exv10w15



 





Exhibit 10.15




FIRST AMENDMENT TO

MANAGEMENT AND OPERATIONAL SERVICES AGREEMENT




          This First Amendment to Management and Operational Services Agreement (the “First Amendment”)
is made and entered into as of the 22 day of November, 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 Western Iowa Energy, LLC, a limited
liability company organized and existing under the laws of the state of Iowa, with offices at Wall
Lake, Iowa (“Western Iowa Energy”).



          WHEREAS, West Central Cooperative and Western Iowa Energy entered into that certain Management
and Operational Services Agreement dated as of May 9, 2005 (the “Agreement”), with respect to the
management and operation of a biodiesel production facility being built for Western Iowa Energy in
Wall Lake, Iowa (West Central Cooperative’s interests in the Agreement being assigned September 21,
2006, to REG, Inc.); and



          WHEREAS, the parties have agreed to amend the Agreement as provided in this First Amendment.



          NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable
consideration, receipt of which is acknowledged, the parties agree as follows:




	1.	 	Amendment. Subsection 2.E., “Sales and Marketing” of the Agreement is amended as
follows:






	 	A.	 	The following paragraph shall be inserted after the third paragraph in
subsection 2.E.:






In order to maximize production from and profit potential for the Biodiesel
Facility, REG, Inc. or its affiliate (herein “Buyer”) will offer to purchase
Product from Western Iowa Energy which Buyer would place in off-site distribution
terminals (herein “Deferred Pricing Sales”). Title to the Product would pass to
Buyer when loaded at the Biodieseel Facility (“F.O.B. Biodiesel Facility”). Under
Deferred Pricing Sales, the price for sale of such Product by Western Iowa Energy
to Buyer would not be at the normal Product Prices established above, but rather be
a price equal to the amount received by Buyer for sale of the Product at the
off-site distribution terminal, lesss all transportation costs for the Producct to
the off-site distribution terminal, in and out charges, such Product’s prorated
share of handling and storage costs, cost of insurance on the Product, taxes
collected at time of sale at the off-site distribution terminal for remittance to
governmental authorities (if any), and other related expense (the net received
herein “Deferred Price”). Western Iowa Energy would be required to authorize
Deferred Pricing of Sales of Product in advance.



 









 







Deferred Pricing Sales would be subject to available space in off-site distribution
terminals under Buyer’s control. In the event any Product is place in an off-site
distribution terminal which also contains biodiesel owned by other parties, sales
of biodiesel, including the Product; and such Product shall be accounted for by
Buyer on a first-in, first-out basis through such distribution terminal. The
Deferred Price would be payable to Western Iowa Energy in the same method and
within the same period of time as set out for other sales by REG, Inc. herein. In
the event any account receivable for Deferred Pricing Sales proves uncollectible by
Buyer, Western Iowa Energy and Buyer agree to share equally such losses (including
any costs of collection).




	 	B.	 	The second to last paragraph of subsection 2.E. is deleted and the following
paragraph is substituted in its place:






Western Iowa Energy shall provide the names of persons authorized to establish
Product Prices, approve special prices, approve the arrangement of any Deferred
Pricing Sales, and agree to the handling of off-grade Product in Western Iowa
Energy’s behalf, further agreeing to notify REG, Inc. of any changes in such
designees.




	2.	 	Other Terms Unchanged. Except as expressly modified by this First Amendment, all
terms and provisions of the Agreement shall remain in full force and effect.
	 
	3.	 	Miscellaneous. Capitalized terms not defined in the text of this First Amendment shall
have the same meaning ascribed to them in the Agreement. This First Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument, and may be executed and delivered by facsimile signature, which shall
be considered an original.






          IN WITNESS WHEREOF, REG, Inc. and Western Iowa Energy have executed this First Amendment as of
the date first shown above.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RENEWABLE ENERGY GROUP, INC.	 	WESTERN IOWA ENERGY, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Nile D. Ramsbottom
	 	 	 	By:	 	/s/ William J. Horan
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:

Its:
	 	Nile D. Ramsbottom

President
	 	 	 	 	 	Name:

Its:
	 	William J. Horan

Chairman