Exhibit 10.1


 


Confidential
Treatment Requested.  Confidential
portions of this document have been redacted
  and have been separately filed with the
Commission.


 


BLACKHAWK BIOFUELS, LLC TOLL PROCESSING AGREEMENT


 


This Blackhawk Biofuels, LLC Toll Processing Agreement
(the “Agreement”) is made and entered into effective June 11, 2009, by and
between Blackhawk Biofuels, LLC a limited liability company organized and
existing under the laws of the state of Delaware, with offices at 22 South
Chicago Avenue, Freeport, Illinois 61032 (“Blackhawk Biofuels”). and REG
Marketing & Logistics Group, LLC, an Iowa limited liability company (“REG
Marketing”), of 416 S. Bell Avenue, PO Box 888, Ames, Iowa 50010
(each a “Party,” and collectively the “Parties”).


 


Recitals


 


A.            Blackhawk Biofuels is in the business of manufacturing
and processing biodiesel from feedstock at its biodiesel processing facility
located at Danville, IL (the “Facility”).


 


B.            REG Marketing desires to arrange for the purchase and
delivery of animal fats and other feedstocks (as specified by the provisions of
Section 7 hereafter, herein “Feedstocks”) to Blackhawk Biofuels for
processing into biodiesel meeting the specifications set out in Section 8 hereafter
(herein “Biodiesel”) and Crude Glycerin, Fatty Acids and Soapstock (“Co-products”)
pursuant to a toll processing arrangement. Blackhawk Biofuels desires that REG
Marketing arrange for the delivery of Feedstocks for processing at the
Facility.


 


The Agreement


 


In consideration of the mutual benefits and obligations
herein provided and other good and valuable consideration, Blackhawk Biofuels
and REG Marketing agree as follows:


 


1.             Offers to Deliver Feedstocks for Processing. REG
Marketing may offer to deliver Feedstocks to Blackhawk Biofuels’s Facility at Danville,
IL, during the term of this Agreement.


 


(a)           Orders within Facility Commitment. REG Marketing shall order the
processing of 11.0 million pounds of Feedstocks at the Facility (“Facility
Commitment”).  Any such order
shall set out the type and quantity of Feedstocks, and the Production Week for
which such Feedstocks are intended for processing (“Order”). If such Order is
timely made, then unless otherwise agreed by the Parties REG Marketing shall
deliver the Feedstocks to Blackhawk Biofuels in time for production of the
Biodiesel, Blackhawk Biofuels shall process the Feedstocks and test and certify
the Biodiesel as meeting the agreed upon specifications under the applicable
Order during such Production Week, and REG Marketing shall arrange to pick up the
resulting Biodiesel during the two weeks immediately following such Production
Week. Blackhawk Biofuels agrees to provide written acknowledgment of all Orders
placed by REG Marketing. For purposes of this Agreement, a “Production Week”
shall mean a calendar week beginning at 8:00 a.m. on Monday and ending at
7:59 a.m. on the following Monday, with weeks designated for pick up of
Biodiesel measured in similar fashion.


 

















 


As an example, for the Production Week commencing January 19,
2009, REG Marketing would need to have delivered its Order for such Production
Week on or before 5:00 p.m. on Monday, January 5, 2009. If such Order
has been timely delivered to Blackhawk Biofuels, REG Marketing would then
deliver in the Feedstocks required for such Production Week both before and
during the production week. Blackhawk Biofuels would then have the Production
Week of January 19 through January 26, 2009, to complete production,
test and certify the Biodiesel meets the agreed upon specifications under the
applicable Order. REG Marketing would then have from January 26 through
7:59 a.m. on February 9, 2009, to pick up the
Biodiesel produced for such Production Week. REG Marketing shall develop a
sample “Order/Nomination” form to be used by the Parties, which shall be attached
as Exhibit A hereto.


 


(b)           Offers in Excess of the Facility Commitment. REG Marketing may offer to deliver
additional Feedstocks beyond the Facility Commitment, subject to Blackhawk
Biofuels’s acceptance. Any such offer (“Nomination”) shall set out the type and
quantity of Feedstocks, the Production Week for which such Feedstocks are
intended for production, and advise of the time period during which Blackhawk
Biofuels shall be required to communicate Blackhawk Biofuels’s acceptance back
to REG Marketing (“Offer Period”). The parties agree that such Offer Period
will not expire prior to 12:00 o’clock noon, local time at the Facility,
on the business day following that day during which the Nomination is
delivered, and provided further that (unless waived by Blackhawk Biofuels) a
Nomination shall not propose a Feedstocks delivery schedule with first delivery
date less than seven (7) calendar days after the end of the Offer Period.
If a Nomination is accepted by Blackhawk Biofuels (as set out hereafter), then
(unless otherwise agreed by the Parties) REG Marketing agrees to deliver the
Feedstocks to Blackhawk Biofuels pursuant to the terms of the Nomination prior
to such Production Week to utilize in the production of the Biodiesel,
Blackhawk Biofuels shall during such Production Week process the Feedstocks and
test and certify the Biodiesel as meeting the agreed upon specifications under
the applicable Nomination, and REG Marketing shall arrange to pick up the
resulting Biodiesel during the two weeks immediately following such Production
Week.  The sample “Order/Nomination”
form to be used by the Parties is attached as Exhibit A hereto.


 


2.             Agreement to Process Orders; Consideration of
Nominations.


 


(a)           Orders within Facility Commitment. Blackhawk Biofuels agrees to process
Feedstocks for all Orders received totaling up to 2.75 million pounds per
Production Week, such processing to be within the time frame as set out in Section 1(a) above
(unless otherwise agreed by the Parties). Blackhawk and REG Marketing agree
that any shortfall in biodiesel production or shipments due in the previous
Agreement dated April 27th, 2009 may be made up under this Agreement
without penalties.


 


2

















 


*** Confidential material
redacted and filed separately with the Commission.


 


(b)           Nominations in Excess of Facility Commitment. In addition, should REG Marketing offer
to deliver Feedstocks in excess of such Facility Commitment, Blackhawk
Biofuels will consider any such Nomination received, and shall have the right
(but not any obligation) to accept Nominations received from REG Marketing by
notice given during the Offer Period. If Blackhawk Biofuels gives timely
acceptance of a Nomination (pursuant to the provisions set out in this Agreement,
herein an “Acceptance”), then Blackhawk Biofuels agrees to process Feedstocks
received pursuant to the terms of the Nomination (and such other applicable
provisions as set out herein).


 


3.             Manner of Extending Order, Nominations, Acceptances. Notwithstanding any provisions of Section 26(a) to
the contrary, the Parties may submit Orders, Nominations and Acceptances by
telephone or email, provided that any Order, Nomination or Acceptance submitted
by telephone must be followed by timely confirmation by email.


 


4.             Toll Fees and Payment. Blackhawk Biofuels shall be paid a toll fee of $ ***
for every gallon of Biodiesel at standard temperature and pressure delivered to
REG Marketing, produced at the Facility from the Feedstocks delivered by REG
Marketing for all volumes shipped up to 2,500,000 gallons in a calendar month.
Blackhawk Biofuels shall be paid a toll fee of $ *** for every gallon of
Biodiesel at standard temperature and pressure delivered to REG Marketing,
produced at the Facility from the Feedstocks delivered by REG Marketing for all
volumes shipped in excess of 2,500,000 gallons in a calendar month. Payment
shall be made as follows:


 


(a)           The toll Fee under the terms of such
Orders or Nominations by wired funds to Blackhawk Biofuels on the first business
day following the 15th for Biodiesel delivered to REG Marketing from the 1st to the 15th of the month and on the first business
day following the last day of each month for Biodiesel delivered to REG
Marketing on the 16th to the last day of the month. Delivered to REG Marketing shall mean
Biodiesel meeting specifications loaded per shipping instructions FOB Danville,
IL.


 


5.             Co-Products. REG Marketing shall also be entitled to receive at
no additional cost, all glycerin and Fatty Acid produced as a result of the
processing of the Feedstocks.


 


6.             Methanol and Catalyst. REG Marketing shall be responsible for the purchase
and delivery of methanol and catalyst to the Facility. The maximum allowed
usage of methanol shall be *** gal of methanol per gallon of biodiesel. The
maximum allowed usage of catalyst shall be *** lbs per gallon of biodiesel.
Blackhawk Biofuels will reimburse REG Marketing for usage of methanol and
catalyst above the maximums. The reimbursement will be paid for overusage at
the average price of the chemicals multiplied by the overusage amount based on
the biodiesel produced on a monthly basis. REG Marketing will invoice Blackhawk
Biofuels within the first week of the following month. Payment terms will be 7
days from receipt of invoice from REG Marketing. If the actual positive or
negative usage variance performance is greater than 10% from the values given
above, the parties will use data gathered while producing under steady 


 


3

















 


state conditions and adjust the maximum allowed usages
with approval to not be unreasonably withheld, conditioned or delayed by either
party. Any changes will be contained in an addendum to this Agreement.


 


7.             Maximum Feedstock Usage and Overusage. In consideration of the Toll Fee and
handling of co-products agreed upon, Blackhawk Biofuels agrees the Maximum
Feedstock Usage (MFU) per Pound of Delivered Biodiesel shall be as defined in Exhibit B
for each Feedstock Type.


 


For feedstocks where a MFU value is clearly identified
and not calculated, the actual overuse, if any, will be calculated as follows:


 


Overusage based on identified MCU = A – ( B x MFU)


 


Where
A = Actual pounds of Feedstock delivered from aggregate BOL’s


 


B
= Biodiesel produced from Feedstock in gallons at standard conditions


 


MCU
= defined value for feedstock type


 


For higher FFA feedstocks or
blends of feedstocks that do not have an identified MFU and require the
calculation, a daily flow proportioned representative composite sample shall be
tested and the resulting %FFA will be used in the calculation. for MFU for the
resulting production volume. For feedstocks where a MFU value is calculated and
not clearly identified, the actual overuse, if any, will be calculated as
follows:


 


Overusage for High FFA
and Blends based on MCU calculation = C – (B x MFU)


 


Where C = Actual pounds
of Feedstock delivered from aggregate BOL’s


 


B = Biodiesel produced
from Feedstock in gallons at standard conditions


 


MFU = “Exhibit B
calculation *1” using daily flow proportioned representative composite sample


 


The reimbursement will be paid for overusage at the
average price of the feedstock multiplied by the overusage amount based on the
biodiesel produced on a monthly basis. REG Marketing will invoice Blackhawk
Biofuels within the first week of the following month. Payment terms will be 7
days from receipt of invoice from REG Marketing. If the actual positive or
negative usage variance performance is greater than 2% from the values given or
calculated in Exhibit B, the parties will use data gathered while
producing under steady state conditions and adjust the defined MFU or formula “*1”
with approval to not be unreasonably withheld, conditioned or delayed by either
party. Any changes will be contained in an addendum to this Agreement.


 


4

















 


8.             Feedstocks. The Feedstocks to be delivered to the Facility
pursuant to this Agreement shall comply with the specifications set forth on Exhibit B
attached hereto or the specific purchase order, whichever is the more
restrictive specification. For Example, if the tallow specification for FFA in Exhibit B
was <4 and the purchase order defined FFA as less - 4 - than <2, then
<2 shall be the requirement. Prior to accepting deliveries of Feedstocks, Blackhawk
Biofuels shall have the right at its expense to inspect and test the tendered
Feedstocks to determine if it meets the specifications required under this
Agreement, and if any such Feedstocks does not meet the required specifications
then Blackhawk Biofuels shall have the right to reject such Feedstocks and
require REG Marketing, at its cost, to replace the same with Feedstocks that
meets the required specifications. Should REG Marketing propose any other type
of Feedstocks other than identified on Exhibit B, the Parties shall agree
upon the written specifications and MFU applicable to such additional
feedstock, and approve and attach such specifications and MFU as an addendum to
Exhibit B with approval to not be unreasonably withheld, conditioned or
delayed by either party.


 


9.             Biodiesel. The Biodiesel to be produced pursuant to this
Agreement shall comply with the specifications set forth on Exhibit C
attached hereto. At REG Marketing’s request, two (2) - one (1) litre
samples of the Biodiesel to be delivered to REG Marketing by Blackhawk Biofuels
shall be made available for testing at REG Marketing’s cost, prior to REG
Marketing picking up such Biodiesel. Should inspection and testing determine
that any Biodiesel does not meet the required specifications (whether
determined before or after such Biodiesel has been picked up by REG Marketing,
and including after delivery to REG Marketing’s customers), REG Marketing shall
have the right to reject such Biodiesel, and require Blackhawk Biofuels, at its
cost, to replace the same with Biodiesel that meets the required
specifications.


 


10.           Term. The term of this Agreement shall be until June 30th,
2009 and commence upon its signature by the Parties.


 


11.           Title. Title to the Feedstocks delivered by REG Marketing
pursuant to this Agreement and title to the contractual amount of corresponding
Biodiesel and Co-products produced from such Feedstocks shall at all times be
and remain with REG Marketing.


 


12.           Risk of Loss; Insurance. Risk of loss to the Feedstocks and the
Biodiesel and Co- Products produced therefrom shall at all times be borne by
REG Marketing, and REG Marketing will maintain such property insurance on the
Feedstocks and the Biodiesel produced therefrom as REG Marketing shall
determine, in its sole discretion.


 


Blackhawk Biofuels and REG Marketing shall each, at
its own cost and expense, obtain and maintain, during the term of this
Agreement, comprehensive general liability insurance, in minimum amounts of
Five Million Dollars ($5,000,000) per occurrence for damage, injury and/or
death to persons, and One Million Dollars ($1,000,000) per occurrence for
damage and/or injury to property and Worker’s Compensation Insurance as
required by law. Such coverage shall be on a date of occurrence form, and be provided
by an insurance company reasonably satisfactory to the other Party. Blackhawk
Biofuels and REG Marketing shall each provide the other with proof of such
insurance coverage prior to any Feedstocks being delivered, such insurance
naming the other Party as an additional insured, and providing that the
coverage 


 


5

















 


represented thereby shall
not be canceled nor modified unless at least thirty (30) days prior
written notice has been given to the additional insured.


 


13.           Inventory Reports. Blackhawk Biofuels will provide REG Marketing with
daily reports showing the receipt, usage and inventory of Feedstocks, methanol
and catalyst, and shipments, production and inventory of Biodiesel and
Co-products produced.


 


14.           Production Costs. Other than for the cost of the Feedstocks, methanol,
and catalyst purchased and delivered by REG Marketing, Blackhawk Biofuels shall
be responsible for all costs of producing the Biodiesel required under this
Agreement, including without limitation all labor costs and the cost of
utilities, chemicals other than methanol and catalyst and other consumables
used in such production.


 


15.           Testing. Blackhawk Biofuels shall be responsible for the cost
of testing to fully certify the Biodiesel meets the specifications identified
in the Order or Nomination. All sampling and testing shall be in conformance
with BQ-9000 rules and regulations.


 


16.           Freight Costs. REG Marketing will bear the cost of all freight
charges for the Feedstocks, methanol, and catalyst purchased by REG Marketing,
and Biodiesel and Co- Products to be produced therefrom, pursuant to this
Agreement.


 


17.           Protection of REG Marketing’s Title. In order to better evidence REG
Marketing’s ownership of the Feedstocks and the Biodiesel produced therefrom,
Blackhawk Biofuels hereby authorizes REG Marketing on its behalf, at any time
and from time to time to file protective financing statements in any Uniform
Commercial Code jurisdiction, which may include without limitation any initial
financing statements and amendments thereto that (i) describe the
Feedstocks, and the Biodiesel that is the subject of this Agreement, and (ii) contain
any other information required or appropriate to be included pursuant to the
Uniform Commercial Code of the state where filed, including that the
organizational identification number of Blackhawk Biofuels is 20-2760722.
Blackhawk Biofuels agrees to furnish any such information to REG Marketing
promptly upon request. Blackhawk Biofuels will not purport to pledge, mortgage
or create, or suffer to exist a security interest in the Feedstocks and the
Biodiesel that is produced therefrom, in favor of any third party, and
Blackhawk Biofuels, upon the request of REG Marketing or in response to any
inquiry that may be made, will inform any lender, lessor or other third party
that has or may have a lien or security interest or any other interest in
property of Blackhawk Biofuels that REG Marketing is the owner of the
Feedstocks and the Biodiesel that is the subject of this Agreement.


 


18.           Product Segregation. Blackhawk Biofuels shall be allowed to add
additional Feedstocks owned by Blackhawk Biofuels as needed to meet the quality
and yield requirements hereunder, so long as such additional Feedstocks have
cold flow characteristics that are capable of meeting the cold flow
specifications set out on the applicable Order or Nomination, and the Biodiesel
to be produced shall in any event meet the specifications required hereunder,
as modified by the Order or Nomination and Acceptance applicable.


 


19.           Failure to Process. If for any reason other than REG Marketing’s failure
to deliver Feedstocks, methanol, and catalyst as required under this Agreement
(and other than a matter 


 


6

















 


covered by the force majeure provisions of this
Agreement) Blackhawk Biofuels fails to process the Feedstocks in to the
certified Biodiesel within the time frame contemplated by this Agreement,
Blackhawk Biofuels will pay to REG Marketing the amount determined by first
dividing the number of pounds of Feedstocks delivered to Blackhawk Biofuels by
the Maximum Feedstock Usage per gallon yield under Section 7 and
converting to gallons to determine the gallons of Biodiesel which should have
been processed (“Required Gallons”); second, subtracting the actual gallons of
Biodiesel received by REG Marketing from the Required Gallons to determine the
number of gallons which Blackhawk Biofuels failed to process (“Biodiesel
Shortage”); and third, multiply the Biodiesel Shortage by REG Marketing’s
average market price per gallon of Biodiesel delivered by Blackhawk Biofuels to
REG Marketing up to such time of computation (or if none delivered another
reasonable method of determining the market value of Biodiesel FOB Danville as
may be agreed by the Parties, or otherwise determined if the Parties can not so
agree).


 


20.           Facility Shutdowns. Blackhawk Biofuels agrees to
notify REG Marketing of any scheduled shutdowns a minimum of thirty (30) days
in advance. In the event there are any Facility shutdowns due to unscheduled
power or mechanical problems which will affect receiving or shipping schedules
or are anticipated to continue for twenty-four (24) hours or more Blackhawk
Biofuels will notify REG Marketing as soon as possible.


 


21.           Tax Credits; Blending, Shipping & Loading. Blackhawk Biofuels will, at the request
of REG Marketing, blend the Biodiesel with petroleum diesel (supplied by
Blackhawk Biofuels at its cost) to create B99.9 biodiesel at no additional
charge to REG Marketing. Any excise tax or income tax credit or refund,
including any blender’s credit or CCC credit or refund (“Tax Credits”)
relating to the Biodiesel delivered to REG Marketing will be for the account of
REG Marketing, and shall be submitted (as applicable) to the United States
Internal Revenue Service (“IRS”) or other appropriate entity by Blackhawk
Biofuels, unless otherwise requested by REG Marketing Blackhawk Biofuels will
not claim any Tax Credits relating to the Biodiesel delivered to REG Marketing
without the written consent of REG Marketing.


 


In addition, Blackhawk Biofuels shall fulfill the
requests regarding additives and load temperature as set out on the “Shipping/Loadout
Request” form supplied by REG Marketing and complete the loadout information
for each load of Biodiesel shipped, all as set out on the attached as Exhibit D
hereto.


 


22.           RINs and Biodiesel Certificates. Blackhawk Biofuels and REG Marketing
shall cooperate with each other to generate Renewable Identification Numbers
(RINs) for the gallons of Biodiesel produced pursuant to this Agreement, with
such RINs to be the property of REG Marketing. Blackhawk Biofuels and REG
Marketing shall also cooperate with each other to issue biodiesel certificates
for the Biodiesel produced pursuant to this Agreement, which certificates shall
be suitable for REG Marketing’s use in collecting the $1.00 per gallon blender’s
tax credit. For purposes of clarity, all gallons for these purposes shall be
calculated on a temperature corrected basis (at 60° F).


 


23.           Force Majeure. Neither Party hereto shall be liable for any delay
arising from circumstances beyond its control including acts of God, riot or
civil commotion, industrial dispute, fire, flood, drought, act of government,
terrorist acts, war, or sabotage (except failures or 


 


7

















 


delays resulting from a lack of a Party’s funds),
provided that the Party seeking to be excused shall make every reasonable
effort to minimize the delay resulting therefrom and shall give prompt written
notice of the force majeure event to the other Party. The obligations of the
Party giving notice, so far as they are affected by the force majeure event,
will be suspended during, but not longer than, the continuance of the force majeure
event. The affected Party must act with commercially reasonable diligence to
resume performance and notify the other Party that the force majeure event no
longer affects its ability to perform under the Agreement.


 


24.           Independent Contractor. Blackhawk Biofuels is acting hereunder and its
services are rendered to REG Marketing solely as an independent contractor. REG
Marketing is not authorized and shall not contract any obligations in the name
of Blackhawk Biofuels as a result of this Agreement (the Parties understanding
that REG Marketing may have such authority as may arise from other contracts
entered in to by the Parties, and including that Management and Operational
Services Agreement dated August 22, 2006 (“MOSA”)). Blackhawk Biofuels
accepts full and exclusive liability for the payment of any and all
contributions or taxes for unemployment and workers’ compensation insurance,
old age retirement benefits, pensions and annuities now or hereafter imposed by
any federal or state governmental authority which are measured by wages,
salaries or other remuneration paid to persons, and holds harmless REG
Marketing from any such liability. Blackhawk Biofuels agrees that in performing
its duties contemplated by this Agreement it shall comply with all applicable
federal and state laws, orders and regulations, and, to its knowledge,
represents and warrants that the Facilities are in compliance with existing
environmental laws and regulations and OSHA standards which may apply to the
activities to be performed by Blackhawk Biofuels hereunder.


 


25.           Confidentiality.


 


(a)           “Confidential Information” of Blackhawk
Biofuels and REG Marketing includes the terms of this Agreement, the Feedstocks
composition, the biodiesel specifications, all business information of Blackhawk
Biofuels and REG Marketing, including, but not limited to, their respective
pricing, supplier lists, quantities of supplies purchased, all processing and
manufacturing information of Blackhawk Biofuels and REG Marketing, all
processes and information used in the processing of Feedstocks into Biodiesel,
and all other confidential or proprietary information of Blackhawk Biofuels and
REG Marketing. All “Confidential Information” shall remain the sole property of
the original owner of that information.


 


(b)           Blackhawk Biofuels and REG Marketing agree that
(except as necessary for REG Marketing to meet its obligations under the MOSA)
they shall not for any purpose use or disclose to any third party any
Confidential Information not owned by it. 
Such confidentiality obligations shall survive the expiration or
earlier termination of this Agreement.


 


26.           Default. Each Party will be entitled to all damages
(including costs and reasonable attorney fees incurred in enforcement of such
Party’s rights hereunder) and other rights and remedies available at law or in
equity, in addition to any other remedies as may be provided in this Agreement,
upon the default or other failure to perform of the other Party; provided, 


 


8

















 


however, that before taking action to enforce such
breach or terminating this Agreement the Party claiming default or failure to
perform shall first provide the defaulting Party with written notice detailing
the circumstances of its failure to meet its obligations hereunder and an
opportunity to cure such failure within ten (10) days of such notice.


 


27.           Miscellaneous.


 


(a)           Notices. Any notice (including Nominations and Acceptances)
required or permitted to be given pursuant to this Agreement is validly given
if in writing and: (i) personally delivered; (ii) sent by electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy and a confirmation of delivery; or (iii) sent by
prepaid registered mail or recognized overnight carrier, addressed to the
applicable party at its address indicated below or to such other address as any
party may specify by notice in writing to the other.  Any notice personally
delivered on a business day will be deemed conclusively to have been
effectively given on the date notice was delivered. Any notice given by
facsimile or other means of electronic communication will be deemed
conclusively to have been given on the date specified on the confirmation of
such transmission. Any notice sent by prepaid registered mail will be deemed
conclusively to have been effectively given when actually received. Notices
shall be addressed as follows:


 


	
  If to REG Marketing:

  	
   

  	
  416 S. Bell Avenue, PO
  Box 888

  
	
   

  	
   

  	
  Ames, IA 50010

  
	
   

  	
   

  	
  Attn: Gary Haer

  
	
   

  	
   

  	
  Fax: (515) 239-8029

  
	
   

  	
   

  	
   

  
	
  If to Blackhawk
  Biofuels:

  	
   

  	
  210 West Spring Street

  
	
   

  	
   

  	
  Freeport, Illinois
  61032

  
	
   

  	
   

  	
  Attn: Ron Mapes

  
	
   

  	
   

  	
  Fax: (815) 235-4727

  



 


Any party may change the address to which notices are
to be sent to it by giving written notice of such change of address to the
other parties in the manner herein provided for giving notice. Any such notice,
demand, request or other communication shall be deemed given when mailed or
delivered as aforesaid.


 


(b)           Cumulative Remedies. The rights and remedies provided to
Blackhawk Biofuels and REG Marketing in this Agreement, or otherwise available
at law or in equity, shall be cumulative and may be exercised concurrently or
successively.


 


(c)           Governing Law/Choice of Forum. This Agreement shall be deemed made and
entered unto in the State of Iowa and shall be governed and construed under and
in accordance with the laws of the State of Iowa without resort to said state’s
conflict of laws rules. The U.S. District Court for the Southern District
of Iowa, or if such court lacks jurisdiction, the Iowa District Court for Story
County, Iowa, shall be the venue and exclusive proper forum in which to
adjudicate any case or 


 


9

















 


controversy arising either, directly or indirectly, under or in
connection with this Agreement. The Parties further agree that, in the event of
litigation arising out of or in connection with these matters, they will not
contest or challenge the jurisdiction or venue of these courts.


 


(d)           Amendments. This Agreement may not be modified or amended unless
a written amendment to this Agreement is executed by REG Marketing and
Blackhawk Biofuels.


 


(e)           Severability. If any provision of this Agreement may
be construed in two ways, one of which would render the provision illegal or
otherwise voidable and unenforceable and the other of which would render the
provision valid and enforceable, such provision shall have the meaning which
renders it valid and enforceable. The language of all provisions of this
Agreement shall be construed according to its fair meaning and not strictly
against REG Marketing or Blackhawk Biofuels. It is the intention of the Parties
that the provisions of this Agreement be enforced to the fullest extent. In the
event that any court shall determine that any provision of this Agreement is
unenforceable as written, the Parties agree that the provision shall be amended
so that it is severable and they shall be interpreted and enforced as if all
completely invalid or unenforceable provisions were not contained in this
Agreement. Partially valid and enforceable provisions shall be enforced to the
extent that they are partially valid and enforceable.


 


(f)            Captions. Section captions are used only for convenience
and are in no way to be construed as a part of this Agreement or as a
limitation of the scope of the particular sections to which they refer. Words
of any gender used in this Agreement shall include any other gender, and words
in the singular shall include the plural where the context requires.


 


(g)           Assignment. Neither Party may assign any of its rights in or
delegate any of its duties under this Agreement without the prior written
consent of the other Party.  Notwithstanding
the foregoing, a Party (“Assignor”) may without the need for consent from the other
Party assign any or all of its rights, duties and obligations under this
Agreement to another entity, or to such Party’s affiliate or successor
(collectively herein “Assignee”), if such Assignee expressly assumes all
obligations not otherwise remaining with Assignor hereunder, and Assignor
nonetheless remains responsible hereunder.


 


(h)           Interpretation. This Agreement has been prepared after
extensive negotiation between the Parties hereto, and if any ambiguity is
contained herein, then in resolving such ambiguity, no weight shall be given in
favor of or against either Party solely on account of its drafting this
Agreement.


 


(i)            Entire Agreement. Time is of the essence of this
Agreement. This Agreement together with the Exhibits referenced herein constitute
the entire agreement by and between the Parties and all prior written and
verbal agreements, proposals, 


 


10

















 


*** Confidential
material redacted and filed separately with the Commission.


 


representations
and other communications between the Parties regarding this tolling arrangement
are superseded.


 


(j)            Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together will constitute one and the same instrument, and may be executed
and delivered by facsimile signature or similar means, which shall be
considered an original.


 


(k)           Most Favored Terms. Blackhawk Biofuels represents and
warrants as of the date hereof and covenants and agrees from and after the date
hereof that none of the provisions offered to any other person or entity is or
will be more favorable to such person or entity than those offered under this
Agreement, and, if they are or become more favorable to any other person or
entity during the term of this Agreement or any continuation or extension
thereof, Blackhawk Biofuels shall give written notice thereof to REG Marketing,
and REG Marketing shall have the option (which option must be exercised by
written notice to Blackhawk Biofuels with ten (10) business days after
notice thereof) to amend this Agreement to include any such more favorable
terms.  If such option is exercised,
Blackhawk Biofuels and REG Marketing shall execute an appropriate written
amendment to this Agreement.


 


(l)            MOSA Fee.  In view of
the fact that this Agreement is to process Feedstocks owned by REG Marketing
for the benefit of REG Marketing, REG Marketing agrees that Blackhawk Biofuels
shall not be required to pay the variable fee of $ *** /gal under the MOSA for
the volume of Biodiesel processed for and delivered to REG Marketing under this
Agreement.  Blackhawk BioFuels shall
continuer to pay the Fixed fee of $ *** per month as outlined in the MOSA.


 


IN WITNESS WHEREOF, Blackhawk Biofuels and REG
Marketing have executed this Agreement as of the date first shown above.


 


	
  BLACKHAWK BIOFUELS, LLC

  	
   

  	
  REG MARKETING & LOGISTICS GROUP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
   

  
	
  Name

  	
   

  	
   

  	
  Name

  	
   

  
	
  Title

  	
   

  	
   

  	
  Title

  	
   

  



 


11
















 


Exhibit A


 


(Form of Order/Nomination)


 


	
     009   ORDER
  NUMBER    or

  	
           NOMINATION
  NUMBER

  
	
   

  	
   

  
	
  For Production Week
  beginning:

  	
  6/1/09

  
	
   

  	
   

  
	
  Date Sent to Blackhawk
  BioFuels, LLC:

  	
  5/28/09

  
	
   

  	
   

  
	
  Date Reviewed by
  Blackhawk BioFuels, LLC:

  	
      /    /    

  
	
   

  	
   

  
	
  Blackhawk BioFuels,
  LLC’s Action:
  (circle)    ACCEPT    or    REJECT

  
	
   

  	
   

  
	
  Date Accepted/Rejected
  by Blackhawk BioFuels, LLC:

  	
      /    /    

  



 


	
   

  	
   

  	
  x    REG – 9000 ASTM

  
	
  Product Specification

  	
   

  	
   

  
	
   

  	
   

  	
  o    REG – 9000 EN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x    Cloud  10°C

  
	
  Cold Flow Specification

  	
   

  	
   

  
	
   

  	
   

  	
  o    CFPP         °C

  



 


	
  FEEDSTOCK TYPE

  	
   

  	
  Lbs
  ORDERED

  	
   

  	
  Contr.
  Yield

  	
   

  	
  Contr.
  Gallons

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Animal Fats

  	
   

  	
  2,750,000

  	
   

  	
  SEC #7

  	
   

  	
  SEC #7

  
	
  TOTAL

  	
   

  	
  2,750,000

  	
   

  	
   

  	
   

  	
   

  



 


	
  Date

  	
   

  	
  Date

  
	
  REG Marketing & Logistics Group, LLC.

  	
   

  	
  Blackhawk BioFuels, LLC.

  



 


12

















 


Exhibit A


 


(Form of Order/Nomination)


 


	
     010   ORDER
  NUMBER   or

  	
           NOMINATION
  NUMBER

  
	
   

  	
   

  
	
  For Production Week
  beginning:

  	
  6/8/09

  
	
   

  	
   

  
	
  Date Sent to Blackhawk
  BioFuels, LLC:

  	
  5/28/09

  
	
   

  	
   

  
	
  Date Reviewed by
  Blackhawk BioFuels, LLC:

  	
      /    /    

  
	
   

  	
   

  
	
  Blackhawk BioFuels,
  LLC’s Action: (circle)    ACCEPT    or    REJECT

  
	
   

  	
   

  
	
  Date Accepted/Rejected
  by Blackhawk BioFuels, LLC:

  	
      /    /    

  



 


	
   

  	
   

  	
  x    REG – 9000 ASTM

  
	
  Product Specification

  	
   

  	
   

  
	
   

  	
   

  	
  o    REG – 9000 EN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x    Cloud  10°C

  
	
  Cold Flow Specification

  	
   

  	
   

  
	
   

  	
   

  	
  o    CFPP         °C

  



 


	
  FEEDSTOCK TYPE

  	
   

  	
  Lbs
  ORDERED

  	
   

  	
  Contr.
  Yield

  	
   

  	
  Contr.
  Gallons

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Animal Fats

  	
   

  	
  2,750,000

  	
   

  	
  SEC #7

  	
   

  	
  SEC #7

  
	
  TOTAL

  	
   

  	
  2,750,000

  	
   

  	
   

  	
   

  	
   

  



 


	
  Date

  	
   

  	
  Date

  
	
  REG Marketing & Logistics Group, LLC.

  	
   

  	
  Blackhawk BioFuels, LLC.

  



 


13

















 


Exhibit A


 


(Form of Order/Nomination)


 


	
     011   ORDER
  NUMBER   or

  	
           NOMINATION
  NUMBER

  
	
   

  	
   

  
	
  For Production Week
  beginning:

  	
  6/15/09

  
	
   

  	
   

  
	
  Date Sent to Blackhawk
  BioFuels, LLC:

  	
  5/28/09

  
	
   

  	
   

  
	
  Date Reviewed by
  Blackhawk BioFuels, LLC:

  	
      /    /    

  
	
   

  	
   

  
	
  Blackhawk BioFuels,
  LLC’s Action: (circle)    ACCEPT    or    REJECT

  
	
   

  	
   

  
	
  Date Accepted/Rejected
  by Blackhawk BioFuels, LLC:

  	
      /    /    

  



 


	
   

  	
   

  	
  x    REG – 9000 ASTM

  
	
  Product Specification

  	
   

  	
   

  
	
   

  	
   

  	
  o    REG – 9000 EN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x    Cloud  10°C

  
	
  Cold Flow Specification

  	
   

  	
   

  
	
   

  	
   

  	
  o    CFPP         °C

  



 


	
  FEEDSTOCK TYPE

  	
   

  	
  Lbs
  ORDERED

  	
   

  	
  Contr.
  Yield

  	
   

  	
  Contr.
  Gallons

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Animal Fats

  	
   

  	
  2,750,000

  	
   

  	
  SEC #7

  	
   

  	
  SEC #7

  
	
  TOTAL

  	
   

  	
  2,750,000

  	
   

  	
   

  	
   

  	
   

  



 


	
  Date

  	
   

  	
  Date

  
	
  REG Marketing & Logistics Group, LLC.

  	
   

  	
  Blackhawk BioFuels, LLC.

  



 


14

















 


Exhibit A


 


(Form of Order/Nomination)


 


	
     012   ORDER
  NUMBER   or

  	
           NOMINATION
  NUMBER

  
	
   

  	
   

  
	
  For Production Week
  beginning:

  	
  6/22/09

  
	
   

  	
   

  
	
  Date Sent to Blackhawk
  BioFuels, LLC:

  	
  5/28/09

  
	
   

  	
   

  
	
  Date Reviewed by
  Blackhawk BioFuels, LLC:

  	
      /    /    

  
	
   

  	
   

  
	
  Blackhawk BioFuels,
  LLC’s Action: (circle)    ACCEPT    or    REJECT

  
	
   

  	
   

  
	
  Date Accepted/Rejected
  by Blackhawk BioFuels, LLC:

  	
      /    /    

  



 


	
   

  	
   

  	
  x    REG – 9000 ASTM

  
	
  Product Specification

  	
   

  	
   

  
	
   

  	
   

  	
  o    REG – 9000 EN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x    Cloud  10°C

  
	
  Cold Flow Specification

  	
   

  	
   

  
	
   

  	
   

  	
  o    CFPP         °C

  



 


	
  FEEDSTOCK TYPE

  	
   

  	
  Lbs
  ORDERED

  	
   

  	
  Contr.
  Yield

  	
   

  	
  Contr.
  Gallons

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Animal Fats

  	
   

  	
  2,750,000

  	
   

  	
  SEC #7

  	
   

  	
  SEC #7

  
	
  TOTAL

  	
   

  	
  2,750,000

  	
   

  	
   

  	
   

  	
   

  



 


	
  Date

  	
   

  	
  Date

  
	
  REG Marketing & Logistics Group, LLC.

  	
   

  	
  Blackhawk BioFuels, LLC.

  



 


15
















 


*** Confidential material redacted and filed
separately with the Commission.


 


Exhibit B


 


(Specifications for Feedstocks)


 


	
  Feedstock

  Group

  	
   

  	
  Analytical

  Method

  Feedstock

  Type

  	
   

  	
  Free Fatty

  Acid

  (as Oleic)

  AOCS Ca

  5a-40

  wt%

  	
   

  	
  Moisture

  AOCS Ca

  2c-25

  wt%

  	
   

  	
  Insoluble

  Impurities

  AOCS Ca

  3a-46

  wt%

  	
   

  	
  Total MIU

  calc

  wt%

  	
   

  	
  Phosphorus

  AOCS Ca

  12-55

  ppm

  	
   

  	
  Color

  (FAC

  Scale)

  AOCS Ca

  12a-43

  	
   

  	
  Maximum

  Feedstock

  Usage per

  Gallon of

  BioDiesel

  (MFU)

  Lbs/Gal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RB Soy

  	
   

  	
  <0.25

  	
   

  	
  <0.3

  	
   

  	
  <0.05

  	
   

  	
  <1.5

  	
   

  	
  <20

  	
   

  	
  Clear &
  bright

  	
   

  	
  7.40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Crude Degummed
  Soy

  	
   

  	
  <1.0

  	
   

  	
  <0.3

  	
   

  	
  <0.25

  	
   

  	
  <0.2

  	
   

  	
  <0.25

  	
   

  	
  Typical

  	
   

  	
  7.60

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Distillers Corn
  Oil

  	
   

  	
  <015

  	
   

  	
  <1.0

  	
   

  	
  <0.5

  	
   

  	
  <2.5

  	
   

  	
  <0.25

  	
   

  	
  Typical

  	
   

  	
  8.90

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Edible Tallow

  	
   

  	
  <0.75

  	
   

  	
  <0.2

  	
   

  	
  <0.05

  	
   

  	
  <1.0

  	
   

  	
  <0.25

  	
   

  	
  Typical

  	
   

  	
  7.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tallow

  	
   

  	
  <04

  	
   

  	
  <1.0

  	
   

  	
  <0.25

  	
   

  	
  <2.0

  	
   

  	
  <0.25

  	
   

  	
  Typical

  	
   

  	
   

  	
  *(1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Poultry
  Fat/Grease

  	
   

  	
  <8.0

  	
   

  	
  <1.0

  	
   

  	
  <0.25

  	
   

  	
  <2.0

  	
   

  	
  <0.25

  	
   

  	
  Typical

  	
   

  	
   

  	
  *(1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Choice White
  Grease

  	
   

  	
  <4

  	
   

  	
  <1.0

  	
   

  	
  <0.25

  	
   

  	
  <2.0

  	
   

  	
  <0.25

  	
   

  	
  Typical

  	
   

  	
   

  	
  *(1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yellow
  Grease & UFO

  	
   

  	
  <15

  	
   

  	
  <1.0

  	
   

  	
  <0.25

  	
   

  	
  <2.0

  	
   

  	
  <0.25

  	
   

  	
  Typical

  	
   

  	
   

  	
  *(1)

  



 






*(1)
Calculation for Maximum Feedstock Usage using high FFA feedstock


 


Maximum Feedstock Usage = (*** x % FFA)
+***


Example:
Tested FFA = ***


 


Max Usage = (*** x ***%) + *** = *** lbs/gal of
Biodiesel


 


16

















 


Exhibit C


 


(Biodiesel Specifications)


 


	
  Test
  Parameter

  	
   

  	
  REG-9000Ô  

  Limit

  	
   

  	
  Units

  	
   

  	
  Test Method

  (current revision)

  
	
  Cloud point:

  	
   

  	
  Per Order

  	
   

  	
  °C

  	
   

  	
  D 2500 Allowable
  variance of +/- 2°C

  
	
  Free Glycerin:

  	
   

  	
  <0.014

  	
   

  	
  % Mass

  	
   

  	
  D 6584

  
	
  Total Glycerin:

  	
   

  	
  <0.15

  	
   

  	
  % Mass

  	
   

  	
  D 6584

  
	
  Monoglycerides(1):

  	
   

  	
  <0.500

  	
   

  	
  % Mass

  	
   

  	
  D 6584

  
	
  Diglycerides(2):

  	
   

  	
  <0.200

  	
   

  	
  % Mass

  	
   

  	
  D 6584

  
	
  Triglycerides(3):

  	
   

  	
  <0.150

  	
   

  	
  % Mass

  	
   

  	
  D 6584

  
	
  Water &
  Sediment:

  	
   

  	
  <0.020

  	
   

  	
  % Volume

  	
   

  	
  D 2709

  
	
  Acid Number:

  	
   

  	
  <0.40

  	
   

  	
  Mg KOH/g

  	
   

  	
  D 664

  
	
  Visual Inspection:

  	
   

  	
  1, max

  	
   

  	
  Haze

  	
   

  	
  D 4176, procedure 2

  
	
  Relative Density at 60°F:

  	
   

  	
  0.85 - 0.90

  	
   

  	
  n/a

  	
   

  	
  D1298 (BQ-9000)

  
	
  Oxidation Stability
  (100°C)

  	
   

  	
  3 min or per

  Shipping Request

  	
   

  	
  hrs

  	
   

  	
  EN 14112

  
	
  Flash point (closed
  cup):

  	
   

  	
  <93

  	
   

  	
  °C

  	
   

  	
  D 93

  
	
  Alcohol 

  	
  <0.014

  	
   

  	
  <0.2

  	
   

  	
  % Volume

  	
   

  	
  EN 14110

  
	
  Control

  	
  <0.014

  	
   

  	
  <130

  	
   

  	
  °C

  	
   

  	
  D 93

  
	
  Moisture(4):

  	
   

  	
  <0.020

  	
   

  	
  % Volume

  	
   

  	
  E203

  
	
  Cold Soak Filtration:

  	
   

  	
  <200

  	
   

  	
  seconds

  	
   

  	
  D 6751 Annex

  
	
  Sulfur:

  	
   

  	
  <10

  	
   

  	
  ppm

  	
   

  	
  D 2622

  
	
  Sodium &
  Potassium Combined:

  	
   

  	
  <2.0

  	
   

  	
  ppm (μg/g)

  	
   

  	
  EN 14538

  
	
  Calcium &
  Magnesium Combined:

  	
   

  	
  <1.0

  	
   

  	
  ppm (μg/g)

  	
   

  	
  EN 14538

  
	
  Phosphorus:

  	
   

  	
  <0.001

  	
   

  	
  % Mass

  	
   

  	
  D 4951

  
	
  Carbon Residue:

  	
   

  	
  <0.05

  	
   

  	
  % Mass

  	
   

  	
  D 4530

  
	
  Sulfated Ash:

  	
   

  	
  <0.02

  	
   

  	
  % Mass

  	
   

  	
  D 874

  
	
  Kinematic Viscosity at
  40°C:

  	
   

  	
  3.8 - 5.0

  	
   

  	
  mm2/sec.

  	
   

  	
  D 445

  
	
  Copper Corrosion (3 hrs
  at 50°C):

  	
   

  	
  No. 1

  	
   

  	
  n/a

  	
   

  	
  D 130

  
	
  Distillation at 90%
  Recovered:

  	
   

  	
  360, max

  	
   

  	
  °C

  	
   

  	
  D 1160

  
	
  Cetane number:

  	
   

  	
  47, min

  	
   

  	
  n/a

  	
   

  	
  D 613

  



 






(1),(2),(3),(4),(5)  These are not ASTM D 6751 nor BQ9000
specification requirements


 


17

















 


Exhibit C-2


 


(Biodiesel Specifications — Based off EN 14214
Specifications)


 


	
  Test
  Parameter

  	
   

  	
  REG-9000Ô  

  Limit

  	
   

  	
  Units

  	
   

  	
  Test Method

  (current revision)

  
	
  Free Glycerin:

  	
   

  	
  0.014

  	
   

  	
  % (m/m)

  	
   

  	
  EN 14105

  
	
  Total Glycerin:

  	
   

  	
  0.150

  	
   

  	
  % (m/m)

  	
   

  	
  EN 14105

  
	
  Monoglycerides:

  	
   

  	
  0.500

  	
   

  	
  % (m/m)

  	
   

  	
  EN 14105

  
	
  Diglycerides:

  	
   

  	
  0.200

  	
   

  	
  % (m/m)

  	
   

  	
  EN 14105

  
	
  Triglycerides:

  	
   

  	
  0.150

  	
   

  	
  % (m/m)

  	
   

  	
  EN 14105

  
	
  Ester Content:

  	
   

  	
  >96.5

  	
   

  	
  % (m/m)

  	
   

  	
  EN 14103

  
	
  Linolenic Acid Methyl
  Ester::

  	
   

  	
  12, max

  	
   

  	
  % (m/m)

  	
   

  	
  EN 14103

  
	
  Polyunsaturate Methyl
  Ester:

  	
   

  	
  1, max

  	
   

  	
  % (m/m)

  	
   

  	
  EN 14103

  
	
  Total Contamination:

  	
   

  	
  24, max

  	
   

  	
  mg/kg

  	
   

  	
  EN 12662

  
	
  Acid Number:

  	
   

  	
  <0.40

  	
   

  	
  mg KOH/g

  	
   

  	
  EN 14104

  
	
  Cold Filter Plugging
  Point::

  	
   

  	
  Per Order

  	
   

  	
  °C

  	
   

  	
  EN 116 Allowable
  variance of +/- 2°C

  
	
  Density @15°C:

  	
   

  	
  860 - 900

  	
   

  	
  kg/m3

  	
   

  	
  EN ISO 3675

  
	
  Oxidative Stability:

  	
   

  	
  6 min or per

  Shipping Request

  	
   

  	
  hrs

  	
   

  	
  EN 14112:2003

  
	
  Flashpoint:

  	
   

  	
  >170

  	
   

  	
  °C

  	
   

  	
  EN ISO 3679

  
	
  Iodine Value:

  	
   

  	
  120 Max

  	
   

  	
  g/100g

  	
   

  	
  EN 14111

  
	
  Methanol Content:

  	
   

  	
  0.2, max

  	
   

  	
  % (m/m)

  	
   

  	
  EN 14110

  
	
  Water Content:

  	
   

  	
  200, max

  	
   

  	
  mg/kg

  	
   

  	
  EN ISO 12937

  
	
  Sulfur Content:

  	
   

  	
  >10

  	
   

  	
  mg/kg

  	
   

  	
  EN ISO 20846

  
	
  Phosphorus Content:

  	
   

  	
  >10

  	
   

  	
  mg/kg

  	
   

  	
  EN 14107

  
	
  Sodium &
  Potassium Combined::

  	
   

  	
  >2

  	
   

  	
  mg/kg

  	
   

  	
  EN 14538 BS2000-547

  
	
  Calcium &
  Magnesium Combined:

  	
   

  	
  >2.0

  	
   

  	
  mg/kg

  	
   

  	
  EN 14538 BS2000-547

  
	
  Sulfated Ash:

  	
   

  	
  <0.02

  	
   

  	
  % (m/m)

  	
   

  	
  ISO 3987

  
	
  Kinematic Viscosity at
  40°C:

  	
   

  	
  3.5 - 5.0

  	
   

  	
  mm2/sec.

  	
   

  	
  EN ISO 3104

  
	
  Copper Corrosion @ 50°C for 3hrs:

  	
   

  	
  1, max

  	
   

  	
  n/a

  	
   

  	
  EN ISO 2160

  
	
  Cetane Number:

  	
   

  	
  51 Min.

  	
   

  	
  n/a

  	
   

  	
  EN ISO 5165

  
	
  Carbon Residue @10%
  distillation remnant:

  	
   

  	
  0.3

  	
   

  	
  %(m/m)

  	
   

  	
  EN ISO 10370

  
	
  Cold Soak Filtration:

  	
   

  	
  <200

  	
   

  	
  seconds

  	
   

  	
  D 6217 Annex

  



 


18

















 


Exhibit D


 


(Shipping/Loadout Request)


 


	
  Today’s
  Date:

  	
              /            /    

  	
   

  
	
   

  	
   

  	
   

  
	
  Target
  Date to Load:

  	
              /            /    

  	
   

  
	
   

  	
   

  
	
  Loading Requirements

  
	
   

  	
   

  
	
  o

  	
  Truck             Trucking
  Company

  	
                                                                      

  	
   

  
	
  o

  	
  REG
  Railcar

  
	
   

  	
   

  
	
  Product:

  
	
  o

  	
  B99.9

  
	
  o

  	
  B100

  
	
   

  	
   

  
	
  o

  	
  Oxidative
  Additive:

  	
   

  	
   ppm

  
	
  o

  	
  Minimum
  Load Temperature:

  	
   

  	
  °F

  
										



 


Blackhawk Fills out
Remainder of form:


 


	
  Lot Number:

  	
                                                                                         

  	
   

  
	
   

  	
   

  
	
   

  	
  o Loadout
  Checklist Complete. Operator initials

  	
   

  	
   

  
	
   

  	
   

  
	
  Seal Numbers:

  	
                                                                                         

  	
   

  
	
   

  	
   

  
	
  Railcar ID:

  	
                                                                                         

  	
   

  
	
   

  	
   

  
	
  RIN #’s

  	
                                                                                         

  	
   

  
	
   

  	
   

  
	
   

  	
                                                                                         

  	
   

  
	
   

  	
   

  
	
  Time Scheduled

  	
                                   

  	
   

  	
  *Biodiesel
  Loaded (gal)

  	
                                   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Arrived

  	
                                   

  	
   

  	
  *Diesel Loaded (gal)

  	
                                   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Time Loaded

  	
                                   

  	
   

  	
  *Total Gallons(gal)

  	
                                   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BOL #

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 






	
  *Gal
  corrected to 60 degrees Fahrenheit.

  



 


19