AMENDMENT AGREEMENT (WASHINGTON, IOWA)

NOW THEREFORE, in consideration of the agreements herein made and for other good and valuable consideration, the Parties acknowledge and agree as follows:

1.Feedstock Agreement Amendments. Effective January 1, 2012 the Feedstock Agreement shall be amended as follows:

1.1    Term. Section 2 of the Feedstock Agreement shall be deleted and the following substituted therefor:

“2.    Term. This Agreement shall become effective as of the date hereof and shall remain in effect until December 31, 2012. Thereafter this Agreement will automatically renew for successive one-year periods unless either Party provides the other Party with written notice of nonrenewal no less than ninety (90) days prior to the end of the initial or then-current renewal period. Notwithstanding any provision to the contrary, this Agreement shall automatically terminate as of the same date of any termination of the Biodiesel Sale and Purchase Agreement entered into between the Parties on even date herewith (the “Biodiesel Agreement”).”

1.2    Supply of Biodiesel. The last paragraph of Section 3.1 of the Feedstock Agreement is hereby deleted in its entirety.

    

1.3    Exclusivity and Minimum Volumes. The following Section 3.6 shall be added to the Feedstock Agreement:

“3.6    Exclusivity; Minimum Feedstock Orders. Buyer agrees to make available to Gavilon one hundred percent (100%) of Buyer's Plant capacity for the processing of Feedstock. Gavilon shall submit Confirmed Orders for the sale and delivery of at least *** gallons of Feedstock per month (subject to prorata reduction for any partial month). Buyer further agrees that except for Feedstock, no animal fats, vegetable oils or feedstocks used in producing biofuel shall be processed at the Plant. The Parties shall discuss Feedstock availability and delivery options, and use all commercially reasonable efforts to establish a mutually-acceptable delivery schedule for the Feedstock.

2.    Biodiesel Agreement Amendments. Effective January 1, 2012, the Biodiesel Agreement shall be amended as follows:

2.1    Term. Section 2 of the Biodiesel Agreement shall be deleted and the following substituted therefor:

    

“2.    Term. This Agreement shall become effective as of the date hereof and shall remain in effect until December 31, 2012. Thereafter this Agreement will automatically renew for successive one-year periods unless either Party provides the other Party with written notice of nonrenewal no less than ninety (90) days prior to the end of the initial or then-current renewal period. Notwithstanding any provision to the contrary, this Agreement shall automatically terminate as of the same date of any termination of the Feedstock Agreement.”

2.2    Biodiesel Supply. The first sentence of Section 3.1 shall be deleted and the following substituted therefor:

2.3    Railcar Lease. Section 8 of the Biodiesel Agreement shall be amended by adding the following additional Section 8.6:

3.    Master Agreement Amendment. Effective January 1, 2012, Section 1.1 of the Master Agreement shall be amended as follows:

3.1    Payments. Sections 1.1 and 1.2 of the Master Agreement shall be deleted and the following substituted therefor:

3.2    Additional Security. Section 2.2 of the Master Agreement shall be deleted and the following substituted therefor:

"2.2    Additional Security. Producer hereby grants to Gavilon a first priority continuing security interest in all right, title and interest held by Producer in, to and under all transactions (subject to clause 4.2(a)) arising under the Supply Agreements including payment intangibles and other contract rights, receivables and other proceeds arising therefrom. Producer also hereby grants to Gavilon a first priority continuing security interest in all biodiesel that has been produced under the Biodiesel Agreement and placed into storage pending delivery and transfer of title to Gavilon. It is understood that the transactions entered into under the Supply Agreements are based on and subject to market volatility and other factors as well as Producer's credit standing. Consequently, such factors may necessitate that Producer provide security in an amount determined by Gavilon in its reasonable discretion or otherwise provide adequate assurances of Producer's ability to perform all of its obligations under the Supply Agreements. Gavilon acknowledges that additional security may be limited by Producer's existing creditors and may require such creditors' prior approval."

4.    Pricing Differentials. The per-gallon differential between the delivered price for certain Feedstocks on the one hand, and the price for resulting Biodiesel on the other, shall be as follows:

The above price differentials shall be reflected in Confirmed Orders issued pursuant to the Agreements.

5.    Binding and Effective/Successors and Assigns. Upon execution and delivery of this Amendment by the Parties hereto, this Amendment shall become binding and effective. This Amendment shall inure to the benefit of and be binding on the Parties hereto and their respective successors and assigns.

6.    Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

7.    Defined Terms. All capitalized terms in this Amendment shall have the meanings ascribed to them in the respective Agreement, unless otherwise defined herein.

8.    Conflicts. In the event of a conflict between the terms and conditions of the respective Agreement and the terms of this Amendment, the terms of this Amendment shall control. The Parties hereto acknowledge and agree that the intent and purpose of this Amendment shall be considered and given full effect in any interpretation of the respective Agreement, and to this end each of the Agreements is hereby modified accordingly. Except as modified by this Amendment, all terms and conditions of the Agreements shall remain in full force and effect.

9.    Entire Agreement. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereto.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

The undersigned hereby (i) consents to Seller's entering into the above Amendment including the granting therein of the first-priority security interests to Purchaser, and (ii) subordinates its rights and interests in Seller's biodiesel to Purchaser's first-priority security interest in accordance with Section 2 of that certain Consent to Collateral Assignment of Contracts and Agreements and Intercreditor Agreement dated October 12, 2011.