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201400141
<br /> acknowledged and agreed that, among other things, at any time after the occurrence and during
<br /> the continuance of an Event of Default, Collateral Agent is entitled to make all demands, give all
<br /> notices, take all actions and exercise all rights of BFE Parties under the Existing Contracts.
<br /> 0. BEE Parties, Cargill Parties, Administrative Agent and Collateral Agent arc
<br /> entering into this Agreement for purposes of setting forth certain agreements of such parties
<br /> relating to the termination of the Existing Contracts in connection with (i) the proposed
<br /> acquisition by one or more designees of Collateral Agent of the Facilities by deed in lieu of
<br /> foreclosure pursuant to the Deed in Lieu Agreement (such designees, collectively, the
<br /> "Intermediate Acquiring Entities") and (ii) the proposed sale by the Intermediate Acquiring
<br /> Entities of the Facilities to Green Plains Fairmont LLC and Green Plains Wood River LLC
<br /> (together, the "Acquiring Entities"). The transactions described in subclauses (i) and (ii) of the
<br /> immediately preceding sentence are referred to herein, collectively, as the "Transaction".
<br /> NOW, THEREFORE, in consideration of the foregoing premises, which are incorporated
<br /> herein by reference, and the mutual promises contained herein and intending to be legally hound,
<br /> it is hereby agreed among the parties as follows:
<br /> AGREEMENT:
<br /> 1. The Recitals set forth above are a part of and are hereby incorporated in this
<br /> Agreement by this reference.
<br /> 2. Subject to the terms and conditions of this Agreement, the Existing Contracts are
<br /> hereby terminated effective as of the closing date of the Transaction (the "Closing Date").
<br /> 3. On the Closing Date, Cargill Parties shall pay to Administrative Agent the
<br /> Closing Payment (as hereafter defined), in full and final satisfaction of all obligations of BEE
<br /> Parties and Cargill Parties under the Existing Contracts (provided, however, that the foregoing
<br /> shall not be deemed to terminate any now existing or hereafter established agreements or
<br /> obligations between any Cargill Parties and any Acquiring Entities with respect thereto to any
<br /> ethanol sales contracts open as of the date hereof). The term "Closing Payment" means the sum
<br /> of$2,174,000 payable on the Closing Date, subject to an adjustment (positive or negative), in a
<br /> maximum amount of$50,000, based on a true-up as of November 30, 2013 in respect of ethanol
<br /> sold during the month of November (through the Closing date) as a result of pool purchases
<br /> being priced on an average monthly basis.
<br /> 4. In exchange for the consideration set forth herein and upon completion, payment
<br /> and performance by the parties of their respective obligations pursuant to Section 3, the Cargill
<br /> Parties hereby release and forever discharge, with prejudice, the 13FE Parties and the
<br /> Administrative Agent, the Collateral Agent, the Lenders and their respective heirs, successors,
<br /> executors, administrators and assigns (hereinafter "BEE Releasees"), of and from all claims,
<br /> debts, damages, demands, actions, suits, arbitration proceedings, expenses, and liabilities
<br /> whatsoever, which the releasing party may have or hereafter claim to hold or possess against any
<br /> BFE Releasees, concerning the Existing Contracts ("Released Matter"), and the BEE Entities and
<br /> Administrative Agent and Collateral Agent, on its behalf and that of the Lenders, hereby release
<br /> and forever discharge, with prejudice, the Cargill Parties, their heirs, successors, executors,
<br /> (4194096)
<br /> 4S28-8864-8727A
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