Green Plains Inc. Sample Contracts

RECITALS
Escrow Agreement • December 16th, 2004 • Green Plains Renewable Energy, Inc. • Utah
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BETWEEN
License Agreement • June 9th, 2006 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Minnesota
FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 4th, 2020 • Green Plains Inc. • Industrial organic chemicals • New York

This CREDIT AGREEMENT is entered into as of July 1, 2015 among GREEN PLAINS OPERATING COMPANY LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Green Plains Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • August 9th, 2021 • Green Plains Inc. • Industrial organic chemicals • New York

JEFFERIES LLC BOFA SECURITIES, INC. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036

RECITALS
Option Agreement • December 16th, 2004 • Green Plains Renewable Energy, Inc. • Iowa
W I T N E S S E T H:
Escrow Agreement • February 4th, 2005 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Iowa
GREEN PLAINS RENEWABLE ENERGY, INC. Public Offering of Common Stock PLACEMENT AGREEMENT
Green Plains Renewable Energy, Inc. • July 18th, 2006 • Industrial organic chemicals • Delaware

The undersigned, Green Plains Renewable Energy, Inc., an Iowa corporation (the “Company”), hereby confirms its agreement with you as follows:

ESCROW AGREEMENT
Escrow Agreement • July 10th, 2006 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Delaware

This Escrow Agreement is made and entered into as of the 30th day of June, 2006, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Underwriter”), GREEN PLAINS RENEWABLE ENERGY, INC., an Iowa corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION (the “Escrow Agent”).

SECURITY AGREEMENT
Security Agreement • February 24th, 2010 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Minnesota

THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of July 2, 2009, by GREEN PLAINS ORD LLC, a Delaware limited liability company (“Debtor”), in favor of AGSTAR FINANCIAL SERVICES, PCA, and its successors and assigns, as Agent (in such capacity, the “Secured Party”) for the benefit of itself and the Banks.

SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Green Plains Inc. • May 7th, 2018 • Industrial organic chemicals

THIS SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this “Deed of Trust”) is made as of April 5, 2018 by and among Green Plains Ord LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Grantor”), having an address at 1811 Aksarben Drive, Omaha, NE 68106, to Fidelity National Title Insurance Company (“Trustee”), having an address at 11600 College Boulevard, Suite 205, Overland Park, Kansas 66210, for the benefit of BNP PARIBAS (“BNPP”), as Pari Passu Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York 10019 (BNPP, in such capacity, together with its successors and assigns, “Beneficiary”).

SECOND LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (Maximum Indebtedness Not to Exceed $850,000,000.00)
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

THIS SECOND LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this “Mortgage”) is made as of April 5, 2018 by Green Plains Holdings II LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Mortgagor”), having an address at 1811 Aksarben Drive, Omaha, NE 68106, to BNP PARIBAS (“BNPP”), as Pari Passu Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York 10019 (BNPP, in such capacity, together with its successors and assigns, “Mortgagee”).

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 31st, 2023 • Green Plains Inc. • Industrial organic chemicals • New York

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 20, 2021 by and among GREEN PLAINS OPERATING COMPANY LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and ARGENT INSTITUTIONAL TRUST COMPANY, as successor to TMI TRUST COMPANY, as Administrative Agent.

AGREEMENT AND PLAN OF MERGER by and among GREEN PLAINS INC., GPLP HOLDINGS INC., GPLP MERER SUB LLC, GREEN PLAINS HOLDINGS LLC and GREEN PLAINS PARTNERS LP September 16, 2023
Agreement and Plan of Merger • September 18th, 2023 • Green Plains Inc. • Industrial organic chemicals • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of September 16, 2023 (this “Agreement”), is entered into by and among Green Plains Inc., an Iowa corporation (“Parent”), GPLP Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdings”), GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Holdings (“Merger Sub”), Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), and Green Plains Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 27th, 2021 • Green Plains Inc. • Industrial organic chemicals • Delaware

This This Asset Purchase Agreement (this “Agreement”) is made and entered into as of January 25, 2021, by and among Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), Green Plains Holdings LLC, a Delaware limited liability company (the “General Partner”), Green Plains Operating Company LLC, a Delaware limited liability company (the “Operating Company”), Green Plains Ethanol Storage LLC, a Delaware limited liability company (“Ethanol Storage LLC”), and Green Plains Logistics LLC, a Delaware limited liability company (“Logistics” and collectively with the Partnership, the General Partner, the Operating Company, and Ethanol Storage LLC, “Sellers”), Green Plains Inc., an Iowa corporation (“Green Plains”), Green Plains Ord LLC (“Green Plains Ord”) and Green Plains Trade Group LLC, a Delaware limited liability company and Subsidiary of Green Plains (“Green Plains Trade Group”). Each of Sellers, Green Plains, Green Plains Ord and Green Plains Trade Group LLC are som

GREEN PLAINS RENEWABLE ENERGY, INC. NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • March 31st, 2009 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Iowa

THIS AGREEMENT is made as of October 15th, 2008, between Green Plains Renewable Energy, Inc., an Iowa corporation (the “Company”), and Steve Bleyl (the “Optionee”).

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SECOND LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Minnesota Uniform Commercial Code.

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING from GREEN PLAINS ORD LLC, a Delaware limited liability company, as Trustor to TICOR TITLE INSURANCE COMPANY, as Trustee for the benefit of AGSTAR FINANCIAL SERVICES,...
Security Agreement • February 24th, 2010 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Nebraska

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (hereinafter referred to as this “Deed of Trust”) made this 2nd day of July, 2009, by and between GREEN PLAINS ORD LLC, a Delaware limited liability company (the “Trustor”), whose mailing address is 9420 Underwood Ave., Suite 100, Omaha NE 68102, to TICOR TITLE INSURANCE COMPANY, a title insurer authorized to do business in and under the laws of the State of Nebraska, as Trustee (the “Trustee”), whose address for purposes of this Deed of Trust is 1545 M. Street, Ord, Nebraska 68862; FOR THE BENEFIT OF AGSTAR FINANCIAL SERVICES, PCA, as Agent, for the benefit of the Banks (the “Agent”), pursuant to the Credit Agreement (as defined below), whose mailing address is 1921 Premier Drive, P.O. Box 4249, Mankato, Minnesota 56002-4249 (the Agent for the benefit of the Banks, the “Beneficiary”).

FIRST LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Alabama Uniform Commercial Code.

FIRST LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT
Security Agreement and Fixture Filing Statement • May 7th, 2018 • Green Plains Inc. • Industrial organic chemicals

THIS FIRST LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this “Deed of Trust”) is made as of April 5, 2018 by and among Green Plains Atkinson LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Grantor”), having an address at 1811 Aksarben Drive, Omaha, NE 68106, to Fidelity National Title Insurance Company (“Trustee”), having an address at 11600 College Boulevard, Suite 205, Overland Park, KS 66210, for the benefit of BNP PARIBAS (“BNPP”), as Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York 10019 (BNPP, in such capacity, together with its successors and assigns, “Beneficiary”).

This document was prepared by and after recording should be returned to: Jack Edelbrock Mayer Brown LLP
Security Agreement and Fixture Filing Statement • June 16th, 2015 • Green Plains Inc. • Industrial organic chemicals
RECITALS:
Share Exchange Agreement • February 27th, 2006 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Iowa
EMPLOYMENT AGREEMENT
Employment Agreement • September 5th, 2017 • Green Plains Inc. • Industrial organic chemicals • Nebraska

This Employment Agreement (this “Agreement”) is effective as of the Effective Date defined herein, by and between GREEN PLAINS INC., an Iowa corporation (the “Company”), and JOHN NEPPL, an individual (“Executive”).

MASTER LOAN AGREEMENT
Master Loan Agreement • November 1st, 2011 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Colorado

THIS MASTER LOAN AGREEMENT is entered into as of September 28, 2011, between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and GREEN PLAINS SHENANDOAH LLC, Shenandoah, Iowa (the “Company”).

REVOLVING NOTE
Revolving Note • November 3rd, 2011 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals
ABL INTERCREDITOR AGREEMENT Dated as of August 29, 2017 among PNC BANK, NATIONAL ASSOCIATION, as ABL Collateral Agent and BNP PARIBAS, as Term Loan Collateral Agent and acknowledged and agreed to by GREEN PLAINS TRADE GROUP LLC, as the ABL Borrower...
Abl Intercreditor Agreement • August 29th, 2017 • Green Plains Inc. • Industrial organic chemicals

This ABL INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is dated as of August 29, 2017, and entered into by and among PNC BANK, NATIONAL ASSOCIATION, as agent for the holders of the ABL Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the “ABL Collateral Agent”) and BNP PARIBAS, as collateral agent for the holders of the Term Loan Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the “Term Loan Collateral Agent”) and acknowledged and agreed to by GREEN PLAINS TRADE GROUP LLC, a Delaware limited liability company (the “ABL Borrower”), GREEN PLAINS COMMODITY MANAGEMENT LLC (“GP Commodity”) and the other ABL Grantors (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

OPERATIONAL SERVICES AND SECONDMENT AGREEMENT
Operational Services and Secondment Agreement • July 6th, 2015 • Green Plains Inc. • Industrial organic chemicals • Delaware

This Operational Services and Secondment Agreement (this “Agreement”), dated as of July 1, 2015 (the “Effective Date”), is entered into among Green Plains Inc., an Iowa corporation (“GPRE”), and Green Plains Holdings LLC, a Delaware limited liability company (“GP”). GPRE and GP are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”

Prepared by and After Recording, Return to Jack Edelbrock c/o Mayer Brown LLP 71 S. Wacker Drive Chicago, Illinois 60606 Telephone: 312 701 7158
Green Plains Inc. • June 12th, 2014 • Industrial organic chemicals

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this “Deed of Trust”) is made as of June 6, 2014 by GREEN PLAINS CENTRAL CITY LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Grantor”) having an address of 450 Regency Parkway, Suite 400, Omaha, NE 68114 to Fidelity National Title Insurance Company (“Trustee”), having an address at 2111 S 67th St., Omaha, NE 68106 for the use and benefit of BNP PARIBAS (“BNPP”), as Agent (as hereinafter defined), having an address of 787 Seventh Avenue, New York, NY 10019. Agent is the beneficiary under this Deed of Trust.

EXCHANGE AGREEMENT
Exchange Agreement • August 25th, 2022 • Green Plains Inc. • Industrial organic chemicals • New York

This Exchange Agreement (this “Agreement”) is made and entered into as of August 24, 2022 by and among Green Plains Inc., an Iowa corporation (the “Company”), and each of the entities (each, a “Noteholder” and, collectively, the “Noteholders”) listed on Schedule “A” attached to this Agreement (collectively, “Schedule A”; the Schedule A pertaining to each individual Noteholder is referred to herein as the “applicable Schedule A”, and the accounts, if any, on behalf of which any Noteholder may be acting, as specified on the applicable Schedule A, for whom the Noteholder holds contractual and investment authority, are referred to herein as the “Represented Accounts”). The Company and the Noteholders are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party”.

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