FIRST LIEN CREDIT AGREEMENT dated as of June 30, 2006, among HAWKEYE INTERMEDIATE, LLC, THL - HAWKEYE ACQUISITION LLC (to be merged with and into HAWKEYE RENEWABLES, LLC), THE LENDERS PARTY HERETO and CREDIT SUISSE, as Administrative Agent and...First Lien Credit Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • New York
FIRST LIEN CREDIT AGREEMENT dated as of June 30, 2006 (this “Agreement”), among HAWKEYE INTERMEDIATE, LLC, a Delaware limited liability company, THL - HAWKEYE ACQUISITION LLC, a Delaware limited liability company (“Merger Sub”) to be merged with and into HAWKEYE RENEWABLES, LLC, a Delaware limited liability company (the “Company”), the LENDERS (as defined herein), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
RESTATED DISTILLER’S GRAINS MARKETING AGREEMENTDistiller’s Grains Marketing Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • Iowa
THIS RESTATED DISTILLER’S GRAINS MARKETING AGREEMENT (this “Restated Agreement”), made and entered into this 7th day of July, 2006, by and between Hawkeye Renewables, LLC, a Delaware limited liability company (“HR”), and United Bio Energy Ingredients, LLC, a Kansas limited liability company (“UBE”).
MANAGEMENT AGREEMENTManagement Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • New York
This Management Agreement (this “Agreement”) is entered into as of the 30th day of June, 2006, by and between Hawkeye Renewables, LLC, a Delaware limited liability company (the “Company”), and THL Managers VI, LLC, a Delaware limited liability company (the “Sponsor”).
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • Delaware
This Limited Liability Company Agreement (this “Agreement”) is made as of the 20 day of December, 2005, by and between Transco Railway Products Inc. (“Transco”), a Delaware corporation, Hawkeye Renewables, LLC, a Delaware limited liability company (“Hawkeye”, and together with Transco, the “Members”) and D&W Railroad, LLC, a Delaware limited liability company (the “Company” or “D&W”).
LIMITED LIABILITY COMPANY SECURITYHOLDERS AGREEMENT Dated June 30, 2006 Among HAWKEYE INTERMEDIATE, LLC AND THE OTHER PARTIES HERETOSecurityholders Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • Delaware
THIS LIMITED LIABILITY COMPANY SECURITYHOLDERS AGREEMENT (this “Agreement”) is entered into as of June 30, 2006 by and among (i) Hawkeye Intermediate, LLC, a Delaware limited liability company (the “Company”), (ii) Hawkeye Holdings, L.L.C., an Iowa limited liability company (“HH”), (iii) THL Hawkeye Acquisition Partners, THL Hawkeye Acquisition Partners II, THL Hawkeye Acquisition Partners III, and certain other parties identified on the signature pages hereto as a “THL Holder” that is or becomes a holder of Units (each, a “THL Holder” and collectively “THL”), and (iv) the initial parties to this Agreement who are identified as Management Holders on the signature pages hereto (each, a “Management Holder,” collectively, the “Management Holders”). HH, THL, the Management Holders and each other holder of Securities that is or may become a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the “Securityholders” and individually as a “Securityhol
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG HAWKEYE HOLDINGS, L.L.C. HAWKEYE RENEWABLES, LLC THL-HAWKEYE ACQUISITION LLC THL HAWKEYE ACQUISITION PARTNERS, THL HAWKEYE ACQUISITION PARTNERS II and THL HAWKEYE ACQUISITION PARTNERS III Dated as of...Membership Interest Purchase Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • New York
This Membership Interest Purchase Agreement (the “Agreement”) is made and entered into as of May 11, 2006, by and among HAWKEYE HOLDINGS, L.L.C., an Iowa limited liability company (the “Seller”), HAWKEYE RENEWABLES, LLC, a Delaware limited liability company (the “Company”), THL Hawkeye Acquisition Partners, a Delaware general partnership (“Buyer I”), THL Hawkeye Acquisition Partners II, a Delaware general partnership (“Buyer II”), and THL Hawkeye Acquisition Partners III, a Delaware general partnership (“Buyer III”, with each of Buyer I, Buyer II and Buyer III being referred to individually as a “Buyer” and collectively as the “Buyer”), and THL-HAWKEYE ACQUISITION LLC, a Delaware limited liability company (“Merger Company”).
A Delaware Limited Liability Company SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 30, 2006Limited Liability Company Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Hawkeye Intermediate, LLC, dated and effective as of June 30, 2006 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among THL Hawkeye Acquisition Partners, THL Hawkeye Acquisition Partners II, and THL Hawkeye Acquisition Partners III (each, a “THL Holder” and, collectively, the “THL Holders”), Hawkeye Holdings, L.L.C. (“HH”), the Persons listed on Schedule A and Schedule B attached hereto (which Schedules also set forth the Units (as defined below) held by each such Person) as of the date hereof upon their execution of this Agreement, and each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to the THL Holders, HH or any other Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substitute Members in accordance with the
FORM OF TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • New York
TAX RECEIVABLE AGREEMENT (this “Agreement”), dated [Month] [Day], 2006 (the “Closing Date”), by and among Hawkeye Holdings Inc., a Delaware corporation (the “Company”), Hawkeye Holdings, L.L.C., an Iowa limited liability company (“Hawkeye Holdings”), Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership, Putnam Investment Holdings, LLC, a Delaware limited liability company, Putnam Investments Employees Security Company III LLC, a Delaware limited liability company, THL Coinvestment Partners, L.P., a Delaware limited partnership, THL Hawkeye Equity Investors, L.P., a Delaware limited partnership, and Mission Enterprises, LLC, a Delaware limited liability company (the preceding eight parties, “THL”).
SECOND LIEN CREDIT AGREEMENT dated as of June 30, 2006, among HAWKEYE INTERMEDIATE, LLC, THL - HAWKEYE ACQUISITION LLC (to be merged with and into HAWKEYE RENEWABLES, LLC), THE LENDERS PARTY HERETO and CREDIT SUISSE, as Administrative Agent and...Second Lien Credit Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • New York
SECOND LIEN CREDIT AGREEMENT dated as of June 30, 2006 (this “Agreement”), among HAWKEYE INTERMEDIATE, LLC, a Delaware limited liability company, THL - HAWKEYE ACQUISITION LLC, a Delaware limited liability company (“Merger Sub”) to be merged with and into HAWKEYE RENEWABLES, LLC, a Delaware limited liability company (the “Company”), the LENDERS (as defined herein), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
Hawkeye Intermediate, LLC Unit Option Plan Option AgreementOption Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • Delaware
THIS OPTION AGREEMENT (the “Agreement”) is entered into as of July 7, 2006 by and among Hawkeye Intermediate, LLC, a Delaware limited liability company (the “Company”), Hawkeye Holdings, Inc., a Delaware corporation (“IPO Corp.”), and the employee of the Company or one of its subsidiaries set forth on the signature page hereto (“Optionee”) pursuant to the Hawkeye Intermediate, LLC Unit Option Plan (the “Plan”). Certain capitalized terms used herein are defined in Section 9.
