Exhibit 10.19.1


 


Confidential Treatment Requested.
Confidential portions of this document have been redacted 

and have been separately filed with the Commission.


 


Oil Feedstock Supply Agreement


 


This Oil Feedstock Supply Agreement (this “Agreement”) is made
and entered into as of June 8, 2007 by and between REG Destrehan, LLC, an
Iowa 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”).


 


Producer intends to construct and own a biodiesel plant (the “Facility”),
which will be located near Bunge’s existing oil processing facility in
Destrehan, Louisiana. Producer desires to buy, and Bunge desires to sell, all
crude degummed soybean oil (“Oil”) feedstock required for biodiesel
production at the Facility. The Parties desire to purchase and sell Oil in
accordance with the fees, payment, delivery, and other terms set forth in this
Agreement.


 


Therefore, the Parties agree:


 


1.             Exclusive
Supplier. To the extent contemplated by this Agreement, Bunge will have the
exclusive right to provide all Oil that Producer requires for biodiesel  production at the Facility during the Term (as defined in Section 5.1
hereof), including the Facility as initially constructed and any modifications
or expansions thereof.


 


1.1           Provision
of Standard Monthly Amounts. Each month during the Term (as defined in Section 5.1
hereof), Bunge has the exclusive right to provide, and Producer the right to
purchase from Bunge, all Oil that Producer requires for biodiesel  production at the Facility up to the Standard Monthly
Amount (as defined in Section 1.3). It is the expectation of the
Parties that the Oil to be supplied to Producer under this Agreement will be
originally processed at Bunge’s oil processing facility in Destrehan,
Louisiana, except to the extent production at Bunge’s Destrehan facility is
insufficient to meet Producer’s needs.


 


1.2           Overage
Amounts. If Producer requires any Oil for biodiesel  production
at the Facility in excess of the Standard Monthly Amount for a given month, the
following procedures will apply:


 


(a)           Producer must notify Bunge (an “Overage
Request”) on a business day of the quantity of Oil in excess of the
Standard Monthly Amount that Producer wishes to procure for the given month.


 


(b)           Within 24 hours after receiving an Overage
Request, Bunge will notify Producer how much Oil (the “Proposed Quantity”)
Bunge is willing to supply to Producer in response to such Overage Request.


 


(c)           Bunge will have the exclusive right to
provide, and Producer will have the right to purchase from Bunge, the Proposed
Quantity at a mutually agreed-upon Total Price (as defined in Section 4.1).
If the Parties cannot mutually agree upon a Total Price for purposes of this Section
1.2, then Producer may obtain the Proposed Quantity of Oil from any third
party at any price that it negotiates; provided that such third-party
price


 


1

















 


may not be equal to or higher than the last
price offered by Bunge during the Parties’ negotiations.


 


(d)           To the extent that the quantity specified by
Producer in a specific Overage Request exceeds the applicable Proposed
Quantity, then Producer may obtain a quantity of Oil equal to such excess
amount from any third party at any price that it negotiates.


 


1.3           Standard
Monthly Amounts; Modification. From the Effective Date (as defined at Section
5.1 of this Agreement) through September 30, 2011, the “Standard Monthly
Amount” will be:


 


(a)           *** million pounds of Oil in January,
February, March, April, May, September, October, November, and December; and


 


(b)           *** million pounds of Oil in June,
July, and August.


 


Thereafter, the Parties will negotiate whether to make reasonable
modifications to the Standard Monthly Amounts.


 


1.4           Alternate
Feedstock. If Producer elects to utilize a feedstock other than Oil,
Producer will provide Bunge with a fair opportunity to participate in procuring
such alternate feedstock for Producer.


 


2.             Order
and Delivery.


 


2.1           Forecasts.
Twice in each 12-month period for the next six-month period during the Term,
beginning on the Effective Date (each a “Period”), Producer will deliver
to Bunge its best estimates (in the form attached hereto as Exhibit A,
each a “Forecast”) of anticipated Oil requirements at the Facility.
Producer will deliver a Forecast for a particular Period no later than three
months prior to the beginning of such Period. The Parties acknowledge that the
purpose of the Forecast is to provide notice to Bunge of anticipated Oil
requirements and Bunge’s actual obligation to deliver Oil to the Facility shall
be governed by the other sections of this Article 2.


 


2.2           Specific
Orders. Prior to or during each Period covered by a Forecast, Producer will
deliver to Bunge specific orders in the form attached hereto as Exhibit B
(each, a “Specific Order”), which will contain Producer’s confirmation
to Bunge of its need for specific quantities of Oil per month as the result of
sales of biodiesel by Producer at the Facility. Bunge will review all Specific
Orders and the Parties will mutually agree upon a Total Price (as defined in Section 4.1)
applicable to Oil sold under a Specific Order. Subject to the other provisions
of this Agreement (including Sections 2.7 and 3.1), Bunge will deliver
to Producer the quantity of Oil required by Specific Orders in accordance with
this Article 2.


 


2.3           Amounts.


 


(a)           Monthly Estimates. At least 30 days
before the beginning of each month during the Term, Producer will deliver to
Bunge a written estimate (each a “Monthly 


 


2

















 


Estimate”) of its
anticipated Oil requirements at the Facility for such month, which estimate
will include (i) amounts under all then-existing Specific Orders and
(ii) any additional amounts requested by Producer for such month. Bunge
will review all timely delivered Monthly Estimates and the Parties will
mutually agree upon a Total Price (as defined in Section 4.1)
applicable to any Oil contemplated by a Monthly Estimate which is not covered
by a Specific Order, which Total Price may be agreed at any time subsequent to
the delivery of the Monthly Estimate and prior to the first day of the month
for which delivery of Oil is requested. In addition, Producer will give Bunge
reasonable advance notice of any circumstances that would reasonably be
expected to materially affect Oil requirements at the Facility. Subject to the
other provisions of this Agreement (including Section 3.1), to the
extent that Bunge has agreed upon a Monthly Estimate, Bunge will deliver to
Producer the quantity of Oil required by such Monthly Estimate. Notwithstanding
anything to the contrary in this Agreement, Bunge will have no obligation to
supply Producer with any Oil in a given month in excess of 5% of the quantity stated
in the applicable Monthly Estimate.


 


(b)           Production Schedules. If Producer has
timely delivered a Monthly Estimate to Bunge, then Bunge will provide a
quantity of Oil sufficient to permit Producer to maintain its actual production
schedule for the month as described in the Monthly Estimate, subject to Sections 2.3(a)
and 3.1(a) hereof. On Thursday of each week, Producer will provide Bunge
notice of Producer’s best estimate of its production schedule for the following
production week (Monday through Sunday).


 


2.4           Delivery.


 


(a)           Delivery and Receiving.


 


(i)            Bunge will deliver Oil sold under this
Agreement to the Facility (or to any intermediate facility controlled by IMTT
that handles delivered Oil) via the existing pipeline (the “Pipeline”)
that runs from Bunge’s existing oil processing facilities in Destrehan to IMTT’s
facility; provided that Bunge may deliver Oil to the Facility via truck,
rail or barge if (A) the Pipeline is not operating or (B) the
production of Oil from Bunge’s oil processing facilities in Destrehan is
insufficient to meet Producer’s needs and Producer agrees to purchase Oil from
Bunge from a source other than Bunge’s Destrehan oil processing facility,
subject to Section 1.2. Producer will ensure that the Facility (including
any intermediate facility controlled by IMTT that handles delivered Oil) has
the capability to receive and unload Oil delivered via the Pipeline, truck,
rail, and/or barge. All labor and equipment necessary to receive Oil will be
supplied by Producer (whether through IMTT or as Producer otherwise arranges)
without charge to Bunge. Producer will direct the receiving of all Oil
purchased hereunder in a good and workmanlike manner in accordance with Bunge’s
reasonable requirements and normal industry practice. Producer will maintain
(at its own expense) its receiving facilities in accordance with applicable
laws and regulations and in safe operating condition in accordance with normal
industry standards.


 


3

















 


(ii)           Bunge will direct the delivery of all Oil
purchased hereunder in a good and workmanlike manner in accordance with
Producer’s reasonable requirements and normal industry practice. All labor and
equipment necessary to deliver Oil will be supplied by Bunge without charge to
Producer.


 


(iii)          Bunge will maintain (at its own expense) all
portions of the Pipeline up to the point of initial delivery of any Oil to a
Storage Tank (as defined in Section 3.5) in accordance with applicable
laws and regulations and in safe operating condition in accordance with normal
industry standards. If Bunge is required to deliver Oil via rail, truck or
barge to the Facility because the Pipeline up to the point of initial delivery
is not operating, the costs to provide such alternate delivery shall be borne
by Bunge.


 


(iv)          Notwithstanding anything to the contrary
herein, Producer will be solely responsible for the payment of any inbound
tariff assessed upon Oil delivery by IMTT.


 


(b)           Flow Meter; Records. With regard to
Oil delivered to the Facility via the Pipeline, Producer will determine the
volume of Oil delivered by Bunge using a flow meter attached to the Pipeline.
Producer will maintain (at its own expense) the accuracy of the flow meter and
ensure that it is inspected and certified as required by applicable law. Bunge
may, at its sole expense, test the accuracy of the flow meter. Producer will
maintain all flow meter records of Oil deliveries for at least one year after
their creation and provide copies of such records to Bunge upon request. Such
inbound flow meter records will determine the volume of Oil delivered via the
Pipeline for which Producer is obligated to pay pursuant to Article 4.
Producer will report to Bunge the volume of any Oil delivery via the Pipeline
to the Facility at least once per day, or at such times as reasonably requested
by Bunge.


 


(c)           Origin Weights. With regard to Oil
delivered to the Facility via rail, truck or barge, the volume of Oil delivered
will be set in accordance with weights determined at the point of origin of
such Oil.


 


(d)           Standards. All Oil delivered to the
Facility will meet the “Quality Standards” set forth in Exhibit C.
For Oil delivered via the Pipeline, Bunge will provide a daily Certificate of
Analysis at a regular time for each day’s deliveries. For Oil delivered via
rail, truck or barge, Bunge will provide a Certificate of Analysis for each
shipment. If Bunge delivers Oil which does not meet the Quality Standards,
Producer may reject such Oil in accordance with Exhibit C and this
Agreement.


 


(e)           Testing. If Producer knows or
reasonably suspects that any Oil delivered by Bunge to the Facility does not
meet the Quality Standards (or permissible deviations therefrom), then Producer
may obtain, at Producer’s sole cost and expense, independent laboratory tests
of the affected Oil at a mutually agreed upon laboratory. Producer shall
immediately notify Bunge of the testing of any Oil within 24 hours of its
delivery to the Facility and Producer shall promptly complete such testing.
Bunge shall have the right,


 


4

















 


upon reasonable advance notice and at Bunge’s sole cost and expense, to
test Oil for which title has passed to Producer pursuant to Section 2.5.


 


2.5           Title.
Title, risk of loss, and responsibility for the quality of Oil will pass to
Producer when (a) such Oil conveyed via the Pipeline is initially
delivered to a Storage Tank, or (b) such Oil conveyed via rail, truck or
barge is received by Producer. If any Oil supplied under this Agreement fails to
comply with the terms of this Agreement as a result of causes or conditions
proven to have existed prior to the time when title passed to Producer, then
Producer’s exclusive remedy and recourse will be to reject such non-compliant
Oil (and provide Bunge with written notice of such rejection) within 48 hours
after the time of delivery (or have notified Bunge of the testing of such Oil
under Section 2.4(d) and promptly complete such testing), in which case
Bunge will replace such non-compliant Oil with a like amount of compliant Oil.
In addition, Bunge shall only be obligated to replace such non-compliant Oil to
the extent that Producer has not processed and has kept such non-compliant Oil
segregated from other Oil at the Facility. Producer will make such non-compliant
Oil available to Bunge for Bunge to remove from the Facility at Bunge’s cost.
Bunge will not be responsible for any failure of Oil to comply with the terms
of this Agreement which results from causes or conditions arising after the
time title passes to Producer. Any failure by Producer to provide written
notice of rejection as set forth in this Section 2.4 will be deemed
an absolute and unconditional waiver of its rejection right and any claims
relating to such Oil. At Bunge’s request, Producer will promptly deliver to
Bunge a representative sample of any rejected Oil.


 


2.6           Producer
Use of Oil. Producer can use the Oil that it purchases under this Agreement
for any of its internal business purposes in connection with biodiesel at any
location that it controls, or is owned or controlled by Producer’s parent
company Renewable Energy Group, Inc. (“REG”), other than any such location
within 100 miles of the biodiesel facility operated by Biofuels Company of
America, LLC in Danville, Illinois. For the sake of clarification,
(a) Producer’s internal business purposes do not include the sale of Oil
to any person or entity other than to facilities owned or managed by Producer
or REG, and (b) Producer or REG are solely responsible for the cost of
transporting any Oil from the Facility to any other location controlled by
Producer or REG.


 


2.7           Limits
on Bunge Obligation to Flat Price Oil. Notwithstanding anything to the
contrary in this Agreement, Bunge will have no obligation to price any Oil
under a proposed Specific Order at any time prior to six months before the
anticipated Effective Date. Further, to the extent that any Oil proposed to be
priced under any Specific Order would cause the aggregate quantity of Oil that
has been priced under all then-existing Specific Orders to exceed the Credit
Limit (as defined below), then Bunge will have no obligation to price such
excess amount Oil at any time more than five days before the first day of the
month in which such excess Oil is proposed to be delivered. The “Credit
Limit” will be a quantity of Oil to be set from time-to-time by Bunge; provided
that Producer will be entitled at any time to require Bunge to identify the
then-applicable Credit Limit. Notwithstanding any other provision in this Section 2.7,
Bunge may agree to flat price in excess of the Credit Limit if it is satisfied
(in its sole discretion) with credit enhancements or other protections proposed
by Producer.


 


3.             Other
Delivery Provisions.


 


5

















 


3.1           Maximum
Delivery Amounts.


 


(a)           Except as otherwise agreed in accordance
with this Agreement, Bunge will have no obligation to supply Producer with any
quantity of Oil in excess of (i) during any given month of a Crop Year,
the then-applicable Standard Monthly Amount (the “Maximum Monthly Amount”),
or (ii) during any given Crop Year, the product of (A) the
then-applicable Standard Monthly Amount, times
(B) 12 (the “Maximum Aggregate Amount”).


 


(b)           Bunge and Producer will set the trend
soybean crop yield in accordance with the national United States average for a
Crop Year during the Term, where a “Crop Year” is a one-year period
beginning October 1 and ending September 30 the following year. The Parties
will set such trend yields for a Crop Year before the June 1 preceding such
Crop Year based on crop trend yields published by the U.S. Department of
Agriculture (“USDA”).


 


(c)           If the actual soybean crop yield set forth
in a USDA production report issued during August through December of a Crop
Year (“Actual Monthly Yield”) is not greater than 90% of the trend yield
set by the Parties for such Crop Year, then the Maximum Monthly Amount for the
following month shall be reduced by 15%. However, if a subsequent USDA
production report issued during August through December of such Crop Year shows
that the Actual Monthly Yield for a given month has increased to an amount
which is greater than 90% of the trend yield set by the Parties for such month,
then the Maximum Monthly Amount for the following month shall be restored to
the original Maximum Monthly Amount before the 15% reduction. If the January
USDA production report published during a Crop Year shows that the Actual
Monthly Yield for such month is not greater than 90% of the trend yield set by
the Parties for such month, then the Maximum Aggregate Amount for the Crop Year
shall be reduced by 15% and the Maximum Monthly Amount for any remaining months
during such Crop Year shall be reduced by 15%.


 


3.2           Unpurchased
Amounts.


 


(a)           Notwithstanding anything to the contrary in
this Agreement but subject to Section 2.6, during each of the first
six months of the Term beginning on the Effective Date, Producer will accept
delivery of, and pay Bunge for, at least *** million pounds of Oil (for any
month other than June, July or August) or *** million pounds of Oil (for any
June, July or August), and during all subsequent months during the Term,
Producer will accept delivery of, and pay Bunge for, at least *** million
pounds of Oil (for any month other than June, July or August) or *** million
pounds of Oil (for any June, July or August). Producer will pay Carrying Fees
and Storage Interest on a monthly basis to Bunge on any Unpurchased Amounts (as
defined below) until such Unpurchased Amounts are reduced to zero in accordance
with Sections 3.2(b) and 3.3.


 


6

















 


(i)            For any month during the Term, an “Unpurchased
Amount” will be equal to the number of pounds by which the amount of Oil
which Producer is obligated to purchase pursuant to Section 3.2(a)
exceeded the amount of Oil that Purchaser actually purchased during such month.


 


(ii)           For a given month, the “Carrying Fee”
will be equal to the product of: (A) the CBOT storage fees per pound for
that month, multiplied by (B) the aggregate of Producer’s
Unpurchased Amounts.


 


(iii)          For a given month, the “Storage Interest”
will be equal to one month’s interest at an annual rate equal to the prime rate
(as reported on the last business day of the previous month by the Wall Street
Journal) on the product of: (A) the closing CBOT futures price for the
nearby Oil contract on the last day of the month just prior to the given month plus the applicable Provision Fee, multiplied
by (B) the aggregate of Producer’s Unpurchased Amounts.


 


(b)           If the number of pounds of Oil purchased by
Purchaser during a month exceeds the amount of Oil which Producer is obligated
to purchase pursuant to Section 3.2(a) for such month, then the
oldest Unpurchased Amounts for which Producer is paying Carrying Fees and
Storage Interest will be reduced by such excess number of pounds.


 


3.3           Settlement
Sales of Unpurchased Amounts.


 


(a)           Unless earlier reduced to zero pursuant to Section 3.2(b),
Bunge may conduct a Settlement Sale of each Unpurchased Amount upon the
12-month anniversary of the first day of the month for which such Unpurchased
Amount was generated (e.g., Bunge may conduct a Settlement Sale on May 1,
2010 of any Unpurchased Amount generated during the month beginning May 1,
2009). Following the completion of such Settlement Sale, and the payment by the
applicable party of any obligations generated thereby (as set forth in this
Section 3.3), the Unpurchased Amount sold in such Settlement Sale will be
reduced to zero for purposes of Section 3.2.


 


(b)           Producer may request by written notice to
Bunge at least 10 days in advance, that Bunge conduct a Settlement Sale of all
or any portion of its then-outstanding Unpurchased Amounts.


 


(c)           Notwithstanding anything to the contrary
herein, if at any time the aggregate of all Unpurchased Amounts exceeds 10
million pounds of Oil, then Bunge may conduct a Settlement Sale of all
Unpurchased Amounts of Oil in excess of such 10 million-pound limit.


 


(d)           Bunge may conduct a “Settlement Sale”
by attempting to sell an amount of Oil equal to the applicable Unpurchased
Amounts of Oil contemplated by this Section 3.3 on the open market.
If the price that Bunge receives for any resulting sale of Oil is:


 


7

















 


(i)            lower than the price that Producer had agreed
to pay for the applicable Unpurchased Amount(s), then Producer will pay to
Bunge an amount equal to: the product of: (A) the difference between the
two prices, multiplied by (B) the quantity of
Oil so sold by Bunge; or


 


(ii)           higher than the price that Producer had
agreed to pay for the applicable Unpurchased Amount(s), then Bunge will pay to
Producer an amount equal to: the product of (A) the difference between the two
prices, multiplied by (B) the quantity of Oil so
sold by Bunge.


 


(iii)          If the Parties had not yet agreed on the
price for the applicable Unpurchased Amount(s), then Producer will pay to Bunge
an amount equal to the product of (A) the total number of pounds of Oil in
the applicable Unpurchased Amount(s), times
(b) $***.


 


(e)           Producer shall pay Carrying Fees and Storage
Interest on any Unpurchased Amounts for any time period prior to the shipment
of any amount of Oil sold pursuant to a Settlement Sale.


 


3.4           Scheduled
Facility Shutdown. The Facility and Bunge’s Oil processing facility are each
subject to periodic shut-down periods for the purpose of performing
maintenance. The Parties agree to provide reasonable notice to the other Party
of any scheduled shut-down periods and to reasonably cooperate in coordinating
a mutually agreeable shut-down period for both facilities.


 


3.5           Storage
Tanks. For purposes of this Agreement, “Storage Tanks” shall refer
to storage tanks SR-81 and SR-84 described in that certain agreement between
Bunge, Producer, and International Matex Tank Terminals, dated as of  June 8, 2007.


 


4.             Price
and Payment.


 


4.1           Price.
For all Oil delivered to the Facility, Producer will pay Bunge a price per
pound (the “Total Price”) equal to the total of: (a) the CBOT
futures price set by the Parties (including in the applicable Specific Order or
Monthly Estimate for such Oil), plus
(b) the Provision Fee agreed pursuant to Schedule 4.1 for such Oil.
Notwithstanding anything to the contrary in this Agreement, unless otherwise
agreed by Bunge, all CBOT futures pricing will be executed prior to the first
notice day of the applicable futures month.


 


4.2           Transaction
Fees. For every 12-month period during the Term commencing on the Effective
Date, Producer will pay Bunge a “Transaction Fee” equal to the product
of (a) the total number of pounds of Oil delivered to the Facility during
the applicable 12-month period, times
(b) $***; provided that if Bunge delivers less than
*** million pounds of Oil to Producer within the applicable 12-month
period due to Producer’s (i) breach of this Agreement or (ii) failure
to order or accept a total of *** million pounds of Oil that complies with
the Quality Standards, then the Transaction Fee for such 12-month period will
be $***.


 


8

















 


4.3           Payments.


 


(a)           Bunge will deliver an invoice to Producer
every Tuesday by 12:00 p.m. Central Time during the Term (or the next business
day if a Tuesday falls on a national holiday) that bills Producer for the price
determined pursuant to Section 4.1 for all Oil delivered to the
Facility during the seven-day period ending at 11:59 p.m. on the Friday four
days before the applicable Tuesday. Producer will pay each such invoice by
12:00 p.m. Central Time on the day after Bunge delivers such invoice.


 


(b)           Within 10 days after the end of any month
with regard to which Producer is obligated to pay Carrying Fees and/or Storage
Interest, Producer will pay to Bunge all such Carrying Fees and/or Storage
Interest.


 


(c)           Within 10 days after the end of each
12-month period contemplated by Section 4.2, Producer will pay to
Bunge the Transaction Fee applicable to such period.


 


(d)           Interest will accrue on amounts past due at
a rate per annum equal to the lesser of
(a) the prime rate (as reported on the last business day of the previous
month by the Wall Street Journal) plus 2%, and
(b) the highest rate permitted by law. All amounts due to Bunge under this
Agreement will be paid by wire transfer without setoff, counterclaim or
deduction.


 


4.4           Tax.
For purposes of personal property taxation and/or assessment or other similar
taxation, if any, any tax assessed on Oil received, handled, delivered, stored
or loaded by Bunge for the account and benefit of Producer will be the
responsibility of Producer, and at no time will Bunge be responsible for the payment
of any such tax.


 


5.             Term
and Termination.


 


5.1           Term.
The “Term” of this Agreement will begin upon execution of this Agreement
by both Parties and, unless earlier terminated in accordance with the terms
hereof, will expire upon the sixth  anniversary of
the Effective Date; provided that this Agreement shall thereafter
automatically renew for successive terms of two years each unless either Party
provides written notice to the other Party of its intention not to allow
renewal of the Agreement delivered no later than 12 months prior to expiration
of the initial or subsequent terms. The “Effective Date” will be the
date that the Facility first needs Oil for operations; provided that
Producer will notify Bunge at least ten days in advance of when Oil is first so
needed; and further provided that Bunge will provide reasonable
quantities of Oil under this Agreement in advance of the Effective Date as
reasonably requested by Producer to facilitate its start-up testing.


 


5.2           Termination
Rights.


 


(a)           Either
Party may terminate this Agreement immediately upon notice to the other Party
if such other Party has (i) materially breached any representation,
warranty, or 


 


9

















 


obligation under this Agreement, and (ii) failed to remedy such
breach within 30 days after the terminating Party has given notice of such
breach, or if such breach cannot reasonably be cured within such 30-day period,
such other Party has failed to commence and diligently pursue remedy of the
breach and failed to remedy such breach not later than 120 days after the
terminating Party has given notice of such breach.


 


(b)           Bunge may terminate this Agreement
(i) immediately upon notice to Producer if Producer fails to pay any
amount due under this Agreement within ten (10) days after Bunge gives Producer
written notice of such nonpayment; and/or (ii) immediately upon notice to
Producer if the Effective Date has not occurred on or before ***.


 


(c)           Either Party may terminate this Agreement
immediately upon notice to the other Party if (i) such other Party files a
petition for adjudication as a bankrupt, for reorganization or for an
arrangement under any bankruptcy or insolvency law, (ii) an involuntary
petition under such law is filed against such other Party and is not dismissed,
vacated or stayed within 60 days thereafter, (iii) such other Party makes
an assignment of all or substantially all of its assets for the benefit of
creditors.


 


(d)           Bunge may terminate this Agreement
immediately upon notice to Producer if there is a Change in Control of
Producer. A “Change of Control” occurs upon any of: (i) a sale of all or
substantially all of the assets of Producer; (ii) a merger or
consolidation involving Producer, excluding a merger or consolidation after
which 50% or more of the outstanding voting equity interests of Producer
continue to be held by the same holders that held 50% of more of the
outstanding voting equity interests of Producer immediately before such merger
or consolidation; or (iii) any issuance and/or acquisition of voting
equity interests of Producer that results in a person or entity holding 50% or
more of the outstanding voting equity interests of Producer, excluding any
underwriter in any firmly underwritten offering and excluding any persons or entities
that collectively held 50% of more of the outstanding voting equity interests
of Producer immediately before such issuance or acquisition.


 


(e)           Either Party may terminate this Agreement in
accordance with Section 9.3 hereof.


 


(f)            Bunge may terminate this Agreement
immediately upon the dissolution of Producer.


 


(g)           Bunge may terminate this Agreement
immediately upon written notice to Producer if Producer has not
(a) entered into an agreement to purchase or lease land to hold the
Facility on or before ***, and (b) closed on such purchase or lease on or
before ***.


 


5.3           Survival.
The provisions of this Agreement which expressly or by their nature survive
expiration or termination of this Agreement, including, but not limited to, Sections
4.3, 5.3, 7, 8, 9, 13 and 14, will remain in effect after the expiration or
termination of this Agreement.


 


10

















 


6.             Disclaimer
of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND THE
AGREEMENT, BUNGE MAKES NO STATUTORY, WRITTEN, ORAL, EXPRESSED OR IMPLIED
WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND CONCERNING THE OIL SOLD
UNDER THIS AGREEMENT, OR ITS QUALITY, SOURCE, OR CHARACTERISTICS, INCLUDING
WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE. NOTWITHSTANDING, BUNGE WARRANTS THAT AT THE TIME TITLE TO
OIL PASSES TO PRODUCER:


 


(a)           BUNGE WILL HAVE DEFENSIBLE TITLE TO SUCH
OIL; AND


 


(b)           BUNGE WILL HAVE THE RIGHT TO SELL SUCH OIL
FREE OF LIENS, ENCUMBERANCES AND ADVERSE CLAIMS OF ANY KIND.


 


7.             Limitation
of Liability. In no event will either Party (or any of its officers,
directors, employees, agents or Affiliates) be liable to the other Party for
any special, incidental or consequential damages arising out of or related to
this Agreement (including, but not limited to, damages for lost profits or
income). For purposes of this Agreement: (a) the term “Affiliate” means
a Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the party
specified, with “control”
or  “controlled” meaning the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities or voting interests,
by contract or otherwise; and
(b) the term “Person” shall mean any individual, general
partnership, limited partnership, limited liability company, joint venture,
trust, business trust, cooperative, association or other entity of whatever
nature.


 


8.             Remedies.


 


8.1           Bunge’s
Remedies.


 


(a)           Bunge may suspend its performance under this
Agreement until Producer has paid all amounts due under this Agreement if
Producer fails to pay any amount within 10 days after the date when such amount
is due under this Agreement.


 


(b)           Bunge may specifically enforce Producer’s
obligation to purchase from Bunge all of the Oil needed to operate the Facility
as provided in this Agreement.


 


(c)           No right, power or remedy conferred by this
Agreement will be exclusive of any other right, power or remedy now or
hereafter available to Bunge at law, in equity, by statute or otherwise.


 


8.2           Producer’s
Remedies. If Bunge does not deliver to Producer the quantities of Oil
required of Bunge under this Agreement, Producer may obtain substitute
quantities of Oil from other sources. PRODUCER’S EXCLUSIVE REMEDY, WHETHER IN
TORT, CONTRACT, OR OTHERWISE WITH RESPECT TO THE FAILURE BY BUNGE TO DELIVER
OIL IN


 


11

















 


THE QUANTITIES REQUIRED BY THIS AGREEMENT WILL BE FOR BUNGE TO
REIMBURSE PRODUCER FOR ITS REASONABLE COSTS TO COVER BY OBTAINING SUBSTITUTE
QUANTITIES OF OIL. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8.2, BUNGE WILL
NOT BE LIABLE FOR ANY DAMAGES OR COSTS ASSOCIATED WITH THE FAILURE OF PRODUCER
TO OBTAIN SUCH REPLACEMENT OIL.


 


9.             Force
Majeure.


 


9.1           Definition
of Force Majeure Event. Each Party is excused from performing its
obligations under this Agreement to the extent that such performance is
prevented by an act or event (a “Force Majeure Event”) whether or not
foreseen, that: (i) is beyond the reasonable control of, and is not due to
the fault or negligence of, such Party, and (ii) could not have been
avoided by such Party’s exercise of due diligence, including, but not limited
to, a labor controversy, strike, lockout, boycott, transportation stoppage,
action of a court or public authority, fire, flood, earthquake, storm, war,
civil strife, terrorist action, epidemic, or act of God; provided that a
Force Majeure Event will not include economic hardship, changes in market
conditions, or insufficiency of funds. Notwithstanding the foregoing sentence,
a Force Majeure Event does not excuse any obligation to make any payment
required by this Agreement (including but not limited to Section 3.2) and will
not affect Bunge’s right to terminate this Agreement pursuant to Section
5.2(b)(ii).


 


9.2           Conditions
Regarding Force Majeure Event. A Party claiming a Force Majeure Event must:
(i) use commercially reasonable efforts to cure, mitigate, or remedy the
effects of its nonperformance; provided that neither Party will have any
obligation hereunder to settle a strike or labor dispute; (ii) bear the
burden of demonstrating its existence; and (iii) notify the other Party of
the occurrence of the Force Majeure Event as quickly as reasonably possible,
but no later than five business days after learning of the occurrence of the
Force Majeure Event. Any Party that fails to notify the other Party of the
occurrence of a Force Majeure Event as required by this Section 10 will
forfeit its right to excuse performance of its obligations due to such Force
Majeure Event. When a Party claiming a Force Majeure Event is able to resume
performance of its obligations under this Agreement, it will immediately give
the other Party notice to that effect and resume performance. For the purpose
of clarification and not for purposes of limitation, if a Force Majeure Event
occurs which impedes Bunge’s ability to provide quantities of Oil in accordance
with this Agreement, Bunge shall reasonably cooperate with Producer to obtain
substitute quantities of Oil from other sources during the period Bunge is
excused from performance as a result of such event, but Bunge’s obligation
pursuant to this Section 9.2 to cure, mitigate or remedy the effects of its
nonperformance shall not include an obligation for Bunge to identify, contract
for or otherwise act on Producer’s behalf in obtaining substitute quantities of
Oil from other sources and Bunge shall not be obligated to pay any additional
costs for procuring substitute Oil pursuant


 


12

















 


to Section 8.2 or otherwise; provided, however, that Bunge may offer to
Producer and Producer may purchase from Bunge, in each party’s discretion,
substitute Oil from other sources at a price which will include any additional
delivery or other costs. During the time that Bunge’s performance is suspended
under this Agreement as a result of a Force Majeure Event, Producer’s obligations
to purchase minimum quantities of Oil as set forth in this Agreement shall be
suspended.


 


9.3           Third
Parties; Termination. During any period that a Party claiming a Force
Majeure Event is excused from performance under this Agreement, the other Party
may accept performance from other parties as it may reasonably determine under
the circumstances. If a Party has not performed under this Agreement due to a
Force Majeure Event for four consecutive months or more, the other Party may
terminate this Agreement immediately upon notice to the non-performing Party.


 


10.           Insurance.


 


10.1         Workers’
Compensation. Each Party warrants to the other that all of its employees
that provide services under this Agreement will be covered as required by law
for workers’ compensation and employer’s liability insurance.


 


10.2         Other
Required Coverage.


 


(a)           Each Party will maintain automobile
liability insurance against claims for bodily injury, death and property
damage, with limits of not less than $1,000,000 per person and not less than
$1,000,000 per accident or occurrence; alternatively, combined single limits of
not less than $1,000,000. Such insurance will name the other Party, its
parents, subsidiaries and Affiliates as additional insureds thereunder, and
will be primary and non-contributory to any other insurance available to such
other Party, its parents, subsidiaries and Affiliates as insureds or otherwise.


 


(b)           Each Party will maintain commercial general
liability insurance (including, without limitation, coverage for Contractual
Liability and Products/Completed Operations) against claims for bodily injury,
death and property damage, with limits of not less than $3,000,000 in one
accident or occurrence; alternatively, combined single limits of not less than
$3,000,000 each accident or occurrence, $3,000,000 Products/Completed
Operations aggregate and $3,000,000 general aggregate. Such insurance will name
the other Party, its parents, subsidiaries and Affiliates as additional
insureds thereunder, and will be primary and non-contributory to any other
insurance available to such other Party, its parents, subsidiaries and
Affiliates as insureds or otherwise.


 


(c)           The minimum limits of coverage required by
this Agreement may be satisfied by a combination of primary and excess or
umbrella insurance policies; provided that any such excess or umbrella
insurance policies follow the form of the primary insurances and contain a drop
down provision in case of exhaustion of underlying limits 


 


13

















 


and/or aggregates. Policies provided hereunder shall provide for thirty
(30) days prior written notice of any cancellation or material change.


 


(d)           Each Party waives all rights against the
other Party and its employees and agents for all losses and damages caused by,
arising out of or resulting from any of the perils or causes of loss covered by
the policies contemplated by Section 10.1 and 10.2 and any other
property insurance applicable to the Facility.


 


10.3         Policy
Requirements. All insurance policies required by this Agreement will
(a) provide coverage on an “occurrence” basis; (b) provide that no
cancellation, non-renewal or change will be effected without giving the other
Party at least thirty days’ prior written notice; and (c) be valid and enforceable
policies issued by insurers of recognized responsibility, properly licensed in
the State where the Facility is located, with an A.M. Best’s Rating of A- or
better and Class VII or better. Such insurance policies will not contain a
cross-liability exclusion or an exclusion for punitive or exemplary damages
where insurable under law. Prior to the Effective Date and, thereafter, within
five business days of renewal, certificates and endorsements of such insurance
will be delivered to the other Party, as appropriate, as evidence of the
specified insurance coverage. From time to time, upon a Party’s request, the
other Party will provide the requesting Party, within five business days, a
certificate of insurance evidencing the required coverage to be maintained
hereunder.


 


11.           Relationship
of Parties. This Agreement creates no relationship other than those of
seller and buyer between the Parties hereto. Specifically, there is no agency,
partnership, joint venture or other joint or mutual enterprise or undertaking
created hereby and neither Party, or any of such Party’s representatives,
agents or employees, will be deemed to be the representative, agent or employee
of the other Party. Neither Party will have authority to act on behalf of or
bind the other Party, except as otherwise specifically agreed.


 


12.           Confidentiality.


 


12.1         Definition
of Confidential Information. The term “Confidential Information”
means all material or information relating to a Party’s business operations and
affairs (including trade secrets) that such Party treats as confidential.
Without limiting the generality of the foregoing, all information regarding
quantities of Oil requested, supplied, or capable of being supplied and any
pricing matter under this Agreement will be deemed to be Confidential
Information of the appropriate Party.


 


12.2         Use
of Confidential Information. During the Term and for three years
thereafter, neither Party will (a) use any Confidential Information of the
other Party for any purpose other than in accordance with this Agreement or for
its and its Affiliates’ internal business purposes, or (b) disclose
Confidential Information to any person, except to its personnel who are subject
to nondisclosure obligations comparable in scope to this Section 13
and who have a need to know such Confidential Information in order to perform
under this Agreement. Notwithstanding the foregoing, the Parties acknowledge
that Bunge and its Affiliates may perform services for other third parties
similar to the services provided to Producer hereunder and that the disclosure
or use by Bunge or its Affiliates of Confidential Information in the course of
the provision of such 


 


14

















 


services or for Bunge’s and its Affiliates’ own internal business
purposes shall not be considered a violation of this Section 12.


 


12.3         Disclosure
of Confidential Information. Notwithstanding Section 12.2,
either Party may use for any purpose or disclose any material or information
that it can demonstrate (i) is or becomes publicly known through no act or
fault of such Party; (ii) is developed independently by such Party without
reference to the other Party’s Confidential Information; (iii) is known by
such Party when disclosed by the other Party, and such Party does not then have
a duty to maintain its confidentiality; or (iv) is rightfully obtained by
such Party from a third party not obligated to preserve its confidentiality who
did not receive the material or information directly or indirectly from the other
Party. A Party also may disclose the other Party’s Confidential Information to
the extent required by a court or other governmental authority, provided that
the disclosing Party (a) gives the other Party advance written notice of
the disclosure, (b) uses reasonable efforts to resist disclosing the
Confidential Information, (c)  cooperates with the other Party on request
to obtain a protective order or otherwise limit the disclosure, and (d) as soon
as reasonably possible, provides a letter from its counsel confirming that such
Confidential Information is, in fact, required to be disclosed.


 


12.4         Injunctive
Relief. Each Party acknowledges and agrees that its breach or threatened
breach of any provision of this Section 12 would cause the other
Party irreparable injury for which it would not have an adequate remedy at law.
In the event of a breach or threatened breach, the nonbreaching Party will be
entitled to injunctive relief in addition to all other remedies it may have at
law or in equity.


 


13.           Governing
Law; Disputes.


 


13.1         Governing
Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of Missouri,
excluding any applicable conflicts-of-law rule or principle that might refer
the construction or interpretation of this Agreement to the laws of another
state.


 


13.2         Notice
of Dispute. If any dispute shall arise under or in connection with this
Agreement, the Parties hereto agree to follow the procedures set forth in this Section
13 in an effort to resolve the dispute prior to the commencement of any
formal proceedings; provided, however,
that either Party may institute judicial proceedings seeking equitable relief
or remedies without following the procedures set forth herein. The Parties
shall attempt in good faith to resolve any dispute arising out of or relating
to this Agreement, the breach, termination, or validity hereof, or the
transactions contemplated herein promptly by negotiation between
representatives who have authority to settle the controversy. Any Party may give
the other Party written notice that a dispute exists (a “Notice of Dispute”)
setting forth a statement of such Party’s position. Within twenty (20) business
days of the delivery of the Notice of Dispute, representatives of the Parties
shall meet at a mutually acceptable time and place, and thereafter as long as
they both reasonably deem necessary, to exchange relevant information and
attempt to resolve the dispute. If the matter has not been resolved within
thirty (30) days of the disputing party’s delivering its Notice of Dispute, the
dispute shall be referred to the respective presidents, 


 


15

















 


general managers or comparable senior executives of Producer and Bunge
who shall within twenty (20) additional days meet to attempt in good faith to
resolve the dispute.


 


13.3         Mediation.
If the matter still has not been resolved within sixty (60) days of the
delivery of the Notice of Dispute, then any Party may seek to resolve the
dispute through mediation administered by the Commercial Mediation Rules of the
American Arbitration Association. If the Parties fail to resolve the dispute
within twenty-one (21) days after starting mediation, then either Party may
initiate appropriate proceedings to obtain a judicial resolution of the
dispute.


 


13.4         Negotiations;
Jurisdictional Matters. If a representative of any Party intends to be
accompanied at a meeting by an attorney, the other negotiator shall be given at
least three (3) business days’ notice of such intention and may also be
accompanied by an attorney. All negotiations pursuant to this clause are
confidential and shall be treated as compromise and settlement negotiations for
purposes of the Federal Rules of Evidence and similar state rules of evidence.
Any proceeding initiated by either Party hereto shall be commenced and
prosecuted in the United States District Courts for the Eastern District of
Missouri or the state courts in St. Louis County, Missouri, and any courts to
which an appeal may be taken, and each Party hereby consents to and submits to
the personal jurisdiction of each of such courts.


 


13.5         Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL
RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


14.           Notices.
All notices required or permitted under this Agreement will be in writing and
will be deemed given and made: (i) if by personal delivery, on the date of
such delivery, (ii) if by facsimile, on the date sent (as evidenced by
confirmation of transmission by the transmitting equipment), (iii) if by
nationally recognized overnight courier, on the next business day following
deposit, and (iv) if by certified mail, return receipt requested, postage
prepaid, on the third business day following such mailing; in each case
addressed to the address or facsimile number shown below for such Party, or
such other address or facsimile number as such Party may give to the other
Party by notice:


 


	
  In the case of Bunge:

  	
   

  	
  Bunge North America, Inc.

  
	
   

  	
   

  	
  11720 Borman Drive

  
	
   

  	
   

  	
  St. Louis, Missouri 63146

  
	
   

  	
   

  	
  Attn: Senior Vice President - Oils

  
	
   

  	
   

  	
  Facsimile: (314) 292-2146

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Bunge North America, Inc.

  
	
   

  	
   

  	
  11720 Borman Drive

  
	
   

  	
   

  	
  St. Louis, Missouri 63146

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
   

  	
  Facsimile: (314) 292-2521

  



 


16

















 


	
  In the case of Producer:

  	
   

  	
  REG Destrehan, LLC

  
	
   

  	
   

  	
  406 1st Street, PO Box 128

  
	
   

  	
   

  	
  Ralston, IA 51459

  
	
   

  	
   

  	
  Attn: Nile Ramsbottom

  
	
   

  	
   

  	
  Facsimile: 712-667-3479

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Wilcox, Polking, Gerken, Schwarzkopf &
  Copeland, P.C.

  
	
   

  	
   

  	
  115 E. Lincolnway, Suite 200

  
	
   

  	
   

  	
  Jefferson, IA 50129

  
	
   

  	
   

  	
  Attn: John Gerken

  
	
   

  	
   

  	
  Facsimile: 515-386-8531

  



 


15.           Entire Agreement;
No Third Party Beneficiaries. This Agreement constitutes the entire agreement between
the Parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, between the Parties with
respect to the subject matter hereof. This Agreement does not, and is not
intended to, confer any rights or remedies upon any person other than the
Parties.


 


16.           Amendments; Waiver. The Parties may
amend this Agreement only by a written agreement of the Parties. In the event
of a conflict between the terms of this Agreement and the terms contained in a
Specific Order, Monthly Estimate or any other purchase order or sales invoice,
the terms of this Agreement shall control. No provision of this Agreement may
be waived, except as expressly provided herein or pursuant to a writing signed
by the Party against whom the waiver is sought to be enforced. No failure or
delay in exercising any right or remedy or requiring the satisfaction of any
condition under this Agreement, and no “course of dealing” between the
Parties, operates as a waiver or estoppel of any right, remedy or condition. A
waiver made in writing on one occasion is effective only in that instance and
only for the purpose that it is given and is not to be construed as a waiver on
any future occasion or against any other person.


 


17.           Assignment.
No Party may assign this Agreement, or assign or delegate any of its rights,
interests, or obligations under this Agreement, voluntarily or involuntarily,
whether by merger, consolidation, dissolution, operation of law, or any other
manner, without the prior written consent of the other Party, and any purported
assignment or delegation without such consent will be void. Despite the prior
sentence, Bunge may assign this Agreement, or assign or delegate any of its
rights, interests, or obligations under this Agreement, to any of its
Affiliates without Producer’s prior written consent. Subject to the preceding
sentences in this Section 17, this Agreement binds and benefits the
Parties and their respective permitted successors and assigns.


 


18.           Severability.
If a court or arbitrator with proper jurisdiction determines that any provision
of this Agreement is illegal, invalid, or unenforceable, the remaining
provisions of this Agreement remain in full force. The Parties will negotiate
in good faith to replace such illegal, invalid, or unenforceable provision with
a legal, valid, and enforceable provision that carries out the Parties’
intentions to the greatest lawful extent under this Agreement.


 


17

















 


19.           Interpretation.
Each Party has been represented by counsel during the negotiation of this
Agreement and agrees that any ambiguity in this Agreement will not be construed
against one of the Parties.


 


20.           Further Assurances. Each Party will
execute and cause to be delivered to the other Party such instruments and other
documents, and will take such other actions, as the other Party may reasonably
request for the purpose of carrying out or evidencing any of the transactions
contemplated by this Agreement.


 


21.           Counterparts.
This Agreement may be executed by the Parties by facsimile and in separate
counterparts, each of which when so executed will be deemed to be an original
and all of which together will constitute one and the same agreement.


 


IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed the day and year first above written.


 


	
  BUNGE NORTH AMERICA, INC.

  	
   

  	
  REG DESTREHAN, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ GREG BECHTEL

  	
   

  	
  By Renewable Energy Group, Inc.

  	
   

  
	
   

  	
   

  	
  Its Sole Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
  Vice-President

  	
   

  	
  By:

  	
   

  	
  /s/ Jeffery Stroburg

  	
   

  
	
   

  	
   

  	
   

  	
  Jeffery Stroburg, CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
								



 


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