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201309549
<br /> DEED OF TRUST,
<br /> SECURITY AGREEMENT,
<br /> ASSIGNMENT OF RENTS AND LEASES
<br /> AND FIXTURE FILING
<br /> THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES
<br /> AND FIXTURE FILING (hereinafter referred to as this "Deed of Trust")made this 27th day of November,2013,
<br /> by and between GREEN PLAINS WOOD RIVER LLC, a Delaware limited liability company (the "Trustor"),
<br /> whose mailing address is 450 Regency Parkway, Suite 400, Omaha, Nebraska 68114, to STEWART TITLE
<br /> GUARANTY COMPANY, as Trustee (the "Trustee"), whose address for purposes of this Deed of Trust is 1905
<br /> Harney Street, Suite 210, Omaha, Nebraska 68102, FOR THE BENEFIT OF MACQUARIE BANK LIMITED,
<br /> whose mailing address is Macquarie Bank Limited, Fixed Income, Currencies and Commodities, Attn: Prashant
<br /> Mupparapu, 125 West 55th Street, 20th Floor, New York, NY 10019, as collateral agent (in such capacity, the
<br /> "Beneficiary"), for MACQUARIE BANK LIMITED ("MBL"), First National Bank of Omaha ("FNBO"), and
<br /> the other"Secured Parties"from time to time under the hereinafter described CAA.
<br /> MBL has made a loan (as the same may from time to time be amended, modified, extended, renewed,
<br /> refinanced or restated,the "MBL Loan")to Trustor and Green Plains Fairmont, LLC ("Green Plains LLC") in the
<br /> original principal amount of Fifty Million and No/100ths Dollars ($50,000,000.00) under that certain Loan
<br /> Agreement, dated November 27, 2013, by and among MBL, Trustor, and Green Plains LLC(as the same may from
<br /> time to time be amended, modified,extended,renewed,refinanced or restated,the"MBL Loan Agreement").
<br /> FNBO has made a loan (as the same may from time to time be amended, modified, extended, renewed,
<br /> refinanced or restated, the "FNBO Loan", and together with the MBL Loan, the "Loans") to Trustor and Green
<br /> Plains LLC in the original principal amount of Twenty-seven Million and No/100ths Dollars ($27,000,000)
<br /> pursuant to that certain Loan Agreement, dated as of November 27, 2013 (as the same may from time to time be
<br /> amended, modified, extended, renewed, refinanced or restated, the "FNBO Loan Agreement", and together with
<br /> the MBL Loan Agreement,the"Loan Agreements").
<br /> Beneficiary, as Collateral Agent, Trustor and Green Plains LLC, as Borrowers, and MBL and FNBO, as
<br /> Secured Parties, executed that certain Collateral Agency and Intercreditor Agreement("CAA")dated as of even date
<br /> as this Deed of Trust, pursuant to which Trustee was appointed to act as Collateral Agent on behalf of the Secured
<br /> Parties(as defined in the CAA),which include MBL and FNBO.
<br /> This Deed of Trust shall secure the original principal amount of Seventy-Seven Million and No/100
<br /> ($77,000,000.00) Dollars which amount constitutes the "Initial Amount of the Debt", and this Deed of Trust is
<br /> further intended to secure the entire"Secured Indebtedness"as hereinafter defined.
<br /> This Deed of Trust allows for future advances, but the amount of any advance is not currently known.
<br /> To secure (i) the repayment of interest and principal of the Loans and the other Secured Obligations (as
<br /> defined in the CAA),being due and payable on or before the maturity dates as set forth in the Loan Agreements, and
<br /> any other Financing Document, unless sooner called by Beneficiary and all existing and future debts, notes,
<br /> guaranties, and other obligations and liabilities of Trustor to the Beneficiary and other Secured Parties pursuant to
<br /> the terms of this Deed of Trust, the documents executed or delivered in connection with the Loans, including the
<br /> Loan Agreements (the "Loan Documents") and any other Financing Document (as defined in the CAA), as the
<br /> same may from time to time be amended, modified, extended, renewed, refinanced or restated on any terms
<br /> whatsoever, including without limitation increases in interest and amounts owed to the Beneficiary and the Secured
<br /> Parties, (ii) the performance of the covenants and commitments of the Trustor and Green Plains LLC to the
<br /> Beneficiary and the Secured Parties, and their successors and assigns in the Loan Documents, and any other
<br /> Financing Document, and (iii) the payment to the Beneficiary for the benefit of MBL, FNBO, any other Secured
<br /> Parties and their successors and assigns, at the times demanded and with interest thereon at the rate(s) specified in
<br /> the Loan Agreements and any other Financing Document, and for all sums advanced in protecting the lien of this
<br /> Deed of Trust including without limitation: (a) in payment of taxes on the Trust Property (as hereinafter defined);
<br /> (b) in payment of insurance premiums covering all improvements thereon; (c)in payment of expenses and attorneys'
<br /> fees herein provided for and all sums advanced for any other purpose authorized herein or authorized by law (the
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