SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG REG NEWCO, INC., REG NEWTON, LLC, CENTRAL IOWA ENERGY, LLC AND RENEWABLE ENERGY GROUP, INC. EXECUTED NOVEMBER 20, 2009Asset Purchase Agreement • November 23rd, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals • Iowa
THIS SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”) is executed this 20th day of November, 2009, but for all purposes is deemed made, entered into, dated and effective as of the 8th day of May, 2009 (“Effective Date”), by and among REG Newco, Inc., a Delaware corporation (“Newco”), REG Newton, LLC, an Iowa limited liability company and wholly owned subsidiary of Newco (“Purchaser”), Central Iowa Energy, LLC, an Iowa limited liability company (the “Company”) and Renewable Energy Group, Inc., a Delaware corporation (“REG”), amending and restating that certain Amended and Restated Asset Purchase Agreement executed August 7, 2009 by and among Newco, Purchaser, Company and REG and that certain Asset Purchase Agreement dated May 8, 2009 by and among Newco, Purchaser, Company and REG.
AMENDED AND RESTATED MASTER LOAN AGREEMENT by and among CENTRAL IOWA ENERGY, LLC and F & M BANK — IOWA dated as of October 17, 2007Master Loan Agreement • December 28th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals • Iowa
THIS AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Agreement”), dated as of October 17, 2007, between F & M BANK — IOWA, a bank chartered under the laws of the State of Iowa (the “Lender”) and CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company (the “Borrower”).
CENTRAL IOWA ENERGY, LLC OPERATING AGREEMENTOperating Agreement • January 29th, 2007 • Central Iowa Energy, LLC • Iowa
THIS OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the 4th day of August, 2005, by and among Central Iowa Energy, LLC, an Iowa limited liability company (the “Company”), each of the Persons (as hereinafter defined) who are identified as Members on the attached Exhibit “A” and who have executed a counterpart of this Agreement and a Subscription Agreement, and any other Persons as may from time-to-time be subsequently admitted as a Member of the Company in accordance with the terms of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning set forth in Section 1.10.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG REG NEWCO, INC., REG NEWTON, LLC, CENTRAL IOWA ENERGY, LLC AND RENEWABLE ENERGY GROUP, INC. EXECUTED AUGUST 7, 2009Asset Purchase Agreement • August 19th, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals • Iowa
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”) is executed this 7th day of August, 2009, but for all purposes is deemed made, entered into, dated and effective as of the 8th day of May, 2009 (“Effective Date”), by and among REG Newco, Inc., a Delaware corporation (“Newco”), REG Newton, LLC, an Iowa limited liability company and wholly owned subsidiary of Newco (“Purchaser”), Central Iowa Energy, LLC, an Iowa limited liability company (the “Company”) and Renewable Energy Group, Inc., a Delaware corporation (“REG”), amending and restating that certain Asset Purchase Agreement dated May 8, 2009 by and among Newco, Purchaser, Company and REG.
AMENDED AND RESTATED THIRD SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT (REVOLVING LINE OF CREDIT LOAN)Loan Agreement • December 28th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals
THIS AMENDED AND RESTATED THIRD SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Third Supplement”), dated as of October 17, 2007, is between F & M BANK-IOWA, a bank chartered under the laws of Iowa (the “Lender”) and CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company (the “Borrower”), and supplements and incorporates all of the provisions of that certain Amended and Restated Master Loan Agreement, dated as of even date herewith, between the Lender and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”).
EXHIBIT E to CENTRAL IOWA ENERGY, LLC TOLL PROCESSING AGREEMENT EXTENSION OF TERMToll Processing Agreement • May 15th, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals
This Exhibit E to Central Iowa Energy, LLC Toll Processing Agreement is entered into this 4th day of March, 2009, by and between Central Iowa Energy, LLC, an Iowa limited liability company, of 3426 East 28th Street North, Newton, Iowa 50208 (“CIE”), REG Marketing & Logistics Group, LLC, an Iowa limited liability company (“REG Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (collectively the “Parties”).
CONSENT TO ASSIGNMENTConsent to Assignment • August 14th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals
This Consent to Assignment (the “Consent”) is given as of this 7 day of August, 2006, by Central Iowa Energy, LLC (“Central Iowa Energy”), located in Newton, Iowa.
AQUILA, INC. d/b/a AQUILA NETWORKS LARGE VOLUME TRANSPORTATION SERVICE AGREEMENT (Iowa)Large Volume Transportation Service Agreement • December 28th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals
This Agreement is entered into effective at the date shown below, by and between Aquila, Inc., d/b/a Aquila Networks (“Company”) and Customer, whose name, account numbers and service addresses are identified in Exhibit A.
FIRST SUPPLEMENT TO THE MASTER LOAN AGREEMENT (CONSTRUCTION AND TERM LOAN)Master Loan Agreement • January 29th, 2007 • Central Iowa Energy, LLC
THIS FIRST SUPPLEMENT TO THE MASTER LOAN AGREEMENT (this “First Supplement”), dated as of September 26, 2006, is between F & M BANK-IOWA (the “Lender”) and CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company (the “Borrower”), and supplements and incorporates all of the provisions of that certain Master Loan Agreement, dated as of even date herewith, between the Lender and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”).
EXHIBIT B — ADDENDUM #3 to CENTRAL IOWA ENERGY, LLC TOLL PROCESSING AGREEMENT Corn OilToll Processing Agreement • May 15th, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals
This Exhibit B — Addendum #3 to Central Iowa Energy, LLC Toll Processing Agreement (“Addendum #3”) is entered into this 4th day of March, 2009, by and between Central Iowa Energy, LLC, an Iowa limited liability company, of 3426 East 28th Street North, Newton, Iowa 50208 (“CIE”), REG Marketing & Logistics Group, LLC, an Iowa limited liability company (“REG Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010, and Renewable Energy Group, Inc., a Delaware corporation (“REG, Inc.”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (collectively the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • March 29th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals • Iowa
THIS CONSULTING AGREEMENT (the “agreement”) is made effective as of the 7th day of June, 2005, (the “Effective Date”) by and between The Biodiesel Group, LLC, and Iowa limited liability company (“consultant”)and Central Iowa Energy, LLC, an Iowa limited liability company (“client”).
CENTRAL IOWA ENERGY, LLC TOLL PROCESSING AGREEMENTToll Processing Agreement • May 15th, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals • Iowa
This Central Iowa Energy, LLC Toll Processing Agreement (the “Agreement”) is made and entered into effective January 6, 2009, by and between Central Iowa Energy, LLC, an Iowa limited liability company, of 3426 East 28th St. North, Newton Iowa, 50208 (“CIE”), and REG Marketing & Logistics Group, LLC, an Iowa limited liability company (“REG Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (each a “Party,” and collectively the “Parties”).
THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENT (REVOLVING LINE OF CREDIT LOAN)Master Loan Agreement • January 29th, 2007 • Central Iowa Energy, LLC
THIS THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENT (this “Third Supplement”), dated as of September 26, 2006, is between F & M BANK-IOWA, a bank chartered under the laws of Iowa (the “Lender”) and CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company (the “Borrower”), and supplements and incorporates all of the provisions of that certain Master Loan Agreement, dated as of even date herewith, between the Lender and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”).
2” Turbo Meter — 50,000 gallon a month minimum WATER USER’S MEMBERSHIP AGREEMENTWater User's Membership Agreement • March 29th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals
THIS AGREEMENT is made in Jasper County, Iowa between Iowa Regional Utilities Association, d.b.a. Central Iowa Water Association, an Iowa nonprofit corporation, (the “Association”), and the person(s), firm or corporation first named above and/or signing below, jointly and severally, as a Member of the Association, (the “Member”), and PROVIDES AS FOLLOWS:
EXHIBIT B ADDENDUM #2 to CENTRAL IOWA ENERGY, LLC TOLL PROCESSING AGREEMENT Crude Soybean OilToll Processing Agreement • May 15th, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals
This Exhibit B Addendum #2 to Central Iowa Energy, LLC Toll Processing Agreement (“Exbibit B Addendum #2”) is entered into this 14th day of January, 2009, by and between Central Iowa Energy, LLC, an Iowa limited liability company, of 3426 East 28th Street North, Newton, Iowa 50208 (“CIE”), and REG Marketing & Logistics Group, LLC, an Iowa limited liablity company (“REG Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (each a “Party,” and collectively the “Parties”).
MANAGEMENT AND OPERATIONAL SERVICES AGREEMENTManagement and Operational Services Agreement • January 29th, 2007 • Central Iowa Energy, LLC • Iowa
This Management and Operational Services Agreement (“Agreement”) is made and entered into as of the 22nd day of August, 2006, by and between Renewable Energy Group, Inc., a corporation organized and existing under the laws of the state of Delaware, with offices at Ralston, Iowa (“REG, Inc.”), and Central Iowa Energy, LLC, a limited liability company organized and existing under the laws of the state of Iowa, with offices at Newton, Iowa (“Central Iowa Energy”).
LARGE VOLUME FIRM/INTERRUPTIBLE GAS SALES CONTRACT FOR THE STATE OF IOWAGas Sales Contract • March 29th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals
THIS CONTRACT, made this 30 day of May, 2006, by and between Aquila, Inc. d/b/a Aquila Networks herein called “Company” and Central Iowa Energy, herein called “Customer.”
AGREEMENT FOR PRIVATE REDEVELOPMENT By and Between JASPER COUNTY, IOWA AND CENTRAL IOWA ENERGY, LLCAgreement for Private Redevelopment • January 29th, 2007 • Central Iowa Energy, LLC • Iowa
THIS AGREEMENT FOR PRIVATE REDEVELOPMENT (hereinafter called “Agreement”), is made on or as of the 21st day of November, 2006, by and among the COUNTY OF JASPER, IOWA, a political subdivision (hereinafter called “County”) of the State of Iowa acting under the authorization of Chapter 403 of the Code of Iowa, 2005, as amended (hereinafter called “Urban Renewal Act”) and CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company having an office for the transaction of business at 3426 East 28th Street North, Newton, Iowa (the “Developer”).
FIRST AMENDMENT TO FIRST SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT (DATED OCTOBER 17, 2007) by and among CENTRAL IOWA ENERGY, LLC and F & M BANK-IOWA Dated as of October 17, 2007First Amendment to First Supplement to the Amended and Restated Master Loan Agreement • December 28th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals
THIS FIRST AMENDMENT to the FIRST SUPPLEMENT DATED AS OF October 17, 2007 (the “First Amendment”), is between F & M BANK-IOWA (the “Lender”) and CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company (the “Borrower”), and amends that certain First Supplement to that certain Amended and Restated Master Loan Agreement dated October 17, 2007, between the Lender and the Borrower. In consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
November 24, 2008Toll Processing Arrangement • May 15th, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals
This letter is to confirm the ongoing arrangement and agreement among REG Processing Systems, LLC (“REG Processing”) and Central Iowa Energy, LLC (“CIE”) pursuant to which REG Processing has and continues from time to time to deliver crude corn oil to CIE for pre-treatment services. Under this arrangement corn oil owned by REG Processing is delivered to CIE for pre-treatment processing which includes stripping out of fatty acids. Upon the completion of such pre-treatment and stripping processes the refined and treated corn oil is picked up by REG Processing.
PRELIMINARY INDUSTRIAL NEW JOBS TRAINING AGREEMENTPreliminary Industrial New Jobs Training Agreement • January 29th, 2007 • Central Iowa Energy, LLC • Iowa
This Preliminary Training Agreement (the “Agreement”) made and entered into as of [DATE] January 1, 2007 between Des Moines Area Community College (Merged Area XI), Ankeny, Iowa (“Area School”) and [COMPANY NAME] Central Iowa Energy (“Employer”), under the following circumstances:
EXHIBIT B ADDENDUM #4 to CENTRAL IOWA ENERGY, LLC TOLL PROCESSING AGREEMENT Crude Soybean OilToll Processing Agreement • May 15th, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals
This Exhibit B Addendum #4 to Central Iowa Energy, LLC Toll Processing Agreement (“Exhibit B Addendum #2”) is entered into this 14th day of January, 2009, by and between Central Iowa Energy, LLC, an Iowa limited liability company, of 3426 East 28th Street North, Newton, Iowa 50208 (“CIE”), and REG Marketing & Logistics Group, LLC, an Iowa limited liablity company (“REG Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (each a “Party,” and collectively the “Parties”).
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LOAN AGREEMENTMaster Loan Agreement • December 22nd, 2008 • Central Iowa Energy, LLC • Industrial organic chemicals • Iowa
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LOAN AGREEMENT (the “First Amendment”), is entered into as of October 14, 2008, by and between CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company (the “Borrower”), and F & M BANK — IOWA, a bank chartered under the laws of the State of Iowa (the “Lender”). In consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
ASSIGNMENT OF DESIGN-BUILD AGREEMENTAssignment of Design-Build Agreement • January 29th, 2007 • Central Iowa Energy, LLC
This ASSIGNMENT OF DESIGN-BUILD AGREEMENT (the “Assignment”) is made this 26th day of September, 2006, by and between CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company (the “Company”) and F & M BANK — IOWA, a bank chartered under the laws of the State of Iowa (the “Lender”).
ASSET PURCHASE AGREEMENT BY AND AMONG REG NEWCO, INC., REG NEWTON, LLC, CENTRAL IOWA ENERGY, LLC AND RENEWABLE ENERGY GROUP, INC. DATED AS OF May 8, 2009Asset Purchase Agreement • May 15th, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals • Iowa
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of May, 2009 (“Effective Date”), by and among REG Newco, Inc., a Delaware corporation (“Newco”), REG Newton, LLC, an Iowa limited liability company and wholly owned subsidiary of Newco (“Purchaser”), Central Iowa Energy, LLC, an Iowa limited liability company (the “Company”) and Renewable Energy Group, Inc., a Delaware corporation (“REG”).
SECOND SUPPLEMENT TO THE MASTER LOAN AGREEMENT (TERM REVOLVING LOAN)Second Supplement to the Master Loan Agreement • January 29th, 2007 • Central Iowa Energy, LLC
THIS SECOND SUPPLEMENT TO THE MASTER LOAN AGREEMENT (this “Second Supplement”), dated as of September 26, 2006, is between F & M BANK-IOWA, a bank chartered under the laws of Iowa (the “Lender”) and CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company (the “Borrower”), and supplements and incorporates all of the provisions of that certain Master Loan Agreement, dated as of even date herewith, between the Lender and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”).
FIRST AMENDMENT TO MANAGEMENT AND OPERATIONAL SERVICES AGREEMENTManagement and Operational Services Agreement • January 29th, 2007 • Central Iowa Energy, LLC
This First Amendment to Management and Operational Services Agreement (the “First Amendment”) is made and entered into as of the 26th day of September, 2006 by and between Renewable Energy Group, Inc., a corporation organized and existing under the law sof the state of Delaware, with offices at Ralston, Iowa (“REG, Inc.”), and Central Iowa Energy, LLC, a limited liability company organized and existing under the laws of the state of Iowa, with offices at Newton, Iowa (“Central Iowa Energy”).
ENERGY MANAGEMENT AGREEMENT (Single Site)Energy Management Agreement • August 14th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals • Minnesota
The purpose of this Agreement is to set forth the understanding and agreement between U.S. Energy Services, Inc. (“U.S. Energy”) and Central Iowa Energy, LLC (“Client”) related to the provision of energy management services.
LEASE-BUSINESS PROPERTY-SHORT TERMLease Agreement • March 29th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals
THIS AGREEMENT, made and entered into this 14th day of December, 2005, by and between Farver Rental (“Landlord”), whose address, for the purpose of this lease, is 2617 First Avenue East, Bldg A, Newton, Iowa 50208; and Central Iowa Energy, LLC (CIE), 2617 1st Avenue East, Suite 1, Newton, Iowa 50208 (“Tenant”).
EXHIBIT B ADDENDUM #1 to CENTRAL IOWA ENERGY, LLC TOLL PROCESSING AGREEMENT Tenaska High FFA Canola OilToll Processing Agreement • May 15th, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals
This Exhibit B Addendum #1 to Central Iowa Energy, LLC Toll Processing Agreement (“Exbibit B Addendum #1”) is entered into this 14th day of January, 2009, by and between Central Iowa Energy, LLC, an Iowa limited liability company, of 3426 East 28th Street North, Newton, Iowa 50208 (“CIE”), and REG Marketing & Logistics Group, LLC, an Iowa limited liablity company (“REG Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (each a “Party,” and collectively the “Parties”).
ASSIGNMENT OF MANAGEMENT AND OPERATIONAL SERVICES AGREEMENTAssignment of Management and Operational Services Agreement • January 29th, 2007 • Central Iowa Energy, LLC
This ASSIGNMENT OF MANAGEMENT AND OPERATIONAL SERVICES AGREEMENT (the “Assignment”) is made this 26th day of September, 2006, by and between CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company (the “Company”) and F & M BANK — IOWA, a bank chartered under the laws of the State of Iowa (the “Lender”).
INDUSTRIAL NEW JOBS TRAINING AGREEMENT between DES MOINES AREA COMMUNITY COLLEGE Ankeny, Iowa and Central Iowa Energy Project # 1 Dated as of March 12, 2007Industrial New Jobs Training Agreement • May 15th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals • Iowa
This Industrial New Jobs Training Agreement (the “Agreement”) made and entered into as of March 12, 2007 between Des Moines Area Community College (the “Area School”), Ankeny, Iowa and Central Iowa Energy, LLC (the “Employer”).
SECOND AMENDED AND RESTATED THIRD SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT (REVOLVING LINE OF CREDIT LOAN)Master Loan Agreement • December 22nd, 2008 • Central Iowa Energy, LLC • Industrial organic chemicals
THIS SECOND AMENDED AND RESTATED THIRD SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Third Supplement”), dated as of October 14, 2008, is between F & M BANK-IOWA, a bank chartered under the laws of Iowa (the “Lender”) and CENTRAL IOWA ENERGY, LLC, an Iowa limited liability company (the “Borrower”), and supplements and incorporates all of the provisions of that certain Amended and Restated Master Loan Agreement, dated October 17, 2007, between the Lender and the Borrower (as amended, modified, supplemented, extended or restated from time to time, the “MLA”).
Dear Central Iowa Energy, LLC Unitholder,Asset Purchase Agreement • May 26th, 2009 • Central Iowa Energy, LLC • Industrial organic chemicals
This letter is to inform you that Central Iowa Energy, LLC (CIE) has entered into an asset purchase agreement with Renewable Energy Group, Inc.® (REG®) to consolidate their respective operations under a newly formed holding company. The agreement provides for the sale of substantially all of CIE’s assets to a wholly-owned subsidiary of the holding company in exchange for shares of Common Stock and Preferred Stock in the new holding company. Certain liabilities of CIE will also be assumed by the entity that will be acquiring CIE’s assets. The agreement also contemplates that REG ® will merge into another wholly-owned subsidiary of the holding company, such that the ownership of CIE’s and REG’s® operations will be consolidated under a common ownership structure. Two other biodiesel plants, Blackhawk Biofuels, LLC and Western Iowa Energy, LLC, have also entered into similar agreements with REG® pursuant to which they will also participate in the consolidation through separate transactions
IOWA INTERSTATE RAILROAD, LTD. INDUSTRIAL TRACK AGREEMENTIndustrial Track Agreement • March 29th, 2007 • Central Iowa Energy, LLC • Industrial organic chemicals • Iowa
THIS AGREEMENT, made and entered into this 8th day of December 11, 2006 by and between IOWA INTERSTATE RAILROAD, LTD. (hereinafter called the “Company) and CENTRAL IOWA ENERGY. (hereinafter called the “Industry”).
