SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF EAST FORK BIODIESEL, LLC Dated: Effective March 19, 2010Operating Agreement • March 26th, 2010 • East Fork Biodiesel, LLC • Industrial organic chemicals • Iowa
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 19th day of March 2010, by and among East Fork Biodiesel, LLC, an Iowa limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10.
FARM CREDIT SERVICES OF AMERICA, FLCA SECURITY AGREEMENTSecurity Agreement • December 4th, 2009 • East Fork Biodiesel, LLC • Industrial organic chemicals • Colorado
THIS SECURITY AGREEMENT is executed and delivered by EAST FORK BIODIESEL, LLC (the "Debtor"), an Iowa limited liability company, having its place of business (or chief executive office if more than one place of business) located at 105 N. Hall Street, Algona, IA 50511, to FARM CREDIT SERVICES OF AMERICA, FLCA (the "Secured Party"), a federally chartered instrumentality of the United States, whose mailing address is 5015 South 118th Street, Omaha, NE 68137.
CONSTRUCTION AND REVOLVING TERM LOAN SUPPLEMENTEast Fork Biodiesel, LLC • January 28th, 2008
THIS SUPPLEMENT to the Master Loan Agreement dated January 30, 2007, (the “MLA”), is entered into as of January 30, 2007, and effective July 1, 2007, or such earlier date as Agent (as that term is defined in the MLA) may establish in its sole discretion, (the “Effective Date”), between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and EAST FORK BIODIESEL, LLC, Algona, Iowa (the “Company”).
MASTER LOAN AGREEMENTMaster Loan Agreement • January 28th, 2008 • East Fork Biodiesel, LLC • Colorado
THIS MASTER LOAN AGREEMENT is entered into as of January 30, 2007, between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and EAST FORK BIODIESEL, LLC, ALGONA, IOWA (the “Company”).
ADMINISTRATIVE AGENCY AGREEMENTAdministrative Agency Agreement • January 28th, 2008 • East Fork Biodiesel, LLC • Colorado
THIS ADMINISTRATIVE AGENCY AGREEMENT is entered into as of the 30th day of January, 2007, among FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”), CoBANK, ACB (“CoBank”) and EAST FORK BIODIESEL, LLC, Algona, Iowa, an Iowa corporation (“Borrower”).
CORVAL GROUP'" Corval Group, Inc. Saint Paul, MN 55116 Chris Daniel CEO East Fork Biodiesel, LLC Algona, Iowa 50511East Fork Biodiesel, LLC • December 4th, 2009 • Industrial organic chemicals • Iowa
This letter agreement (lithe Agreement") is intended to serve as our agreement to provide the services outlined herein, to the extent requested by EFB, effective August 25, 2009.
MANAGEMENT AND OPERATIONAL SERVICES AGREEMENTManagement and Operational Services Agreement • January 29th, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals • Iowa
This Management and Operational Services Agreement (“Agreement”) is made and entered into as of the 26th day of September, 2006, by and between Renewable Energy Group, Inc., a corporation organized and existing under the laws of the state of Delaware, with offices at Ralston, Iowa (“REG”), and East Fork Biodiesel, LLC, a limited liability company, organized and existing under the laws of the state of Iowa, with offices at 105 North Hall Street, Algona, Iowa 50511 (“East Fork Biodiesel”).
OPTIONS BY EAST FORK BIODIESEL, LLC TO PURCHASE REAL ESTATEOption Agreement • April 29th, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals
THIS OPTION AGREEMENT (“Agreement’), made and entered into effective as of May 3, 2006, by and between the undersigned parties set forth under the “Optionor” heading on the signature page hereof (collectively, hereinafter “Optionor” or “Seller”) and East Fork Biodiesel, LLC, an Iowa limited liability company (hereinafter “Optionee” or “Buyer”).
TURNOVER AGREEMENTTurnover Agreement • August 4th, 2010 • East Fork Biodiesel, LLC • Industrial organic chemicals • Iowa
THIS TURNOVER AGREEMENT (this “Agreement”) is made and entered into this 29th day of July, 2010, by and between East Fork Biodiesel, LLC ("EFB") and Farm Credit Services of America, FLCA or its Assignee, (“FCSA”).
AMENDMENT NO. 1 TO AGREEMENTTo Agreement • February 26th, 2009 • East Fork Biodiesel, LLC • Industrial organic chemicals • Colorado
Amendment No. 1 (this “Amendment”) dated as of February 20, 2009, to the Agreement dated June 17, 2008 (the “Agreement”) by and between East Fork Biodiesel, LLC (“EFB”) and Farm Credit Services of America, FLCA (“FCSA”).
RENEWABLE ENERGY GROUP, INC. CHANGE ORDEREast Fork Biodiesel, LLC • April 29th, 2008 • Industrial organic chemicals
This change order recognizes the abbreviate start up plan as defined by the owner. The plant will be operated for a limited duration to prove the mechanical integrity and performance requirements of the Work/Project as originally detailed in paragraph 3.6.6 of the Standard Form Design-Build Agreement agreement dated Oct. 10, 2006. Upon completion of the initial trial, REG personnel will use reasonable efforts to secure the plant for an extend shutdown period pending East Fork Biodiesel’s decision to commence full time operations. Extraordinary maintenance cost not covered by manufacturer’s warranty and due to winter freeze damage shall be divided as an equal share (50/50) between East Fork Biodiesel, LLC and REG Construction Services, LLC. Upon later commencement of full operations, REG will train permanent personnel and assist in the start up.
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • June 23rd, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals
Amendment No. 1 (this “Amendment”) dated as of June 17, 2008 to the Security Agreement entered into as of January 30, 2007 between Farm Credit Services of America, FLCA (“Farm Credit”) and East Fork Biodiesel, LLC, Algona, Iowa (“EFB”).
Firm Throughput Service Agreement Rate Schedule TFXEast Fork Biodiesel, LLC • January 29th, 2008 • Industrial organic chemicals
This transportation shall be provided pursuant to Subpart G of Part 284 of the Federal Energy Regulatory Commission’s regulations.
CONSTRUCTION AND TERM LOAN SUPPLEMENTEast Fork Biodiesel, LLC • January 29th, 2008 • Industrial organic chemicals
THIS SUPPLEMENT to the Master Loan Agreement dated January 30, 2007, (the “MLA”), is entered into as of January 30, 2007, between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and EAST FORK BIODIESEL, LLC, Algona, Iowa (the “Company”).
AGREEMENTEast Fork Biodiesel, LLC • June 23rd, 2008 • Industrial organic chemicals • Colorado
This Agreement is made and entered into this 17th day of June, 2008, by and between East Fork Biodiesel, LLC (“EFB”) and Farm Credit Services of America, FLCA (“FCSA”).
AMENDMENT NO. 1 TO RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • February 26th, 2009 • East Fork Biodiesel, LLC • Industrial organic chemicals • Colorado
Amendment No. 1 (this “Amendment”) dated as of February 20, 2009, to the Restated Term Loan Agreement dated June 17, 2008 (the “Restated Term Loan”) by and between East Fork Biodiesel, LLC (“EFB”) and Farm Credit Services of America, FLCA (“FCSA”).
RENEWABLE ENERGY GROUP, INC. CHANGE ORDEREast Fork Biodiesel, LLC • March 31st, 2008 • Industrial organic chemicals
This change order recognizes the abbreviate start up plan as defined by the owner. The plant will be operated for a limited duration to prove the mechanical integrity and performance requirements of the Work/Project as originally detailed in paragraph 3.6.6 of the Standard Form Design-Build Agreement agreement dated Oct. 10, 2006. Upon completion of the initial trial, REG personnel will use reasonable efforts to secure the plant for an extend shutdown period pending East Fork Biodiesel’s decision to commence full time operations. Extraordinary maintenance cost not covered by manufacturer’s warranty and due to winter freeze damage shall be divided as an equal share (50/50) between East Fork Biodiesel, LLC and REG Construction Services, LLC. Upon later commencement of full operations, REG will train permanent personnel and assist in the start up.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 12th, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals • Iowa
This Management Agreement (“Agreement”) is made and entered into as of the Effective Date by and between Renewable Fuels Management, LLC, a limited liability company organized and existing under the laws of the state of Iowa, with offices at Huxley, Iowa (“RFM”), and East Fork Biodiesel, LLC, a limited liability company, organized and existing under the laws of the state of Iowa, with offices at 2108 140th Avenue, Algona, Iowa 50511 (“EFB”); (RFM and EFB may sometimes be referred to individually as a “Party” or collectively as the “Parties”).
MASTER CONTRACT BY AND BETWEEN East Fork Biodiesel, LLC AND THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT CONTRACT NUMBER: P0606M01004Master Contract • June 1st, 2009 • East Fork Biodiesel, LLC • Industrial organic chemicals • Iowa
This FINANCIAL ASSISTANCE CONTRACT (the “Master Contract”) is made as of the CONTRACT EFFECTIVE DATE by and between the Iowa Department of Economic Development (“IDED”), 200 East Grand Avenue, Des Moines, IA 50309 and East Fork Biodiesel, LLC an Iowa Limited Liability Corporation (“Business”), 220 East State St., Algona, Iowa 50001.
CONTRACTContract • January 29th, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals
Whereas East Fork Biodiesel, LLC(EFB) desires to protect its investment in the 60 M gal. per year biodiesel plant being constructed for EFB by REG, Inc.
RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • June 23rd, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals • Colorado
This Restated Term Loan Agreement is made and entered into this 17 day of June, 2008, by and between Farm Credit Services of America, FLCA (“Farm Credit”) and East Fork Biodiesel, LLC, Algona, Iowa (the “Company”).
1. Engagement; Services; Term. The Company hereby retains William Blair as its exclusive investment banker * to examine various possible strategic alternatives available to the Company. William Blair will advise the Company on an exclusive basis *...Letter Agreement • February 17th, 2009 • East Fork Biodiesel, LLC • Industrial organic chemicals • Delaware
OPTION BY DAVID B. GOLWITZER AND KAREN B. GOLWITZER TO SELL REAL ESTATE TO EAST FORK BIODIESEL, LLC (PUT OPTION AGREEMENT)(Put Option Agreement • April 29th, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals • Iowa
THIS PUT OPTION AGREEMENT (“Agreement”), made and entered into effective as of December 15, 2006, by and between David B. Golwitzer and Karen B. Golwitzer (collectively, hereinafter “Seller”) and East Fork Biodiesel, LLC, (hereinafter “Buyer”).
FIRST AMENDMENT TO MANAGEMENT AND OPERATIONAL SERVICES AGREEMENTManagement and Operational Services Agreement • April 29th, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals
This First Amendment to Management and Operational Services Agreement (the “First Amendment”) is made and entered into as of the 1st day of December, 2007 (the “Effective Date”), by and between Renewable Energy Group, Inc., a corporation organized and existing under the laws of the state of Delaware, with offices at Ames, Iowa (“REG”), and East Fork Biodiesel, LLC, a limited liability company, organized and existing under the laws of the state of Iowa, with offices at 105 North Hall Street, Algona, Iowa 50511 (“East Fork Biodiesel”).
OPTION BY QUINN A. BAADE AND JEANNE M. BAADE TO SELL REAL ESTATE TO EAST FORK BIODIESEL, LLC (PUT OPTION AGREEMENT)Put Option Agreement • March 31st, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals • Iowa
THIS PUT OPTION AGREEMENT (“Agreement”), made and entered into effective as of December 15, 2006, by and between Quinn A. Baade and Jeanne M. Baade (collectively, hereinafter “Seller”) and East Fork Biodiesel, LLC, (hereinafter “Buyer”).
CONTRACTContract • January 29th, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals
Whereas East Fork Biodiesel, LLC(EFB) desires to protect its investment in the 60 M gal. per year biodiesel plant being constructed for EFB by REG, Inc.
AG VISIONS ENTERPRISES, LLC. — EAST FORKS BIODIESEL, LLC CONSULTING AGREEMENTConsulting Agreement • March 31st, 2008 • East Fork Biodiesel, LLC • Industrial organic chemicals • Iowa
THIS CONSULTING AGREEMENT (the “Agreement”) is made effective as of the 25th day of March, 2006 (the “Effective Date”) by and between Ag Visions Enterprises, LLC, of Breda, Iowa, an Iowa Limited Liability Company (Ag Visions Enterprises) and East Fork Biodiesel, LLC, of Algona, Iowa (“Client”).
