8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 18, 2010

GREEN PLAINS RENEWABLE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Iowa

(State or other jurisdiction

of incorporation)

333-121321	84-1652107
(Commission file number)	(IRS employer identification no.)
9420 Underwood Ave., Suite 100, Omaha, Nebraska	68114
(Address of principal executive offices)	(Zip code)

(402) 884-8700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 18, 2010, Green Plains Grain Company LLC and Green Plains Grain Company TN LLC entered into an amendment to the Second Amended and Restated Revolving Credit Note, originally dated as of April 19, 2010, by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC and First National Bank of Omaha. This amendment increases the principal amount of the Revolving Credit Note from $65 million to $107 million, including a $45 million base facility, a $20 million seasonal facility and adds a $42 million bulge facility through March 31, 2011, which amount shall decrease to $35 million from April 1, 2011 to May 31, 2011 and zero dollars as of June 1, 2011. This amendment also extends the due date of the remaining portion of the Revolving Credit Note to August 1, 2011.

On November 18, 2010, Green Plains Grain Company LLC and Green Plains Grain Company TN LLC also entered into an amendment to the Second Amended and Restated Credit Agreement, originally dated as of April 19, 2010, by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC and First National Bank of Omaha. In addition to incorporating the above-discussed changes made to the Revolving Credit Note, this amendment modifies working capital covenant amounts.

Discussed above are the key amendments to the Revolving Credit Note and the Credit Agreement, which is not intended to be inclusive of all modifications. These amendments are attached as exhibits hereto.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report.

Exhibit No.	Description of Exhibit
10.1	First Amendment dated November 18, 2010 to the Second Amended and Restated Revolving Credit Note dated as of April 19, 2010 by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC and First National Bank of Omaha
10.2	Second Amendment dated November 18, 2010 to the Second Amended and Restated Credit Agreement dated as of April 19, 2010 by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC and First National Bank of Omaha

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREEN PLAINS RENEWABLE ENERGY, INC.
Date: November 23, 2010	By:	/s/ Todd A. Becker
		Todd A. Becker President & Chief Executive Officer (Principal Executive Officer)

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE

This First Amendment to Second Amended and Restated Revolving Credit Note (as the same may from time to time be amended, restated, modified or otherwise supplemented, this “First Amendment”) is dated this 18^th day of November, 2010 from Green Plains Grain Company LLC, a Delaware limited liability company (“IA Borrower”), and Green Plains Grain Company TN, LLC, a Delaware limited liability company (“TN Borrower”, together with IA Borrower and their successors and assigns, each a “Borrower” and collectively, the “Borrowers”), to and in favor of First National Bank of Omaha, a national banking association (together with its successors and assigns, the “Lender”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Credit Agreement (defined below).

RECITALS

WHEREAS, Borrowers executed and delivered to Lender a Second Amended and Restated Revolving Credit Note dated April 19, 2010 (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Original Revolving Credit Note”);

WHEREAS, the Original Revolving Credit Note was given in connection with, and governed by, the Second Amended and Restated Credit Agreement dated April 19, 2010, First Amendment to Second Amended and Restated Credit Agreement dated June 18, 2010 and Second Amendment to Second Amended and Restated Credit Agreement dated November 18, 2010, in each case, by and among Borrowers and Lender (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Credit Agreement”);

WHEREAS, Borrowers and Lender desire to amend and modify certain terms and conditions of the Original Revolving Credit Note.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Each reference in the Original Revolving Credit Note to the principal amount of the Original Revolving Credit Note being “sixty-five million dollars” or “$65,000,000,” respectively, is hereby amended to state “one hundred seven million dollars” or “$107,000,000,” respectively.

2. The Original Revolving Credit Note is hereby amended by deleting the third (3^rd) paragraph in its entirety and substituting the following paragraph in its place:

The Revolving Credit Loans which are evidenced by this Revolving Credit Note consist of (a) a forty-five million dollar ($45,000,000) Base Facility, (b) a twenty million dollar ($20,000,000) Seasonal Facility and (iii) a Bulge Facility in the amount of forty-two million dollars ($42,000,000) from the date hereof through March 31, 2011, which amount shall decrease to thirty-five million dollars ($35,000,000) from April 1, 2011 through May 31, 2011 and zero dollars ($0) on and after June 1, 2011. Subject to the other terms and conditions of the Credit Agreement, the periods during which the Base Facility, Seasonal Facility and Bulge Facility are available shall be determined in accordance with the Revolving Credit Commitment and Section 2.1(a) of the Credit Agreement.

3. The Original Revolving Credit Note is hereby amended by deleting the fourth (4^th) paragraph in its entirety and substituting the following paragraph in its place:

Borrowers agree to pay to Lender the Revolving Credit Loans which are evidenced by this Revolving Credit Note on or before the earlier of (i) August 1, 2011, (ii) termination of the Revolving Credit Facility and (iii) termination of the Credit Agreement. Borrowers may prepay all or any part of the unpaid principal hereunder without premium or penalty at any time and reborrow, on a revolving basis, the principal amount available on this Revolving Credit Note, subject to the terms and conditions of the Credit Agreement. Notwithstanding the immediately preceding sentence, the Revolving Credit Loans outstanding under this Revolving Credit Note at any one time shall not exceed the Borrowing Base.

4. The Original Revolving Credit Note is hereby amended by deleting Schedule B in its entirety and substituting Schedule B attached to this First Amendment in its place.

5. Except as specifically amended herein, the Original Revolving Credit Note shall remain in full force and effect as originally executed.

6. This First Amendment shall be binding on the successors and assigns of the parties hereto.

7. This First Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day and year first set forth above.

BORROWERS:
Green Plains Grain Company LLC
By:	/s/ Todd Becker
	Name:	Todd Becker
	Title:	President and Chief Executive Officer
Green Plains Grain Company TN LLC
By:	/s/ Todd Becker
	Name:	Todd Becker
	Title:	President and Chief Executive Officer
Lender:
First National Bank of Omaha
By:	/s/ Kenneth Feaster
	Name:	Kenneth Feaster
	Title:	Vice President

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SCHEDULE B

Interest Rates

With Respect to the Base Facility:

(a) VARIABLE INTEREST RATE: The interest rate on the Revolving Credit Loans is subject to change from time to time based on changes in an independent index which is the London Interbank Offered Rate for U.S. Dollar deposits published in the Wall Street Journal as the One (1) Month LIBOR Rate (the “LIBOR Rate”). The LIBOR Rate will be adjusted and determined without notice to Borrowers as set forth herein, as of the date of this Revolving Credit Note and on the first (1st) day of each month hereafter (the “Interest Rate Change Date”) to the One (1) Month LIBOR Rate which is published in the Wall Street Journal as the reported rate for the date that is two London Banking Days prior to each Interest Rate Change Date. “London Banking Day” means any day other than a Saturday or Sunday, on which commercial banking institutions in London, England are generally open for business. If for any reason the LIBOR Rate published by the Wall Street Journal is no longer available and/or Lender is unable to determine the LIBOR Rate for any Interest Rate Change Date, Lender may, in its sole discretion, select an alternate source to determine the LIBOR Rate and will provide notice to Borrowers of the source selected. The LIBOR Rate determined as set forth above shall be referred to herein as the “Index”. The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of the Revolving Credit Loans, Lender may designate a substitute index after notifying Borrowers. Lender will tell Borrowers the current Index rate upon Borrowers’ request. The interest rate change will not occur more often than each month on the first (1st) day of each month. Borrowers understand that Lender may make loans based on other rates as well. The Index currently is 0.25344% per annum. The interest rate to be applied to the unpaid principal balance of the Revolving Credit Loans will be calculated as described in this paragraph (a) using a rate of 3.50% over the Index, adjusted if necessary for any minimum and maximum rate limitations described in paragraph (b) below, resulting in an initial rate of 4.50% per annum based on a year of 360 days.

(b) NOTICE: Under no circumstances will the interest rate on the Revolving Credit Loans be less than 4.50% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one of the following: (i) increase Borrowers’ payments to ensure Borrowers’ Revoling Credit Loans will pay off by the Revolving Credit Maturity Date, (ii) increase Borrowers’ payments to cover accruing interest, (iii) increase the number of Borrowers’ payments and (iv) continue Borrowers’ payments at the same amount and increase Borrowers’ final payment.

(c) INTEREST CALCULATION METHOD: Interest on this Revolving Credit Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Revolving Credit Note is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Revolving Credit Note.

With Respect to the Seasonal Facility:

(a) VARIABLE INTEREST RATE: The interest rate on the Revolving Credit Loans is subject to change from time to time based on changes in an independent index which is the London Interbank Offered Rate for U.S. Dollar deposits published in the Wall Street Journal as the One (1) Month LIBOR Rate (the “LIBOR Rate”). The LIBOR Rate will be adjusted and determined without notice to Borrowers as set forth herein, as of the date of this Revolving Credit Note and on the first (1st) day of each month hereafter (the “Interest Rate Change Date”) to the One (1) Month LIBOR Rate which is published in the Wall Street Journal as the reported rate for the date that is two London

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Banking Days prior to each Interest Rate Change Date. “London Banking Day” means any day other than a Saturday or Sunday, on which commercial banking institutions in London, England are generally open for business. If for any reason the LIBOR Rate published by the Wall Street Journal is no longer available and/or Lender is unable to determine the LIBOR Rate for any Interest Rate Change Date, Lender may, in its sole discretion, select an alternate source to determine the LIBOR Rate and will provide notice to Borrowers of the source selected. The LIBOR Rate determined as set forth above shall be referred to herein as the “Index”. The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of the Revolving Credit Loans, Lender may designate a substitute index after notifying Borrowers. Lender will tell Borrowers the current Index rate upon Borrowers’ request. The interest rate change will not occur more often than each month on the first (1st) day of each month. Borrowers understand that Lender may make loans based on other rates as well. The Index currently is 0.25344% per annum. The interest rate to be applied to the unpaid principal balance of the Revolving Credit Loans will be calculated as described in this paragraph (a) using a rate of 3.75% over the Index, adjusted if necessary for any minimum and maximum rate limitations described in paragraph (b) below, resulting in an initial rate of 4.50% per annum based on a year of 360 days.

(b) NOTICE: Under no circumstances will the interest rate on the Revolving Credit Loans be less than 4.50% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one of the following: (i) increase Borrowers’ payments to ensure Borrowers’ Revoling Credit Loans will pay off by the Revolving Credit Maturity Date, (ii) increase Borrowers’ payments to cover accruing interest, (iii) increase the number of Borrowers’ payments and (iv) continue Borrowers’ payments at the same amount and increase Borrowers’ final payment.

(c) INTEREST CALCULATION METHOD: Interest on this Revolving Credit Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Revolving Credit Note is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Revolving Credit Note.

With Respect to the Bulge Facility:

(a) VARIABLE INTEREST RATE: The interest rate on the Revolving Credit Loans is subject to change from time to time based on changes in an independent index which is the London Interbank Offered Rate for U.S. Dollar deposits published in the Wall Street Journal as the One (1) Month LIBOR Rate (the “LIBOR Rate”). The LIBOR Rate will be adjusted and determined without notice to Borrowers as set forth herein, as of the date of this Revolving Credit Note and on the first (1st) day of each month hereafter (the “Interest Rate Change Date”) to the One (1) Month LIBOR Rate which is published in the Wall Street Journal as the reported rate for the date that is two London Banking Days prior to each Interest Rate Change Date. “London Banking Day” means any day other than a Saturday or Sunday, on which commercial banking institutions in London, England are generally open for business. If for any reason the LIBOR Rate published by the Wall Street Journal is no longer available and/or Lender is unable to determine the LIBOR Rate for any Interest Rate Change Date, Lender may, in its sole discretion, select an alternate source to determine the LIBOR Rate and will provide notice to Borrowers of the source selected. The LIBOR Rate determined as set forth above shall be referred to herein as the “Index”. The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of the Revolving Credit Loans, Lender may designate a substitute index after notifying Borrowers. Lender will tell Borrowers the current Index rate upon Borrowers’ request. The interest rate change will not occur more often than each month on the first (1st) day of each month. Borrowers understand that Lender may make loans based on other rates as well. The Index currently is 0.25344% per annum. The interest rate to be applied to the unpaid principal balance of the Revolving Credit Loans will be

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calculated as described in this paragraph (a) using a rate of 4.00% over the Index, adjusted if necessary for any minimum and maximum rate limitations described in paragraph (b) below, resulting in an initial rate of 4.50% per annum based on a year of 360 days.

(b) NOTICE: Under no circumstances will the interest rate on the Revolving Credit Loans be less than 4.50% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one of the following: (i) increase Borrowers’ payments to ensure Borrowers’ Revoling Credit Loans will pay off by the Revolving Credit Maturity Date, (ii) increase Borrowers’ payments to cover accruing interest, (iii) increase the number of Borrowers’ payments and (iv) continue Borrowers’ payments at the same amount and increase Borrowers’ final payment.

(c) INTEREST CALCULATION METHOD: Interest on this Revolving Credit Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Revolving Credit Note is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Revolving Credit Note.

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EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This Second Amendment to Second Amended and Restated Credit Agreement (as the same may from time to time be amended, restated, modified or otherwise supplemented, this “Second Amendment”) is dated this 18^th day of November, 2010 by and among Green Plains Grain Company LLC, a Delaware limited liability company (“IA Borrower”), Green Plains Grain Company TN LLC, a Delaware limited liability company (“TN Borrower”, together with IA Borrower and their successors and assigns, each a “Borrower” and collectively, the “Borrowers”), and First National Bank of Omaha, a national banking association (together with its successors and assigns, the “Lender”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Credit Agreement (as defined below).

RECITALS

WHEREAS, Borrowers and Lender entered into that certain Second Amended and Restated Credit Agreement dated April 19, 2010 and First Amendment to Second Amended and Restated Credit Agreement dated June 18, 2010 (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Credit Agreement”), pursuant to which Lender agreed to make loans to Borrowers; and

WHEREAS, Borrowers and Lender desire to amend and modify certain terms and conditions of the Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. The Recitals of the Credit Agreement are hereby amended by deleting the third (3^rd) paragraph in its entirety and substituting the following paragraph in its place:

WHEREAS, Borrowers and Lender desire to amend and restate the Existing Credit Agreement as set forth herein to make loans available to Borrowers of up to one hundred twenty-seven million dollars ($127,000,000) via (a) a one hundred seven million dollar ($107,000,000) revolving credit facility and (b) a twenty million dollar ($20,000,000) term loan facility;

2. Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Revolving Credit Commitment” in its entirety and substituting the following definition in its place:

“Revolving Credit Commitment” means an amount equal to (a) one hundred seven million dollars ($107,000,000) for the Base Facility, Seasonal Facility and Bulge Facility from the date hereof through March 31, 2011, (b) one hundred million dollars ($100,000,000) for the Base Facility, Seasonal Facility and Bulge Facility from April 1, 2011 through May 31, 2011 and (c) sixty-five million dollars ($65,000,000) for the Base Facility and Seasonal Facility from June 1, 2011 through the Revolving Credit Maturity Date.

3. Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Working Capital” in its entirety and substituting the following definition in its place:

“Working Capital” means, with respect to any date, the sum of Borrowers’: (a) current assets; minus (b) current liabilities (including the principal amount of any Revolving Credit Loans outstanding and current maturities under the Term Loan Facility, but excluding the unsecured and subordinated obligations owing to Parent not in excess of eight million four hundred thousand dollars ($8,400,000) in the aggregate at any one time outstanding), all as determined in accordance with GAAP.

4. Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

“Bulge Facility” has the meaning set forth in Section 2.1(a) hereof.

5. Section 2.1 of the Credit Agreement is hereby amended by deleting paragraphs (a) and (d) in their entirety and substituting the following paragraphs (a) and (d) in their place:

(a) Subject to the other terms and conditions of this Agreement, Lender hereby agrees to make loans available for the benefit of Borrowers of up to one hundred twenty-seven million dollars ($127,000,000) consisting of (i) a one hundred seven million dollar ($107,000,000) revolving credit facility (the “Revolving Credit Facility”) and (ii) a twenty million dollar ($20,000,000) term loan facility (the “Term Loan Facility”). The Revolving Credit Facility shall consist of (i) a forty-five million dollar ($45,000,000) base facility (the “Base Facility”), (ii) a twenty million dollar ($20,000,000) seasonal facility (the “Seasonal Facility”) and (iii) a bulge facility in the amount of forty-two million dollars ($42,000,000) from the date hereof through March 31, 2011, which amount shall decrease to thirty-five million dollars ($35,000,000) from April 1, 2011 through May 31, 2011 and zero dollars ($0) on and after June 1, 2011 (the “Bulge Facility”). Subject to the other terms and conditions of this Agreement, the periods during which the Base Facility, Seasonal Facility and Bulge Facility are available shall be determined in accordance with the Revolving Credit Commitment and this Section 2.1(a).

(d) The term of the Revolving Credit Facility shall expire on August 1, 2011. All Revolving Credit Loans under the Revolving Credit Facility shall be repaid on or before the earlier of (i) August 1, 2011, (ii) termination of the Revolving Credit Facility and (iii) termination of this Agreement (the earliest of such dates, the “Revolving Credit Maturity Date”). After the Revolving Credit Maturity Date, no further Advances under the Revolving Credit Facility shall be available from Lender. The term of the Term Loan Facility shall expire on August 1, 2013. Any Term Loan under the Term Loan Facility shall be repaid on or before the earlier of (i) August 1, 2013, (ii) termination of the Term Loan Facility and (iii) termination of this Agreement (the earliest of such dates, the “Term Loan Maturity Date”).

6. Section 5.1(a) of the Credit Agreement is hereby amended by deleting paragraph (v) in its entirety and substituting the following paragraph (v) in its place:

(v) as soon as available, but in any event within (A) ten (10) days after the fifteenth (15^th) of each month, a Borrowing Base Report as of the fifteenth (15^th) of each such month which is estimated in good faith based upon the information then available to Borrowers and (B) fifteen (15) days after the end of each month, a Borrowing Base Report which is actual as of the end of each such month;

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7. Section 5.9 of the Credit Agreement is hereby amended by deleting paragraph (a) in its entirety and substituting the following paragraph (a) in its place:

(a) Borrowers shall maintain, at all times, Working Capital equal to or more than: (i) twenty-one million four hundred thousand dollars ($21,400,000) from the date hereof through March 31, 2011; (ii) twenty million dollars ($20,000,000) from April 1, 2011 through May 31, 2011; and (iii) thirteen million dollars ($13,000,000) from June 1, 2011 through the Revolving Credit Maturity Date.

8. Section 6.1 of the Credit Agreement is hereby amended by deleting clause (c) in its entirety and substituting the following clause (c) in its place:

(c) unsecured and subordinated obligations owing to Parent not in excess of eight million four hundred thousand dollars ($8,400,000) in the aggregate at any one time outstanding and

9. The form of the Borrowing Base Report attached to the Credit Agreement as Exhibit D is hereby amended by deleting such form in its entirety and substituting the form attached hereto as Exhibit B in its place.

10. The form of Compliance Certificate attached to the Credit Agreement as Exhibit E is hereby amended by deleting such form in its entirety and substituting the form attached hereto as Exhibit C in its place.

11. Lender hereby agrees that it will not charge Borrowers any internal fees for waivers of non-compliance with Sections 5.9(c) and (e) of the Credit Agreement for any period ending on or before June 30, 2011 (the “Specified Covenants”), unless any such non-compliance would have otherwise occurred notwithstanding the hypothetical inclusion of six million dollars ($6,000,000) in EBITDAR for purposes of calculating compliance with the Specified Covenants. Notwithstanding the foregoing, (a) this Section 11 shall not be construed to constitute a waiver of the Specified Covenants or an agreement to waive the Specified Covenants, it being understood that any waiver of any of the Specified Covenants shall be at the sole discretion of Lender, (b) Borrowers shall not hypothetically include six million dollars ($6,000,000) in EBITDAR for purposes of calculating compliance with the Specified Covenants and (c) Borrowers shall pay all Expenses incurred by Lender in connection with any waiver pursuant to Section 8.5 of the Credit Agreement.

12. In connection with the execution of this Second Amendment, and as a condition precedent hereto, Borrowers shall execute and deliver to Lender the following on the date hereof:

(a) A First Amendment to Second Amended and Restated Revolving Credit Note dated November 18, 2010 from Borrowers to Lender (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “First Revolving Credit Note Amendment”), amending the Second Amended and Restated Revolving Credit Note dated April 19, 2010 from Borrowers to the order of Lender (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Original Revolving Credit Note”). The First Revolving Credit Note Amendment is incorporated herein by reference, made a part hereof and shall be substantially in the form of Exhibit A attached hereto. References to “Revolving Credit Note” in the Credit Agreement are hereby amended so that such term includes the Original Revolving Credit Note, the First Revolving Credit Note Amendment and any amendments, modifications or replacements of the same.

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(b) Amendments to the Mortgages and datedown endorsements to the ALTA lender’s policies of title insurance for the Real Property, in each case, reflecting the increase in the Revolving Credit Commitment contemplated by this Second Amendment, in form and substance reasonably satisfactory to Lender. If Lender waives compliance with this condition as of the date hereof, Borrowers shall cause such condition to be satisfied within thirty (30) days after the date hereof.

(c) A copy of documentation providing for unsecured and subordinated obligations owing from Borrowers to Parent not in excess of eight million four hundred thousand dollars ($8,400,000) in the aggregate at any one time outstanding, in form and substance reasonably satisfactory to Lender.

(d) Such resolutions, certificates, written opinions of Borrowers’ independent counsel and other instruments, documents, agreements, information and reports as may be reasonably requested by Lender, in form and substance reasonably satisfactory to Lender.

13. Borrowers shall, on the date hereof and as a condition precedent hereto, pay (a) a commitment fee of one hundred five thousand dollars ($105,000) to Lender and (b) all Expenses incurred by Lender, in each case, in connection with this Second Amendment pursuant to Section 8.5 of the Credit Agreement.

14. Borrowers hereby represent and warrant that no Event of Default or Unmatured Event of Default has occurred and continues to exist under the Credit Agreement and the other Loan Documents and that all representations and warranties in the Credit Agreement and the other Loan Documents are reaffirmed to be true and correct as of the date hereof, which representations and warranties shall survive execution of this Second Amendment.

15. Borrowers have previously delivered to Lender all of the relevant organizational and governing documents and agreements of Borrowers and all such documents and agreements remain in full force and effect and have not been amended or modified since they were delivered to Lender.

16. Except as specifically amended herein, the Credit Agreement shall remain in full force and effect as originally executed. Except for any specific waiver set forth in this Second Amendment, nothing herein shall be deemed to be a consent to a waiver or amendment of any covenant or agreement contained in the Credit Agreement or the other Loan Documents and all such other covenants and agreements contained in the Credit Agreement and the other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect in accordance with their respective terms.

17. This Second Amendment shall be binding on the successors and assigns of the parties hereto.

18. This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the day and year first set forth above.

BORROWERS:
Green Plains Grain Company LLC
By:	/s/ Todd Becker
	Name:	Todd Becker
	Title:	President and Chief Executive Officer
Green Plains Grain Company TN LLC
By:	/s/ Todd Becker
	Name:	Todd Becker
	Title:	President and Chief Executive Officer
LENDER:
First National Bank of Omaha
By:	/s/ Kenneth Feaster
	Name:	Kenneth Feaster
	Title:	Vice President

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