Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - Western Dubuque Biodiesel, LLC | c98627e10vk.htm |
| EX-31.2 - EXHIBIT 31.2 - Western Dubuque Biodiesel, LLC | c98627exv31w2.htm |
| EX-32.2 - EXHIBIT 32.2 - Western Dubuque Biodiesel, LLC | c98627exv32w2.htm |
| EX-32.1 - EXHIBIT 32.1 - Western Dubuque Biodiesel, LLC | c98627exv32w1.htm |
| EX-31.1 - EXHIBIT 31.1 - Western Dubuque Biodiesel, LLC | c98627exv31w1.htm |
Exhibit
10.10
***Confidential Treatment Requested. Confidential portions of this document have been redacted and
have been separately filed with the Commission.
FIRST AMENDMENT TO
MANAGEMENT AND OPERATIONAL SERVICES AGREEMENT
MANAGEMENT AND OPERATIONAL SERVICES AGREEMENT
This First Amendment to the Management and Operational Services Agreement (“First Amendment”)
is entered into as of this 25th day of November, 2009 by and between
Western Dubuque Biodiesel, LLC (“WDB”), Renewable Energy Group, Inc. (“REG Group”), REG
Services Group, LLC (“REG Services”), and REG Marketing & Logistics Group, LLC (“REG Logistics”)
(REG Group, REG Services, and REG Logistics are hereinafter referred to as “REG”).
WHEREAS, on or about August 29, 2006, WDB and REG Group entered into a Management and
Operational Services Agreement (“MOSA”);
WHEREAS, REG Group subsequently assigned the MOSA to REG Services, which has entered into an
agreement with REG Marketing assigning to REG Marketing the obligations of REG Services to provide
certain sales, marketing and logistical services to Claimant under the MOSA;
WHEREAS, on or about June 5, 2009, REG provided written notification to WDB under paragraph 6
of the MOSA of the termination of the MOSA to be effective on August 1, 2010;
WHEREAS, WDB wishes to enter into an agreement with a contractor to market biodiesel,
glycerin, or fatty acids produced at WDB’s biodiesel diesel production facility (the “Production
Contract”); and,
NOW THEREFORE, in consideration of the following covenants, promises and undertakings, and for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties mutually agree to amend the MOSA as follows:
| 1. | Handling of Production Contract. |
| A. | REG shall allow WDB to produce biodiesel in fulfillment of the
Production Contract until any termination of the Production Contract. Further,
WDB will be allowed to fulfill the Production Contract after termination of the
MOSA on August 1, 2010. The parties understand that should the MOSA be extended
by the parties, the fulfillment of the Production Contract and any other
matters shall be upon new terms as the parties mutual agree. |
| First Amendment to MOSA |
Exhibit B
*** Confidential material redacted and filed separately with the Commission.
| B. | ***, the Monthly Fee payable to REG Services under the MOSA
shall be equal to $*** produced whether in fulfillment of the Production
Contract or involving other parties. ***, the Monthly
Fee for biodiesel produced in fulfillment of the Production Contract shall be
increased to ***. The parties agree that any extension or renewal of the MOSA
shall be upon terms as mutually agreed by the parties, irrespective of the
terms or compensation as may be set out in this First Amendment. |
| C. | During and with respect to WDB’s production of biodiesel in
fulfillment of the Production Contract prior to August 1, 2010, REG Services
shall only be required to fulfill such responsibilities under the MOSA as set
out under Section 2A, 2B, 2D, 2E (routine accounting activities only, including
RINs and blender’s credit support but not including order processing,
invoicing, A/R management, collections and inventory management; it is
understood that WDB will handle all aspects of order to cash and procure to pay
business processes with respect to the Production Contract), and the marketing
of glycerin. For all other production of biodiesel at WDB, REG Services shall
fulfill its responsibilities as set out under the MOSA and agreed upon between
the parties for the remainder of the term of the MOSA. REG Services’
responsibilities during any extension or renewal of the MOSA shall be as
mutually agreed between the parties. |
| D. | WDB understands and agrees that REG will not be arranging for
rail cars to transport WDB’s production of biodiesel in fulfillment of the
Production Contract, as would normally be contemplated by the MOSA. ***. With
respect to future needs for rail car use, WDB shall provide written notice to
REG Services of WDB’s request to obtain rail cars pursuant to the terms below
no less than thirty (30) days prior to the beginning of each calendar month.
***. WDB agrees to pay REG the sum of $*** (prorated for use less than ***).
REG shall invoice WDB at the end of each month for such rail car rental, |
| First Amendment to MOSA |
*** Confidential material redacted and filed separately with the Commission.
and WDB agrees to pay in full such rental owed ***. WDB is not
obligated to use any of the rail cars. REG is not required to provide any
logistics after the loading of the rail cars provided under the terms of this
paragraph. All rail cars provided hereunder shall be picked up at and
returned to the Farley, Iowa, WDB biodiesel production facility trackage
(unless otherwise directed by REG), and all such returned rail cars shall be
in the same condition as delivered to WDB.
| 2. | Counterpart Signatures. This First Amendment may be executed in counterpart originals, and
the counterpart originals together shall constitute the original of this First Amendment.
Facsimile or PDF copy signatures shall be treated as original signatures for this purpose. |
| 3. | Amendment. Except as expressly modified by this First Amendment, all terms of the MOSA remain
in full force and effect until the MOSA terminates on August 1, 2010. |
[The rest of this page is intentionally left blank — Signature pages follow]
| First Amendment to MOSA |
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as
of the date and year first above written.
| Western Dubuque Biodiesel, LLC | ||||||||
| By: | /s/ Bruce Klostermann | |||||||
| Title: | Vice Chairman | |||||||
| Date: 11-25-09 | ||||||||
| First Amendment to MOSA |
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as
of the date and year first above written.
| Renewable Energy Group, Inc. | ||||||||
| By | /s/ Daniel Oh | |||||||
| Title: | President | |||||||
| Date: 11/25/09 | ||||||||
| REG Services Group, LLC | ||||||||
| By | /s/ Daniel Oh | |||||||
| Title: | President | |||||||
| Date: 11/25/09 | ||||||||
| REG Marketing & Logistics Group, LLC | ||||||||
| By | /s/ Daniel Oh | |||||||
| Title: | President | |||||||
| Date: 11/25/09 | ||||||||
| First Amendment to MOSA |