ASSET PURCHASE AGREEMENT By and Among BLACKHAWK BIOFUELS, LLC, RENEWABLE ENERGY GROUP, INC., BIOFUELS COMPANY OF AMERICA, LLC, BIODIESEL INVESTMENT GROUP, LLC and BUNGE NORTH AMERICA, INC. Dated as of March 14, 2008Asset Purchase Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Illinois
This Asset Purchase Agreement (the “Agreement”) is made as of this 14th day of March, 2008 (the “Effective Date”), by and among Blackhawk Biofuels, LLC, a Delaware limited liability company (“Purchaser”), Renewable Energy Group, Inc., a Delaware corporation (“REG”), Biofuels Company of America, LLC, an Illinois limited liability company (the “Company”), Biodiesel Investment Group, LLC, a Delaware limited liability company (“BIG”), and Bunge North America, Inc., a New York corporation (“Bunge”, and together with BIG, the “Members” and each, a “Member” and Bunge, BIG and the Company together are referred to herein as “Sellers” and each a “Seller”). Certain capitalized terms not defined in the text of this Agreement are defined in Exhibit A attached hereto.
ContractWarrant Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Delaware
THIS WARRANT, AND ANY LIMITED LIABILITY COMPANY UNITS ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY OF SUCH UNITS MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. NEITHER THIS WARRANT NOR ANY OF SUCH UNITS MAY BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR ANY OF SUCH UNITS SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. TRANSFER OF THIS WARRANT OR ANY OF SUCH UNITS IS FURTHER RESTRICTED AS PROVIDED IN THE COMPANY’S AMENDED AND RESTATED LIMITED
MANAGEMENT AND OPERATIONAL SERVICES AGREEMENTManagement and Operational Services Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Iowa
This Management and Operational Services Agreement (“Agreement”) is made and entered into as of the 9th day of May, 2008, by and between REG Services Group, LLC, a limited liability company organized and existing under the laws of the state of Iowa, with offices at Ames, Iowa (“REG Services”), REG Marketing & Logistics Group, LLC, a limited liability company organized and existing under the laws of the state of Iowa, with offices at Ames, Iowa (“REG Marketing”), and Blackhawk Biofuels, LLC, a limited liability company organized and existing under the laws of the state of Delaware, with offices at 22 South Chicago Avenue, Freeport, Illinois 61032 (“Blackhawk Biofuels”).
SERVICES AGREEMENTServices Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Illinois
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2008 (the “Effective Date”) by and between Blackhawk Biofuels, LLC, a Delaware limited liability company (“Producer”), and Bunge North America, Inc., a New York corporation (“Bunge”) (each of Producer and Bunge, a “Party” and collectively, the “Parties”).
CONSTRUCTION/TERM LOAN NOTEConstruction Loan Note • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
This Construction/Term Loan Note (the “Note”) is the Construction/Term Loan Note referred to in, and is issued pursuant to, that certain Loan Agreement between Borrower and Lender dated of even date herewith (as amended or otherwise modified from time to time, the “Loan Agreement”), and is entitled to all of the benefits and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and all other instruments evidencing or securing the indebtedness hereunder are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement.
LOAN AGREEMENTLoan Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Missouri
[Name], a registered land surveyor, License No. [Number], in and for the State of Illinois and legally doing business in [County], does hereby certify to FIFTH THIRD BANK, [Title Company], BLACKHAWK BIOFUELS, LLC, BUNGE MILLING, INC. and their respective successors and assigns that I have made a careful boundary survey of a tract of land described [hereon] [as follows:
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES...Convertible Note • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
THIS PROMISSORY NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE MAKER TO FIFTH THIRD BANK AND ITS SUCCESSORS AND ASSIGNS, AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT, DATED MAY9, 2008, AMONG REG VENTURES, LLC, RENEWABLE ENERGY GROUP, INC., ILLINOIS FINANCE AUTHORITY, AND FIFTH THIRD BANK. THIS PROMISSORY NOTE IS ALSO SUBORDINATED TO ANY INDEBTEDNESS OWING FROM THE MAKER TO ANY REPLACEMENT LENDER ON ACCOUNT OF ANY SENIOR LOAN.
First Amendment to Asset Purchase AgreementAsset Purchase Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
The Asset Purchase Agreement dated March 14, 2008 (the “Asset Purchase Agreement”) by and among each of the undersigned is hereby amended by deleting “May 1, 2008” in Sections 8.1(b)(ii) and 8.1(c)(ii) and inserting in lieu thereof “May 9, 2008”. Except as amended hereby, the Asset Purchase Agreement remains in full force and effect and is not amended or modified in any respect.
THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR TABLE OF ARTICLESDesign-Build Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
This Agreement has important legal and insurance consequences. Consultation with an attorney and insurance consultant is encouraged with respect to its completion or modification.
FIRST AMENDMENT, ASSIGNMENT AND ASSUMPTION AND CONSENT TO ASSIGNMENT OF GROUND LEASE AND CONVEYANCE OF LEASEHOLD IMPROVEMENTSGround Lease • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
This First Amendment, Assignment and Assumption and Consent to Assignment of Ground Lease Conveyance of Leasehold Improvements (this “First Amendment”) is made as of May 9, 2008 by and among BUNGE MILLING, INC., an Illinois corporation (“Landlord”), BIOFUELS COMPANY OF AMERICA, LLC, an Illinois limited liability company (“Assignor”), and BLACKHAWK BIOFUELS, LLC, a Delaware limited liability company (“Assignee”) and is effective as of the closing (the “Assignment Date”) of the Asset Purchase Agreement dated March 14, 2008 (the “Asset Purchase Agreement”) by and among, Assignor, Assignee, Renewable Energy Group, Inc., Biodiesel Investment Group, LLC and Bunge North America, Inc.
SUBORDINATED MORTGAGE OF LEASEHOLD, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING VERMILION COUNTYSubordinated Mortgage of Leasehold, Security Agreement, Assignment of Rents and Leases and Fixture Filing • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
SECURITY AGREEMENTSecurity Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Missouri
This Security Agreement (the “Agreement”) is given as of May 9, 2008, from BLACKHAWK BIOFUELS, LLC, a Delaware limited liability company (the “Borrower”), to FIFTH THIRD BANK, a Michigan banking corporation (the “Lender”).
MORTGAGE OF LEASHOLD, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING VERMILION COUNTYMortgage of Leasehold, Security Agreement, Assignment of Rents and Leases and Fixture Filing • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
SUBORDINATED LOAN AGREEMENTSubordinated Loan Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Iowa
THIS SUBORDINATED LOAN AGREEMENT (“Agreement”) is made and entered into this 9th day of May, 2008 (the “Effective Date”), by and between REG VENTURES, LLC, an Iowa limited liability company with its principal offices at 406 First Street, P.O. Box 68, Ralston, Iowa 51458 (“REG”), which is wholly owned by RENEWABLE ENERGY GROUP, INC., a Delaware corporation (“Parent”), and BLACKHAWK BIOFUELS, LLC, a Delaware limited liability company with its principal offices at 22 South Chicago Avenue, Freeport, Illinois 61032 (“Blackhawk”).
REVOLVING CREDIT LOAN NOTERevolving Credit Loan Note • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals
This Revolving Credit Loan Note (the “Note”) is given for one or more advances to be made by the Lender to the Borrower and is the Revolving Credit Loan Note referred to in, and is issued pursuant to, that certain Loan Agreement between Borrower and Lender dated of even date herewith (as amended or otherwise modified from time to time, the “Loan Agreement”), and is entitled to all of the benefits and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and all other instruments evidencing or securing the indebtedness hereunder are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement.
Oil Feedstock Supply AgreementOil Feedstock Supply Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Missouri
This Oil Feedstock Supply Agreement (this “Agreement”) is made and entered into as of May 9, 2008 (“Effective Date”), by and between Blackhawk Biofuels, LLC, a Delaware limited liability company (“Producer”), Renewable Energy Group, Inc., a Delaware corporation (“REG”) and Bunge North America, Inc., a New York corporation (“Bunge”) (each of Producer and Bunge a “Contracting Party,” and collectively the “Contracting Parties”).
AMENDED AND RESTATED GROUND LEASE AGREEMENT BUNGE MILLING, INC., AS LANDLORD -and- BIOFUELS COMPANY OF AMERICA, LLC, AS TENANT FOR THE PROJECT SITE OF A BIODIESEL PRODUCTION FACILITY TO BE CONSTRUCTED IN DANVILLE, IL November 3, 2006Ground Lease Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Illinois
This AMENDED AND RESTATED GROUND LEASE AGREEMENT (this “Lease”) is made and entered into as of November 3, 2006 (the “Effective Date”) by and between BUNGE MILLING, INC., an Illinois corporation (“Landlord”), and BIOFUELS COMPANY OF AMERICA, LLC, an Illinois limited liability company (“Tenant”).
SUBORDINATED SECURITY AGREEMENTSubordinated Security Agreement • May 20th, 2008 • Blackhawk Biofuels, LLC • Industrial organic chemicals • Iowa
This Subordinated Security Agreement (the “Agreement”) is given as of May 9 2008 from BLACKHAWK BIOFUELS, LLC, a Delaware limited liability company (the “Borrower”), to REG VENTURES, LLC, an Iowa limited liability company (“REG”).
