 11.15 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this letter to be duly executed and delivered by their duly authorized officers as of the date first set forth above.
| BORROWER: | GREEN PLAINS OPERATING COMPANY LLC, | ||
| | a Delaware limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| GUARANTORS: | GREEN PLAINS PARTNERS LP, | ||
| | a Delaware limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | BBTL, LLC, | ||
| | a Delaware limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | BIRMINGHAM BIOENERGY PARTNERS, LLC, | ||
| | a Texas limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | BLENDSTAR LLC, | ||
| | a Texas limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | BOSSIER CITY BIOENERGY PARTNERS, LLC, | ||
| | a Texas limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | COLLINS BIOENERGY PARTNERS, LLC, | ||
| | a Texas limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | GREEN PLAINS CAPITAL COMPANY LLC, | ||
| | a Delaware limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | GREEN PLAINS ETHANOL STORAGE LLC, | ||
| | a Delaware limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | GREEN PLAINS LOGISTICS LLC, | ||
| | a Delaware limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | GREEN PLAINS TRUCKING II LLC, | ||
| | a Delaware limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | LITTLE ROCK BIOENERGY PARTNERS LLC, | ||
| | a Texas limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | LOUISVILLE BIOENERGY PARTNERS, LLC, | ||
| | a Texas limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | NASHVILLE BIOENERGY PARTNERS, LLC, | ||
| | a Texas limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| | OKLAHOMA CITY BIOENERGY PARTNERS, LLC | ||
| | a Texas limited liability company | ||
| | By: | /s/ Phil Boggs | |
| | Name: | Phil Boggs | |
| | Title: | SVP, Finance & Treasurer | |
| ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., | ||
| | as Administrative Agent | ||
| | By: | /s/ Linda Lov | |
| | Name: | Linda Lov | |
| | Title: | Assistant Vice President | |
| LENDERS: | BANK OF AMERICA, N.A., as a Lender, L/C Issuer | ||
| | and Swing Line Lender, | ||
| | By: | /s/ Alok Jain | |
| | Name: | Alok Jain | |
| | Title: | Senior Vice President | |
| LENDERS: | BARCLAYS BANK PLC, as a Lender | ||
| | By: | ||
| | Name: | ||
| | Title: | ||
| LENDERS: | BANKERS TRUST COMPANY, as a Lender | ||
| | By: | /s/ Scott Leighton | |
| | Name: | Scott Leighton | |
| | Title: | Vice President | |
| LENDERS: | ROYAL BANK OF CANADA, as a Lender | ||
| | By: | /s/ Katy Berkemeyer | |
| | Name: | Katy Berkemeyer | |
| | Title: | Authorized Signatory | |
| LENDERS: | FARM CREDIT SERVICES OF AMERICA, FLCA, as a Lender | ||
| | By: | /s/ Brian Frevert | |
| | Name: | Brian Frevert | |
| | Title: | Vice President | |
| LENDERS: | CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender | ||
| | By: | /s/ William O'Daly | |
| | Name: | William O'Daly | |
| | Title: | Authorized Signatory | |
| | |||
| | By: | /s/ Brady Bingham | |
| | Name: | Brady Bingham | |
| | Title: | Authorized Signatory | |
| LENDERS: | DEUTSCHE BANK AG NEW YORK BRANCH, | ||
| | as a Lender | ||
| | By: | /s/ Shai Bandner | |
| | Name: | Shai Bandner | |
| | Title: | Director | |
| | |||
| | DEUTSCHE BANK AG NEW YORK BRANCH, | ||
| | as a Lender | ||
| | By: | /s/ My Nguyen | |
| | Name: | My Nguyen | |
| | Title: | Analyst | |
