Exhibit






 
Exhibit 10.16 
AMENDMENT NO. 8 TO CREDIT AGREEMENT AND WAIVER 
THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) is entered into as of February 20, 2015, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, “Agent”), REG SERVICES GROUP, LLC, an Iowa limited liability company (“REG Services”), and REG MARKETING & LOGISTICS GROUP, LLC, an Iowa limited liability company (“REG Marketing”; together REG Services and REG Marketing are each referred to herein as a “Borrower”, and jointly and severally as the “Borrowers”). 
WHEREAS, Borrowers, Agent, and Lenders are parties to that certain Credit Agreement dated as of December 23, 2011, as amended by that certain Amendment No. 1 to Credit Agreement dated as of January 31, 2012, that certain Amendment No. 2 to Credit Agreement dated as of February 29, 2012, that certain Waiver and Amendment No. 3 to Credit Agreement dated as of May l, 2012, that certain Amendment No. 4 to Credit Agreement dated as of January 9, 2013, that certain Amendment No. 5 to Credit Agreement dated as of August 9, 2013, that certain Amendment No. 6 to Credit Agreement dated as of December 23, 2013, and that certain Amendment No. 7 to Credit Agreement dated as of May 19, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); 
WHEREAS, certain Plant Loan Parties have accepted intercompany advances from REG Capital, LLC, an Iowa limited liability company, that, in the absence of the agreements in Section 3 of this Amendment, would constitute defaults under Sections 6.1 and 6.12(a) of the Credit Agreement and the Borrowers have failed to provide notice thereof to the Agent and Lenders as required by Section 5.1 of the Credit Agreement (the “Specified Defaults”); and 
WHEREAS, Borrowers, Agent and Lenders have agreed to amend the Credit Agreement in certain respects and provide for the waivers specified herein; 
NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: 
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement. 
2. Amendments to Credit Agreement: Subject to the satisfaction of the conditions set forth in Section 7 below, and in reliance upon the representations and warranties of Borrowers set forth in Section 8 below, the Credit Agreement is hereby amended as follows: 











 
(a) Clause (a) of Section 6.9 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
(a) Any Plant Loan Party may make distributions (other than distributions of Inventory or proceeds prior to the receipt by such Plant Loan Party of payment on account thereof); and 
(b) Clause (d) of Section 6.12 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
(d) sales and purchases of feedstock, chemicals, renewable diesel, biodiesel or other biofuel in the ordinary course of business between Secured Loan Parties, 
(c) Clause (a) of Section 17.15 of the Credit Agreement is hereby amended to add the phrase “, renewable diesel or other biofuel” after the word “biodiesel”. 
(d) Clause (a) of the definition of “Borrowing Base” set forth in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows: 
(a) the sum of (i)85% of the amount of Eligible Billed Accounts, (ii) (A) until April 30, 2015, the lesser of $17,500,000 and 85% of Eligible Blender’s Credit Accounts, and (B) thereafter, the lesser of $7,500,000 and 85% of Eligible Blender’s Credit Accounts, and (iii) the lesser of $10,000,000 and 85% of Eligible Unbilled Accounts, less (iv)the amount, if any, of the Dilution Reserve, plus 
(e) Clause (i) of the definition of “Eligible Billed Accounts” set forth in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows: 
(i) Accounts with respect to an Account Debtor (other than a Specified Account Debtor) whose total obligations owing to Designated Loan Parties exceed 10% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage, or Accounts with respect to a Specified Account Debtor whose total obligations owing to Designated Loan Parties exceed 20% (35% in the case of any such Accounts owing by Pilot Travel Centers LLC) (such percentage, as applied to a particular Specified Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Specified Account Debtor in excess of such percentage; provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit, 

-2-






 
(f) The definition of “Permitted Intercompany Advances” set forth in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows: 
“Permitted Intercompany Advances” means loans made by (a) Designated Loan Party to another Designated Loan Party, (b) a non-Loan Party to another non-Loan Party, (c) a non-Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement, (d) Parent to a Borrower, so long as the parties thereto are party to the Intercompany Subordination Agreement, (e) a Designated Loan Party to a non-Loan Party or Plant Loan Party (other than as provided in clause (f) below) so long as (i) the amount of such loans does not exceed $250,000 outstanding at any one time, (ii) no Event of Default has occurred and is continuing or would result therefrom, and (iii) Borrowers have Excess Availability plus Qualified Cash of $10,000,000 or greater immediately after giving effect to each such loan, and (f) by REG Marketing to a Plant Loan Party in respect of purchases of Inventory by a Plant Loan Party from REG Marketing on credit in the ordinary course of business consistent with past practices, so long as such Plant Loan Party pays for such purchases within 60 days of sale). 
(g) Schedules A-2, D-1, E-1, P-1, P-2, S-1, 4.1(b), 4.1(c), 4.6(a), 4.6(b), 4.6(c), 4.6(d), 4.7(b), 4.12, 4.13, 4.15, 4.17, 4.19 and 4.28 of the Credit Agreement are hereby amended and restated in their entirety as set forth in Exhibit A hereto. 
3. Waiver. Subject to the satisfaction of the conditions set forth in Section 7 below, and in reliance upon the representations and warranties of Borrowers set forth in Section 8 below, Agent and Lenders hereby agree to waive the Specified Defaults. Except to the extent expressly set forth herein, this waiver shall not constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document or a waiver, release or limitation upon the exercise by Agent or any Lender of any of its rights, legal or equitable, hereunder or under the Credit Agreement or any other Loan Document. 
4. Post-Closing Covenants. 
(a) Within forty-five (45) days of the date hereof (or such later date as may be agreed to in writing by Agent in its sole discretion), either (i) the Borrowers shall provide to Agent a lender loss payable endorsement in form and substance reasonably acceptable to Agent, to the following REG Geismar, LLC’s property insurance policy: 31-3-77540 (Westport Insurance Corporation) or (ii) none of the Inventory of REG Geismar, LLC shall be considered Eligible Inventory until such endorsement has been received by Agent. 
(b) Within forty-five (45) days of the date hereof (or such later date as may be agreed to in writing by Agent in its sole discretion), either (i) the Borrowers shall provide to Agent a notice of cancellation endorsement, in form and substance reasonably acceptable to Agent, to REG Geismar, LLC’s liability insurance policy or (ii) none of the Inventory of REG Geismar, LLC shall be considered Eligible Inventory until such endorsement has been received by Agent. 
5. Continuing Effect. Except as expressly set forth in Section 2 and Section 3 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of 

-3-






 
the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby. 
6. Reaffirmation and Confirmation. Each Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents represent the valid, enforceable and collectible obligations of Borrowers, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Each Borrower hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each Borrower in all respects. 
7. Conditions to Effectiveness. 
(a) This Amendment shall become effective upon the satisfaction of each of the following conditions precedent, each in form and substance acceptable to Agent: 
(i) Agent shall have received a fully executed copy of this Amendment in form and substance acceptable to Agent, together with such other documents, agreements and instruments as Agent may require or reasonably request; and 
(ii) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment. 
8. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, Borrowers hereby jointly and severally represent and warrant to Agent and Lenders that, after giving effect to this Amendment: 
(a) All representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, in each case as if then made, other than representations and warranties that expressly relate solely to an earlier date; 
(b) No Default or Event of Default has occurred and is continuing; and 
(c) This Amendment and the Credit Agreement, as modified hereby, constitute legal, valid and binding obligations of each Borrower and are enforceable against each Borrower in accordance with their respective terms. 
9. Miscellaneous. 
(a) Expenses. Borrowers jointly and severally agree to pay on demand all Lender Group Expenses of Agent (including, without limitation, the fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and 

-4-






 
administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement as modified hereby. 
(b) Governing Law. This Amendment shall be a contract made under and governed by the internal laws of the State of California. The choice of law and venue, jury trial waiver and California judicial reference provisions set forth in Section 12 of the Credit Agreement are incorporated herein by reference and shall apply in all respects to this Amendment. 
(c) Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or other electronic delivery shall be equally effective as delivery of an original executed counterpart of this Amendment. 
10. Release. 
(a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation), on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any such Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment. 
(b) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) warrants, represents and agrees that it is fully aware of California Civil Code Section 1542, which provides as follows: 
SEC. 1542. GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 

-5-






 
Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby expressly waives the provisions of California Civil Code Section 1542, and any rights they may have to invoke the provisions of that statute now or in the future with respect to the Claims being released pursuant to this Section 10. In connection with the foregoing waiver and relinquishment, each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) acknowledges that they are aware that they or their attorneys or others may hereafter discover claims or facts in addition to or different from those which the parties now know or believe to exist with respect to the subject matter of the Claims being released hereunder, but that it is nevertheless the intention of each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) to fully, finally and forever settle, release, waive and discharge all of the Claims which are being released pursuant to this Section 10. The release given herein shall remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different claims or facts. 
(c) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. 
(d) Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. 
[signature pages follow] 



-6-






IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written. 
 
	
		
	 
	 

	REG SERVICES GROUP, LLC, an Iowa limited liability company

	 
	 

	By:
	/s/ Daniel J. Oh
 

	Title:
	Daniel J. Oh

	Title:
	President

	 

	REG MARKETING & LOGISTICS GROUP,

	LLC, an Iowa limited liability company

	 
	 

	By:
	/s/ Daniel J. Oh
 

	Name:
	Daniel J. Oh

	Title:
	President




Signature Page to Amendment No. 8 to Credit Agreement and Waiver 

1






 
	
		
	 
	 

	WELLS FARGO CAPITAL FINANCE, LLC,

	a Delaware limited liability company, as Agent and as a Lender

	 
	 

	By:
	/s/ Barry Felker
 

	Name:
	Barry Felker

	Title:
	Authorized Signatory




Signature Page to Amendment No. 8 to Credit Agreement and Waiver 

2






 
CONSENT AND REAFFIRMATION 
Renewable Energy Group, Inc., a Delaware corporation, as a Guarantor, REG Houston, LLC, a Texas limited Liability company, as a Plant Loan Party, REG Albert Lea, LLC, an Iowa limited liability company, as a Plant Loan Party, and REG New Boston, LLC, an Iowa limited liability company, as a Plant Loan Party (each of the foregoing, a “Loan Party”) hereby (i) acknowledges receipt of a copy of the foregoing Amendment No. 8 to Credit Agreement and Waiver (terms defined therein and used, but not otherwise defined, herein shall have the meanings assigned to them therein); (ii) consents to each Borrower’s execution and delivery thereof; (iii) agrees to be bound thereby, including Section 10 of the foregoing Amendment No. 8 to Credit Agreement and Waiver; and (iv) affirms that nothing contained therein shall modify in any respect whatsoever any Loan Documents to which the undersigned is a party and reaffirms that each such Loan Document is and shall continue to remain in full force and effect. Although each Loan Party has been informed of the matters set forth herein and has acknowledged and agreed to same, each Loan Party understands that Agent and Lenders have no obligation to inform such Loan Party of such matters in the future or to seek such Loan Party’s acknowledgment or agreement to future consents, amendments or waivers, and nothing herein shall create such a duty. 
 
	
				
	 
	 
	 
	 

	RENEWABLE ENERGY GROUP, INC.,
a Delaware corporation, as a Guarantor

	 
	 

	By:
	/s/ Daniel J. Oh
 

	Name:
	Daniel J. Oh

	Title:
	President

	 

	REG HOUSTON, LLC, a Texas limited liability company, as a Plant Loan Party

	 
	 

	By:
	/s/ Daniel J. Oh
 

	Name:
	Daniel J. Oh

	Title:
	President

	 

	REG ALBERT LEA, LLC, an Iowa limited liability company, as a Plant Loan Party

	 
	 

	By:
	/s/ Daniel J. Oh
 

	Name:
	Daniel J. Oh

	Title:
	President

	 

	REG NEW BOSTON, LLC, an Iowa limited liability company, as a Plant Loan Party

	 
	 

	By:
	/s/ Daniel J. Oh
 

	Name:
	Daniel J. Oh

	Title:
	President




Consent and Reaffirmation to Amendment No. 8 to Credit Agreement and Waiver 

3






 
Exhibit A 
Schedules to Credit Agreement 

4






 
Schedule A-2 
Authorized Persons 
Daniel J. Oh 
Gary Haer 
Natalie Merrill 
Jonathon Schwebach 

5






 
Schedule D-1 
Designated Account 
 
	
			
	 
	 
	 

	Designated Account Bank
 
	 
	Designated Account
 

	Wells Fargo
	 
	#4124522426 (an REG Marketing &

	420 Montgomery Street
	 
	Logistics Group, LLC operating account)

	San Francisco, California 94163
	 
	 





6






 
Schedule E-1 
Eligible Inventory Locations 
REG MARKETING & LOGISTICS GROUP, LLC 
Plant Locations 
 
	
				
	 
	 
	 
	 

	Street Address
 
	City 
 
	State 
 
	Zip Code 
 

	300 N. Anderson   
	Danville
	IL
	61832

	3426 E. 28th Street   
	Newton
	IA
	50208

	11815 Port Rd.   
	Seabrook
	TX
	77586

	15200 780th Ave.   
	Albert Lea
	MN
	56007

	4172 19th Street SW   
	Mason City
	IA
	50401

	280 Texas Ave   
	New Boston
	TX
	75570

	36187 Hwy 30   
	Geismar
	LA
	70734




Terminal Locations 
 
	
					
	 
	 
	 
	 
	 

	Company
 
	Street Address 
 
	City 
 
	State 
 
	Zip Code 
 

	KM-Stony Island   
	12200 S. Stony Island Ave.
	Chicago
	IL
	60633

	KM-Argo   
	8500 West 68th St.
	Argo
	IL
	60501

	LBC   
	11666 Port Road
	Seabrook
	TX
	77586

	Renewable Energy Group, Inc.   
	2500 SE 43rd St.
	Des Moines
	IA
	50327

	BP Products North America, Inc.   
	16848 87th St.
	Ottumwa
	IA
	52501




REG SERVICES GROUP, LLC 
None. 
REG ALBERT LEA, LLC 
Plant Locations 
 
	
				
	 
	 
	 
	 

	Street Address
 
	City 
 
	State 
 
	Zip Code 
 

	15200 780th Ave.
	   Albert Lea   
	   MN   
	56007





7






REG HOUSTON, LLC 
Plant Locations 
 
	
					
	 
	 
	 
	 
	 

	Street Address
 
	City 
 
	State 
 
	Zip Code 
 

	11815 Port Rd.
	   Seabrook   
	   TX   
	77586





8






 
REG NEW BOSTON, LLC 
Plant Locations 
 
	
				
	 
	 
	 
	 

	Street Address
 
	City 
 
	State 
 
	Zip Code 
 

	280 Texas Ave.   
	   New Boston   
	   TX   
	75570




REG GEISMAR, LLC 
Plant Locations 
 
	
				
	 
	 
	 
	 

	Street Address
 
	City 
 
	State 
 
	Zip Code 
 

	36187 Hwy 30   
	   Geismar   
	   LA   
	70734





9






 
Schedule P-1 
Permitted Investments 
Investment balances in the accounts below. Note that total account balances at market value as of December 15, 2011 are shown below in (with negative values in parenthesis), but balances fluctuate from period to period: 
 
	
		
	 
	 

	FC Stone   
	#3447 REG Marketing & Logistics

	1251 NW Briarcliff Parkway, Suite 800   
	$2,151,884.65

	Kansas City, Missouri 64116
	 
#8810 REG Marketing & Logistics

	 
	$1,387,131.30

	 

	 

	 

	 

	 





10






 
Schedule P-2 
Permitted Liens 
None. 

11






 
Schedule S-1 
Specified Account Debtor(s) 
Pilot Travel Centers LLC 
ExxonMobil Oil Corporation 
CITGO Petroleum Corporation 
Musket Corporation 
Sapp Brothers, Inc. 
Valero Marketing and Supply Company 
Tesoro Refining & Marketing Company LLC 
Flint Hills Resources 
Marathon Petroleum Company LP 
Mansfield Oil Company 

12






 
Schedule 4.1(b) 
Capitalization of Borrowers 
 
	
			
	 
	 
	 

	Borrower
 
	Class 
 
	Issued and Outstanding 
 

	REG Marketing & Logistics Group, LLC   
	   N/A   
	   3,180,312 units   

	REG Services Group, LLC   
	   N/A   
	   19,265 units   





13






 
Schedule 4.1(c) 
Capitalization of Borrowers’ Subsidiaries 
None. 

14






 
Schedule 4.6(a) 
States of Organization 
 
	
		
	 
	 

	Loan Party
 
	State of Organization
 

	Renewable Energy Group, Inc.   
	Delaware

	REG Albert Lea, LLC   
	Iowa

	REG Geismar, LLC   
	Delaware

	REG Houston, LLC   
	Texas

	REG Marketing & Logistics Group, LLC   
	Iowa

	REG New Boston, LLC   
	Iowa

	REG Services Group, LLC   
	Iowa





15






 
Schedule 4.6(b) 
Chief Executive Offices 
 
	
					
	 
	 
	 
	 
	 

	Loan Party
 
	Street Address
 
	City
 
	State
 
	Zip Code 
 

	Renewable Energy Group, Inc.
	416 South Bell Avenue
	Ames
	IA
	50010

	REG Albert Lea, LLC
	416 South Bell Avenue
	Ames
	IA
	50010

	REG Geismar, LLC
	416 South Bell Avenue
	Ames
	IA
	50010

	REG Houston, LLC
	416 South Bell Avenue
	Ames
	IA
	50010

	REG Marketing & Logistics Group, LLC
	416 South Bell Avenue
	Ames
	IA
	50010

	REG New Boston, LLC
	416 South Bell Avenue
	Ames
	IA
	50010

	REG Services Group, LLC
	416 South Bell Avenue
	Ames
	IA
	50010





16






 
Schedule 4.6(c) 
Organizational Identification Numbers 
 
	
			
	 
	 
	 

	Loan Party
 
	IRS Tax 
Identification Number 
 
	Organizational 
Identification Number 
 

	Renewable Energy Group, Inc.   
	26-4785427
	4682119

	REG Albert Lea, LLC   
	20-8001274
	337795

	REG Geismar, LLC   
	26-0440558
	4380161

	REG Houston, LLC   
	20-3914060
	800571335

	REG Marketing & Logistics Group, LLC   
	20-5983996
	337448

	REG New Boston, LLC   
	80-0806941
	434708

	REG Services Group, LLC   
	20-5984041
	337447





17






 
Schedule 4.6(d) 
Commercial Tort Claims 
None. 

18






 
Schedule 4.7(b) 
Litigation 
Renewable Energy Group, Inc. (“REG”) is the plaintiff in an action pending in Texas state court. The lawsuit, Cause No. 2011-51111, is in the 190th Judicial District Court of Harris County, Texas, and names as defendants Robert Dascal, Sabine Biofuels II, LLC (“Sabine”), and Endicott Biofuels II, LLC (“Endicott”). In the action, REG asserts various claims arising from the hiring away of Robert Dascal, a former REG Sales Manager, by Sabine (a joint venture owned in part by Endicott) in violation of Dascal’s contractual obligations to REG. Specifically, REG asserts that Dascal violated the non-compete provision in his employment agreement by commencing a sales position with Sabine, and either has or intends to violate the provisions in his REG agreement regarding non-solicitation of REG’s customers and the use and disclosure of REG’s confidential information. The lawsuit also asserts that Dascal has improperly retained and misappropriated REG’s trade secret and confidential information. With respect to Sabine and Endicott, REG asserts claims for tortious interference with Dascal’s contractual obligations, as well as unfair competition and conspiracy by all defendants. There is a single counter claim asserted by Dascal for declaratory judgment seeking a ruling from the court that the non-compete restriction is unenforceable. Trial in the action is scheduled for December 19-20, 2011. Based upon the information produced to date, any liability of the parties in connection with this matter does not appear to be covered by any insurance policy. 

19






 
Schedule 4.12 
Environmental Matters 
None. 

20






 
Schedule 4.13 
Intellectual Property 
None. 

21






 
Schedule 4.15 
Deposit Accounts and Securities Accounts 
 
	
		
	 
	 

	Designated Account Bank
 
	Designated Account
 

	First National Bank of Ames
	#142158

	405 5th Street
	 

	Ames, Iowa 50010
	 

	 
	 

	Wells Fargo
	#4121462477

	420 Montgomery Street
	#4124522426

	San Francisco, California 94163
	#4121525018

	 
	 

	FC Stone
	#3447 REG Marketing & Logistics

	1251 NW Briarcliff Parkway, Suite 800
	#8810 REG Marketing & Logistics

	Kansas City, Missouri 64116
	 





22






 
Schedule 4.17 
Material Contracts 
 
	
		
	 
	 

	1.
	Services and Storage Agreement by and between Kinder Morgan Liquids Terminals, LLC and REG Marketing and Logistics Group, LLC dated August 11, 2010 and as amended on December 20, 2010.

	 
	 

	2.
	Management and Operational Services Agreement by and between REG Services Group, LLC, REG Marketing & Logistics Group, LLC, and Blackhawk Biofuels, LLC dated as of May 9, 2008 and as amended on November 25, 2009.

	 
	 

	3.
	Management and Operational Services Agreement by and between REG Services Group, LLC, REG Marketing & Logistics Group, LLC and REG Ralston, LLC dated as of September 14, 2007 and as amended on December 1, 2013.

	 
	 

	4.
	Management and Operational Services Agreement by and between REG Services Group, LLC, REG Seneca, LLC, and REG Marketing & Logistics Group, LLC dated as of December 1, 2013.

	 
	 

	5.
	Management and Operational Services Agreement by and between REG Services Group, LLC and REG Albert Lea, LLC dated as of December 1, 2013.

	 
	 

	6.
	Sales and Marketing Agreement by and between REG Services Group, LLC and REG Marketing & Logistics Group, LLC.

	 
	 

	7.
	Contract Manufacturing Agreement by and between REG Newton, LLC and REG Marketing & Logistics Group, LLC dated as of March 8, 2010 and as amended on December 1, 2013.

	 
	 

	8.
	REG Danville, LLC Toll Processing Agreement by and between REG Danville, LLC and REG Marketing & Logistics Group, LLC.

	 
	 

	9.
	Service Agreement by and between REG Services Group, LLC and REG Newton, LLC dated March 8, 2010 and as amended on December 1, 2013.

	 
	 

	10.
	Management and Operational Services Agreement by and between REG Services Group, LLC and REG Mason City, LLC dated as of December 1, 2013.

	 
	 

	11.
	REG Mason City, LLC Toll Processing Agreement by and between REG Mason City, LLC and REG Marketing & Logistics Group, LLC, dates as of September 1, 2013.

	 
	 

	12.
	Management and Operational Services Agreement by and between REG Services Group, LLC and REG New Boston, LLC dated as of December 1, 2013.

	 
	 

	13.
	Management and Operational Services Agreement by and between REG Services Group, LLC and REG Houston, LLC dated as of December 1, 2013.

	14.
	Management and Operational Services Agreement by and between REG Services Group, LLC and REG Geismar, LLC dated as of January 1, 2015.

	 
	 

	15.
	Biodiesel Purchase Agreement by and between Pilot Travel Centers LLC and REG Marketing & Logistics Group, LLC dated as of April 16, 2014.

	 
	 

	16.
	Tolling Agreement by and between REG Marketing & Logistics Group, LLC and Iowa Renewable Energy, LLC dated as of April 15, 2014.

	 
	 

	17.
	Railcar Sublease Agreement by and between Iowa Renewable Energy, LLC and REG Marketing & Logistics Group, LLC dated as of March 11, 2013 and as amended on April 15, 2014.





23






 
Schedule 4.19 
Permitted Indebtedness 
None. 

24






 
Schedule 4.28 
Locations of Inventory and Equipment1 
REG Marketing & Logistics Group, LLC—Inventory 
Plant Locations 
 
	
							
	 
	 
	 
	 
	 
	 
	 

	Street Address
 
	City
 
	State
 
	Zip Code
 
	Code
 
	Inventory
 
	Equipment 
 

	300 N. Anderson
	Danville
	IL
	61832
	706
	Yes
	No

	3426 E. 28th Street
	Newton
	IA
	50208
	711
	Yes
	No

	406 First Street
	Ralston
	IA
	51459
	701
	No
	No

	11815 Port Rd.
	Seabrook
	TX
	77586
	707
	Yes
	Yes

	614 Shipyard Road
	Seneca
	IL
	61360
	712
	No
	No

	15200 780th Ave
	Albert Lea
	MN
	56007
	710
	Yes
	Yes

	4172 19th Street SW
	Mason City
	IA
	50401
	716
	Yes
	No

	280 Texas Ave
	New Boston
	TX
	75570
	714
	Yes
	No

	36187 Hwy 30
	Geismar
	LA
	70734
	750
	Yes
	Yes

	4173 N.E. 80 Ave.
	Okeechobee
	FL
	34972
	810
	No
	No

	 

	Terminal Locations
 




 
	
						
	 
	 
	 
	 
	 
	 

	Company
 
	Street Address
 
	City
 
	State
 
	Zip Code 
 
	Code 
 

	KM-Stony Island
	12200 S. Stony Island Ave.
	Chicago
	IL
	60633
	309

	KM-Argo
	8500 West 68th St.
	Argo
	IL
	60501
	322

	LBC
	11666 Port Road
	Seabrook
	TX
	77586
	707

	Renewable Energy Group, Inc.
	2500 SE 43rd St.
	Des Moines
	IA
	50327
	310

	BP Products North America, Inc.
	16848 87th St.
	Ottumwa
	IA
	52501
	320

	Magellan
	55199 State Hwy
	Mankato
	MN
	56001
	304

	Magellan
	2451 W County Rd C
	Roseville
	MN
	55113
	305

	Magellan
	1331 Hwy 42 Southeast
	Eyota
	MN
	55934
	302

	Magellan
	2810 Main Avenue
	Clear Lake
	IA
	50428
	318

	Magellan
	2503 SE 43rd St
	Pleasant Hill
	IA
	50327
	327




		
	1  
	The rights to certain Inventory or Equipment located at specified plant locations may be held by the applicable Plant Loan Party. 



25






 
	
						
	 
	 
	 
	 
	 
	 

	Wolf Lake Terminal, Inc.
	3200 Sheffield Ave
	Hammond
	IN
	46327
	TLL203193

	Transflo—Augusta
	1765 Essie McIntyre Blvd
	Augusta
	GA
	30904
	TLL200199

	San Antonio—FOB Sun Coast Resources
	5802 E. IH-10
	San Antonio
	TX
	78219
	TLL203469

	Bio Energy - Lebanon Terminal
	3287 Hart Road
	Lebanon
	OH
	45036
	325

	Brookhaven Rail Terminal
	205 Sills Rd
	Yaphank
	NY
	11980
	TLL289199

	Morristown & Erie Railway
	67 S Jefferson Rd
	Whippany
	NJ
	7981
	TLL289202

	Westmore Petroleum
	2 Purdy Ave
	Port Chester
	NY
	10573
	329

	Hart Petroleum
	1900 Plaza Ave
	New Hyde Park
	NY
	11040
	328

	Upstate Terminals
	317 Route 104
	Ontario
	NY
	14519
	330

	IFI Terminal
	1626 S Harbor Dr
	Milwaukee
	WI
	53207
	300.FUSION

	REG Clovis
	1140 County Road 8
	Clovis
	NM
	88101
	713

	IMTT
	250 E 22nd St
	Bayonne
	NJ
	7002
	331

	Vopak
	1500 Clinton Dr
	Galena Park
	TX
	77547
	TLL362795

	Maxum Petroleum
	19501 S Santa Fe Ave
	Rancho Dominguez
	CA
	90221
	326

	Van-G Logistics
	8000 E Manning Ave
	Fowler
	CA
	93625
	TLL368497

	Van-G Logistics
	1625 East Louise
	Lathrop
	CA
	95330
	TLL414436

	Titan Terminal
	4570 Ardine Street
	South Gate
	CA
	90280
	TLL311257jon

	Seneca Terminal
	614 Shipyard Road
	Seneca
	IL
	61360
	332

	Dutch Hills Terminals
	568 Paulison Avenue
	Clifton
	NJ
	7011
	333

	Chandler Logistics
	7035 Hwy 19
	Camilla
	GA
	31730
	334

	Petroleum Wholesale L.P.
	1801 Collingsworth Street
	Houston
	TX
	77009
	335

	LBC Baton Rouge
	1725 HWY 75
	Sunshine
	LA
	70780
	336

	Stolthaven
	2444 English Turn RD
	Braithwaite
	LA
	70040
	TLL495212




Tolling Locations 
 
	
						
	 
	 
	 
	 
	 
	 

	Company
 
	Street Address
 
	City
 
	State
 
	Zip Code
 
	CODE
 

	IRE   
	1701 E 7th Street
	Washington
	IA
	52353
	804





26






 
REG Marketing & Logistics Group, LLC—Equipment 
 
	
				
	 
	 
	 
	 

	Street Address
 
	City
 
	State
 
	Zip Code
 

	416 South Bell Avenue   
	Ames
	IA
	50010

	3426 E. 28th Street   
	Newton
	IA
	50208




REG Services Group, LLC—Inventory 
None 



27