Exhibit
10.19.2


 


GUARANTY AGREEMENT


 


This GUARANTY AGREEMENT (this
“Guaranty”), dated and effective as of June 8,
2007, is made and entered into by Renewable Energy Group, Inc. (“Guarantor”)
in favor of Bunge North America, Inc. (“BNA”).  Guarantor and BNA are referred to herein
collectively as the “Parties” and individually as a “Party.”


 


                WHEREAS, BNA and REG Destrehan, LLC (“REGD”), an
affiliate of Guarantor, are parties to that certain Oil Supply Agreement dated
as of the date hereof, as may be amended from time to time (the “OSA”);
and


 


WHEREAS, BNA desires assurances that Guarantor
will be responsible for the obligations and duties of REGD as set forth in the
OSA; and


 


WHEREAS, Guarantor, as the owner of 100% of the
voting stock of REGD, will derive substantial benefit from the OSA and,
accordingly, believes it to be in Guarantor’s best interest to execute and
deliver this Guaranty; and


 


                NOW,
THEREFORE, in consideration of BNA
entering into the OSA, Guarantor hereby covenants and agrees as follows:


 


1.             Guaranty.  Subject to the provisions hereof, Guarantor
hereby irrevocably and unconditionally guarantees to BNA the complete and
punctual payment by REGD of all sums payable to BNA pursuant to the OSA as and
when the same fall due (the “Obligations”); provided that this Guaranty
will not apply to any Obligations which arise as a result of events that occur
after the date that is 30 months after the Effective Date (as defined in the
OSA); and  further  provided that Guarantor will have no
liability under this Guaranty for any Obligations in excess of $4,000,000.


 


2.             Representations and Warranties.  Guarantor represents and warrants that:
(a) it is a corporation validly existing under the laws of the State of Iowa
and has the corporate power and authority to execute, deliver and carry out the
terms and provisions of this Guaranty; (b) no authorization, approval,
consent or order of, or registration or filing with, any court or other
governmental body having jurisdiction over Guarantor is required on the part of
the Guarantor for the execution and delivery of this Guaranty; and
(c) this Guaranty, when executed and delivered, constitutes a valid and
legally binding agreement of the Guarantor, except as the enforceability of
this Guaranty may be limited by the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general principles of equity.


 


3.             Demands and Notice.  Guarantor agrees to pay to BNA any Obligation
no later than five days after BNA gives a notice to Guarantor that identifies
the applicable amount REGD has failed to pay pursuant to the OSA and explains
why such payment is due.  Guarantor shall
make all payments by deposit of immediately available funds to an account
identified by BNA.  All notices and other
communications required or permitted by this Agreement shall be in writing and
deemed given to a Party when (a) delivered by hand or by nationally recognized
overnight courier service; (b) sent by facsimile with confirmation of
transmission by the 


 

















 


transmitting equipment;
or (c) received or rejected by the addressee if sent by certified mail, return
receipt requested, in each case (a) - (c) to the following addresses or
facsimile numbers and marked to the attention of the person (by name or title)
designated below (or to such other address, facsimile number, or person as a
Party may designate by notice to the other Party):


 


	
  To BNA:

  	
   

  	
  Bunge North America, Inc.

  	
   

  	
  To

  	
   

  	
  Renewable Energy Group,
  Inc.

  
	
   

  	
   

  	
  11720
  Borman Drive

  	
   

  	
  Guarantor:

  	
   

  	
  406 1st
  Street, PO Box 128

  
	
   

  	
   

  	
  St.
  Louis, Missouri 63146

  	
   

  	
   

  	
   

  	
  Ralston, IA 51459

  
	
   

  	
   

  	
  Attn: GM, Biofuels

  	
   

  	
   

  	
   

  	
  Attn.: Nile Ramsbottom

  
	
   

  	
   

  	
  Fax No.: (314) 292-4334



  	
   

  	
   

  	
   

  	
  Fax No.: (712)
  667-3479

  
	
   

  	
   

  	
  with
  a copy to:

  

  Bunge North America, Inc.

  Attention:
  General Counsel

  11720 Borman Drive

  St. Louis, Missouri 63146

  Fax:
  (314) 292-2521

  	
   

  	
   

  	
   

  	
  with
  a copy to:

  

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

  115 E. Lincolnway, Suite
  200

  Jefferson, IA 50129

  Attn: John Gerken

  Fax No.: (515) 386-8531

  



 


4.             Waivers. 
Guarantor hereby unconditionally waives (a) notice of acceptance of this
Guaranty; (b) presentment and demand concerning the liabilities of Guarantor,
except as provided herein; (c) any right to require that any action or
proceeding be brought against REGD or any other person; and (d) any requirement
that BNA seek enforcement of any payment or performance against REGD or any
other person prior to taking any action against Guarantor under the terms
hereof.  No delay of BNA in the exercise
of, or failure to exercise, any rights hereunder shall operate as a waiver of
such rights, a waiver of any other rights or a release of Guarantor from any
obligations hereunder.  Guarantor consents to the renewal,
compromise, extension, acceleration or other changes in the time of payment of,
performance of or other changes in the terms of the Obligations, or any part
thereof or any changes or modifications to the terms of the OSA.


 


5.             Termination.  This Guaranty shall automatically terminate
upon the termination of the OSA and, upon such termination, Guarantor shall
have no further liability hereunder; provided that termination shall not
affect Guarantor’s liability with respect to any Obligations existing prior to
such termination.  If a payment to BNA in
respect of any Obligation is rescinded or must otherwise be returned for any
reason whatsoever, Guarantor shall remain liable hereunder in respect of such
Obligation as if such payment had not been made.


 


6.             Expenses.  Notwithstanding anything else in this
Guaranty, Guarantor agrees to pay to BNA on demand all costs and expenses
(including, without limitation, reasonable attorneys’ fees) in any way relating
to the enforcement or protection of the rights of BNA hereunder should
Guarantor be required to pay under this Guaranty.


 


7.             Miscellaneous.


 


2

















 


(a)           Governing Law; Choice of Venue.  This Guaranty shall be governed by the
federal laws of the United States and the laws of the State of Missouri without
regard to the conflict of law rules or principles thereof that might refer the
construction or interpretation of this Guaranty to the laws of another
state.  The Parties hereby submit to the
exclusive jurisdiction and venue of the United States District Court for the
Eastern District of Missouri with respect to any dispute, claim or suit,
whether directly or indirectly arising out of or relating to this Guaranty or
any of the Parties’ obligations hereunder. 
The Parties expressly waive personal service of process and consent to
service by certified mail, postage prepaid, directed to such Party’s last known
address which service shall be deemed completed within five (5) days after the
date of mailing thereof.  The Parties
hereby irrevocably waive any claim that the county of St. Louis, Missouri is an
inconvenient forum or an improper forum based on lack of venue, lack of
personal jurisdiction, as well as any right it may now or hereafter have to
remove any such action or proceeding, once commenced, to another court on the
grounds of forum non-conveniens or otherwise. 
The exclusive choice of forum set forth herein shall not be deemed to
preclude the enforcement by either Party of any judgment obtained in such forum
or the taking of any action by either Party to enforce the same in any other appropriate
jurisdiction.


 


(b)           Assignment.  No Party
shall have the right to assign its rights or obligations under this Guaranty
without the prior written consent of the other Party in such other Party’s sole
discretion; provided that BNA may assign its rights or obligations under
this Guaranty to an Affiliate (as defined in the OSA).


 


(c)           Waiver
of Jury Trial. EACH PARTY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING, OR ANY OTHER MATTERS ARISING
OUT OF THIS GUARANTY OR ANY OF THE OTHER TRANSACTION DOCUMENTS.  EACH PARTY HERETO ACKNOWLEDGES THAT SUCH
WAIVER HAS BEEN GRANTED AFTER CONSULTATION WITH COUNSEL.


 


(d)           Entire
Agreement.  The Guaranty embodies the
entire agreement and understanding between Guarantor and BNA with respect to
the subject matter hereof and supersedes all prior agreements and
understandings relating to the subject matter hereof.


 


(e)           Severability.  If any provision of this Guaranty or any
application thereof shall be invalid or unenforceable, the remainder of this
Guaranty and any other application of such provision shall not be affected
thereby.


 


(f)            No
Waiver.  Nothing in this Guaranty or
any other document referred to herein is intended to waive any rights not
specifically waived in said documents nor is intended to enlarge or modify the
obligations or duties of BNA.


 


(g)           Headings.  The headings of this Guaranty are for
purposes of reference only, and shall not affect the meaning hereof.


 


(h)           Amendment.  No term or provision of this Guaranty shall
be amended, modified, altered, waived or supplemented except in a writing
signed by Guarantor and BNA.


 


3

















 


                IN WITNESS WHEREOF, the Parties have executed this Guaranty
effective as of the date first above written.


 


	
   

  	
  Renewable Energy Group, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Stroburg

  
	
   

  	
  Name:

  	
  Jeffrey Stroburg

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  Bunge North America, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Greg Bechtel

  
	
   

  	
  Name:

  	
  Greg Bechtel

  
	
   

  	
  Title:

  	
  General Manager/Vice President 

  Oilseed Processing

  



 


4