Central Iowa Energy, LLC and REG Marketing & Logistics Group, LLC Toll Processing Agreement
Central Iowa Energy, LLC (CIE) and REG Marketing & Logistics Group, LLC (REG Marketing) have entered into an agreement effective January 6, 2009. Under this agreement, REG Marketing will deliver animal fats and other feedstocks to CIE's biodiesel facility for processing into biodiesel. CIE will process up to 1.9 million pounds of feedstocks per week, with the option for REG Marketing to request additional processing subject to CIE's approval. CIE is paid a toll fee per gallon of biodiesel produced, and retains all co-products from processing. The agreement outlines delivery, processing, payment, and yield terms.
(a) | Orders within Facility Commitment. REG Marketing shall have the right (but not any obligation) to order the processing of up to 1.9 million pounds of Feedstocks during a Production Week at the Facility (Facility Commitment), so long as REG Marketing has delivered such order at least two (2) weeks prior to the commencement of such Production Week. 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 CIE prior to such Production Week to utilize in the production of the Biodiesel, CIE 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. CIE 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 delivery of Feedstocks and pick up of Biodiesel measured in similar fashion. |
*** | Portions omitted pursuant to a request for confidential treatment and filed separately with the SEC. |
(b) | Offers in Excess of the Facility Commitment. REG Marketing may offer to delivery additional Feedstocks beyond the Facility Commitment, subject to CIEs 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 CIE shall be required to communicate CIEs acceptance back to REG Marketing (Offer Period). The parties agree that such Offer Period will not expire prior to 12:00 oclock 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 CIE) 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 CIE (as set out hereafter), then (unless otherwise agreed by the Parties) REG Marketing agrees to deliver the Feedstocks to CIE pursuant to the terms of the Nomination prior to such Production Week to utilize in the production of the Biodiesel, CIE 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. |
(a) | Orders within Facility Commitment. CIE agrees to process Feedstocks for all Orders received totaling up to 1.9 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). |
(b) | Nominations in Excess of Facility Commitment. In addition, should REG Marketing offer to deliver Feedstocks in excess of such Facility Commitment, CIE 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 CIE gives timely acceptance of a Nomination (pursuant to the provisions set out in this Agreement, herein an Acceptance), then CIE agrees to process Feedstocks received pursuant to the terms of the Nomination (and such other applicable provisions as set out herein). |
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(a) | The toll Fee under the terms of such Order or Nomination by wired funds to CIE within one (1) business day of delivery of the Biodiesel to REG Marketing with respect to such Order or Nomination (FOB Newton). |
*** | Portions omitted pursuant to a request for confidential treatment and filed separately with the SEC. |
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(a) | Confidential Information of CIE and REG Marketing includes the terms of this Agreement, the Feedstocks composition, the biodiesel specifications, all business information of CIE and REG Marketing, including, but not limited to, their respective pricing, supplier lists, quantities of supplies purchased, all processing and manufacturing information of CIE and REG Marketing, all processes and information used in the processing of Feedstocks into Biodiesel, and all other confidential or proprietary information of CIE and REG Marketing. All Confidential Information shall remain the sole property of the original owner of that information. |
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(b) | CIE 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. |
(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: Brad Albin | ||||
Fax:515 ###-###-#### | ||||
If to CIE: | 3426 East 28th St. North | |||
Newton, IL 50208 | ||||
Attn: Derek Winkel | ||||
Fax:641 ###-###-#### |
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(b) | Cumulative Remedies. The rights and remedies provided to CIE 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 states 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 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 CIE. |
(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 CIE. 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 Partys 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. |
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(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, 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. CIE 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, CIE shall give written notice thereof to REG Marketing, and REG Marketing shall have the option (which option must be exercised by written notice to CIE with ten (10) business days after notice thereof) to amend this Agreement to include any such more favorable terms. If such option is exercised, CIE 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 CIE 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. |
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 |
*** | Portions omitted pursuant to a request for confidential treatment and filed separately with the SEC. |
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Free Fatty | ||||||||||
Acid (as | Insoluble | Color (FAC | ||||||||
Oleic) | Moisture | Impurities | Total MIU | Scale) | ||||||
Analytical Method | ||||||||||
AOCS Ca 5a-40 | AOCS Ca 2c-25 | AOCS Ca 3a-46 | AOCS Cc 13a-43 | |||||||
Feedstock Type | ||||||||||
Choice White Grease | <4 | <1.0 | <0.25 | <2.0 | Typical | |||||
BFT | <4.0 | <1.0 | <0.25 | <2.0 | Typical |
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REG-9000 | Test Method | |||||
Test Parameter | Limit | Units | (current revision) | |||
Cloud point: | Per Order | º C | D 2500 Allowable variance of +/- 2 ºC | |||
Free Glycerin: | <0.014 | % Mass | D 6584 | |||
Total Glycerin: | <0.16 | % Mass | D 6584 | |||
Monoglycerides1: | <0.500 | % Mass | D 6584 | |||
Diglycerides2: | <0.200 | % Mass | D 6584 | |||
Triglycerides3: | <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 60ºF: | 0.85 0.90 | n/a | D 1298 (BQ-9000) | |||
Oxidation Stability (110 ºC): | 3 min or per Shipping Request | Hrs | EN 14112 | |||
Flash ponit (closed cup): | >93 | º C | D 93 | |||
Alcohol Control | ||||||
Option 1: Methanol | <0.2 | % Volume | EN 14110 | |||
Option 2: Flashpoint | >130 | º C | D 93 | |||
Moisture4: | <0.020 | %Volume | E203 | |||
Cold Soak Filtration: | <200 | Seconds | D6751 Annex | |||
Sulfur: | <10 | Ppm | D 2622 | |||
Sodium & Potassium Combined: | <2.0 | Ppm (ug/g) | EN 14538 | |||
Calcium & Magnesium Combined: | <1.0 | Ppm (ug/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 ºC | 3.8 5.0 | Mm2/sec. | D 445 | |||
Copper Corrosion (3 hrs at 50 ºC): | No. 1 | n/a | D130 | |||
Distillation at 90% Recovered: | 360, max | º C | D 1160 | |||
Cetane Number: | 47, min | n/a | D 613 |
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REG-9000 | ||||||||
Test Parameter | Limit | Units | Method | |||||
Free Glycerin: | 0.014 | % (m/m) | EN 14105 | |||||
Total Glycerin: | 0.160 | % (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 | EN 14105 | EN 116 Allowable variance of +/- 2 ºC | |||||
Density @ 15 ºC: | 860 900 | Kg/m3 | EN ISO 3675 | |||||
Oxidate Stability: | 6 min or per Shipping Request | Hrs | EN 14112:2003 | |||||
Flashpoint: | > 170 | ºC | EN ISO 3679 | |||||
Idodine 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: | < 2.0 | Mg/kg | EN 14538 BX2000-547 | |||||
Calcium & Magnesium Combined: | < 2.0 | Mg/kg | EN 14538 BS2000-547 | |||||
Sulfated Ash: | < 0.02 | % (m/m) | ISO 3987 | |||||
Kinematic Viscosity at 40 ºC | 3.5 5.0 | Mm2/sec. | EN ISO 3104 | |||||
Copper Corrosion @ 50 ºC for 3 hrs: | 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 |
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