Exhibit 10.4






Exhibit 10.4




EXHIBIT B ADDENDUM #2

to

CENTRAL IOWA ENERGY, LLC TOLL PROCESSING AGREEMENT




Crude Soybean Oil




This Exhibit B Addendum #2 to Central Iowa Energy, LLC Toll Processing Agreement (“Exbibit B
Addendum #2”) is entered into this 14th day of January, 2009, by and between Central Iowa Energy,
LLC, an Iowa limited liability company, of 3426 East 28th Street North, Newton, Iowa 50208 (“CIE”),
and REG Marketing & Logistics Group, LLC, an Iowa limited liablity company (“REG Marketing”), of
416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010 (each a “Party,” and collectively the “Parties”).



Recitals




WHEREAS, CIE and REG Marketing entered in to a Central Iowa Energy, LLC Tolling Processing
Agreement dated as of January 6, 2009 (“Agreement”), and



WHEREAS, the Agreement included as Exhibit B containing specifications regarding certain
Feedstocks to be processed by CIE under the terms of the Agreement, and provided for the handling
of certain other Feedstocks with different specifications which REG Marketing might propose for the
delivery to CIE for processing into biodiesel, and



WHEREAS, the Parties wish to provide for the handling of additional Feedstocks pursuant to the
terms of this Exhibit B Addendum #2.



NOW, THEREFORE, in consideration of the covenants contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
agree as follows:



1. Additional Feedstock Specifications. The Parties agree to add the material as set
out on the Exhibit B Addendum #2 hereto as an additional Feedstock (“Additional Feedstock”) which
REG Marketing may deliver to the Facility to be processed by CIE under the terms of the Agreement,
said Additional Feedstock to comply with the specifications as set out on the Exhibit B Addendum #2
hereto.



2. Yield Requirement for Additional Feedstock. The Parties agree that for purposes of
processing the Additional Feedstock set out on the Exhibit B Addendum #2 hereto (but not
otherwise), the Agreement at Section 6 is amended by changing the first sentence to read:




“In consideration of the Toll Fee and handling of co-products agreed upon, CIE
agrees to deliver to REG Marketing not less than 1 Gal of Biodiesel for every ***
pounds of Additional Feedstock delivered by REG Marketing to the Facility
which equates to a weight yield of ***% (7.35 lbs. Biodiesel divided by *** lbs. of
Feedstock).”


 	 	 	 
	***	 	Portions omitted pursuant to a request for confidential treatment and filed separately with the
SEC.




 


 









 





3. Economic Adjustment to Agreement. In view of the different characteristics of the
Additional Feedstock referenced in this Exhibit B Addendum #2 as compared to the Feedstocks listed
on Exhibit B to the Agreement, the Parties agree to the following adjustment in the terms of the
Agreement:




None



4. Other Terms Unchanged. Except as expressly supplemented with respect to the
Additional Feedstock set out above, all terms and provisions of the Agreement shall remain in full
force and effect.



5. Miscellaneous. Unless otherwise defined herein, the definitions of capitalized
terms used in this Exhibit B Addendum #2 shall be the same as the definitions of such terms as set
forth in the Agreement. This Exhibit B Addendum #2 may be executed in counterparts, each of which
shall be deemed an original, and all of which taken together shall constitute one and the same
instrument. In the event of a conflict between the terms and provisions of this Exhibit B Addendum
#1 and the terms and provisions of the Agreement, the terms and conditions of this Exhibit B
Addendum #2 shall control.



IN WITNESS WHEREOF, CIE And REG Marketing have executed this Exhibit B Addendum #2 as of the
date first shown above.



	 	 	 	 	 	 	 	 	 
	CENTRAL IOWA ENERGY, LLC	 	 	 	REG MARKETING & LOGISTICS GROUP, LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/James Johnston
	 	 	 	By:
	 	/s/ Nile D. Ramsbottom
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: James Johnston
	 	 	 	 	 	Name: Nile D. Ramsbottom
	 

	 	Title:   Chairman
	 	 	 	 	 	Title:   President





 


 









 





Attachment 1




FEEDSTOCK SPECIFICATIONS for

Additional Feedstock




	 	 	 	 	 	 	 
	 	 	Free Fatty Acids as	 	 	 	 
	 	 	(Oleic)	 	Mosture	 	Phosphorous
	Analytical Method
	 	AOCS Ca 5a-40	 	AOCS Ca 2c-25	 	AOCS Ca 12-55
	Units
	 	% (w/w)	 	% (w/w)	 	Ppm
	Feedstock Type
	 	 	 	 	 	 
	Crude Soybean Oil
	 	0.55	 	0.2	 	600