Subordination and Waiver Agreement


 Exhibit 10.10 

SUBORDINATION AND WAIVER AGREEMENT 

THIS SUBORDINATION AND WAIVER AGREEMENT (the “Agreement”), dated as of March 8, 2010, is between AGSTAR
FINANCIAL SERVICES, PCA, a United States instrumentality (the “Lender”), REG NEWTON, LLC, an Iowa limited liability company (the “Borrower”), REG MARKETING & LOGISTICS GROUP, LLC, an Iowa
limited liability company (“REG Marketing”), REG SERVICES GROUP, LLC, an Iowa limited liability company (“REG Services”). 

RECITALS 
 A. The Lender
and the Borrower have entered into that certain Master Loan Agreement and related supplements, notes and loan documents of even date with this Agreement (together the “Loan Documents”) whereby the Lender has agreed to make available
to the Borrower certain credit facilities (the “REG Newton Loan”). 
 B. The Borrower entered into that certain Service
Agreement dated of even date with this Agreement (the “Service Agreement”) with REG Services whereby REG Services has agreed to provide certain services to the Borrower regarding the operation of the Borrower’s biodiesel
production facility. 
 C. The Borrower entered into that certain Contract Manufacturing Agreement dated of even date with this Agreement (the
“CMA”) with REG Marketing whereby REG Marketing has agreed to provide certain services to the Borrower regarding the operation of the Borrower’s biodiesel production facility. 

D. The Lender requires that the Borrower, REG Marketing and REG Services enter into this Agreement as a condition to making the REG Newton Loan.

 AGREEMENT 

In consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Lender, the Borrower, REG Marketing and REG Services hereby agree as follows. 
 1. Notwithstanding anything to the contrary in the Service
Agreement or the CMA (together the “REG Agreements”): 
 a. upon the filing by the Borrower for protection
under Chapter 7 of the United States Bankruptcy Code, the Borrower’s delivery to the Lender of a deed in lieu of foreclosure or the Lender’s completion of foreclosure proceedings to acquire title to the Borrower’s personal or real
property (the “Property”), the REG Agreements shall, at the option of the Lender, be terminated; 






 b. except to the extent that any obligations under the REG Agreements are specifically
assumed by the Lender in writing, REG Marketing and REG Services hereby waive all claims against the Lender, it employees, agents, officers and directors and its successors and assigns arising out of or related to the REG Agreements, other than such
claims that are based on the gross negligence or willful misconduct of the Lender. 
 c. to the extent, if any, REG Marketing
and REG Services acquire any interest in the Property as a result of entering into the REG Agreements, REG Marketing and REG Services agree that their interest shall be subordinate to the rights and interest of Lender in the Property and subject to
the indefeasible payment of in full of the Borrower’s obligations under the Loan Documents; provided, however, that nothing in this Agreement in intended to limit or in any way impact (i) REG Marketing’s right to Feedstocks and
Biodiesel (as such terms are defined in the CMA), which, pursuant to the terms and conditions of the CMA, are titled in the name of REG Marketing, or (ii) any such other personal property that may be owned by REG Marketing or REG Services but
located at the Borrower’s facility. 
 2. Miscellaneous. 

a. Recitals Incorporated. The Recitals set forth at the beginning of this Agreement are deemed incorporated herein, and the
parties hereto represent they are true and correct. 
 b. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota. 
 c. Severability. If any provision of this Agreement
shall be invalid, illegal or otherwise unenforceable, such provision shall be severable from the remainder of such agreement, instrument, or document and the validity, legality and enforceability of the remaining provisions shall not be adversely
affected or impaired thereby and shall remain in full force and effect. 
 [Signature page immediately follows] 






 [SIGNATURE PAGE TO THAT CERTAIN 

SUBORDINATION AND WAIVER AGREEMENT 

dated as of March 8, 2010] 

IN WITNESS WHEREOF, the undersigned has signed and delivered this Agreement to the Lender as of the 8th day of March, 2010. 

 

									
	BORROWER:	 		 	LENDER:
	 REG NEWTON, LLC,

an Iowa limited liability company
	 		 	 AGSTAR FINANCIAL SERVICES,

PCA, a United States banking
 Corporation


	By	 	 /s/ Daniel J. Oh
	 		 	By	 	 /s/ Mark Schmidt

	Its	 	 President
	 		 	Its	 	 Vice President

			
	 MARKETER:
  

REG MARKETING &
 LOGISTICS
GROUP, LLC,
 an Iowa limited liability company
	 		 	 REG SERVICES:
  

REG SERVICES GROUP, LLC
 an Iowa limited
liability company

					
	By	 	 /s/ Daniel J. Oh
	 		 	By	 	 /s/ Daniel J. Oh

	Its	 	 President
	 		 	Its	 	 President